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Various Building Improvements
ONE CHASE MANHATTAN PLAZA NEW YORK, NY 10005 WWW HAWKINS.COM August 29, 2013 C RECEIVED The Town Boazd of the Town of Southold, in the SEP 2 3 2013 County of Suffolk, New York Ladies and Gentlemen: Southold Town deck We have examined a record of proceedings relating to the authorization, sale and issuance of the $465,000 Bond Anticipation Note for Various Purposes-2013 (the "Note") of the Town of Southold (the "Town"), in the County of Suffolk, a municipal corporation of the State of New York. The Note is dated August 29, 2013, matures August 29, 2014, is a single note in the denomination of $465,000, is numbered 6R-1, bears interest at the rate of fifty-seven hundredths of one per centum (0.57%) per annum, payable at maturity, and is issued pursuant to the provisions of the Local Finance Law, constituting Chapter 33-a of the Consolidated Laws of the State of New York, four bond resolutions duly adopted and amended by the Town Boazd on their respective dates, authorizing the issuance of serial bonds for various purposes in and for the Town and the Certificate of Determination executed by the Supervisor on August 29, 2013. The Note is a temporary obligation issued in anticipation of the sale of permanent serial bonds. The Note is issued in fully registered form, in the name of Cede & Co., as Noteowner and nominee for The Depository Trust Company, an automated depository for securities and clearing house for securities transactions. Purchases of ownership interests in the Note will be made in book-entry form, in denominations of $5,000 or any integral multiple thereof. In our opinion, the Note is a valid and legally binding general obligation of the Town for which the Town has validly pledged its faith and credit and, unless paid from other sources, all the taxable real property within the Town is subject to the levy of ad valorem real estate taxes to pay the Note and interest thereon, subject to certain statutory limitations imposed by Chapter 97 of the Laws of 2011. The enforceability of rights or remedies with respect to the Note may be limited by bankruptcy, insolvency, or other laws affecting creditors' rights or remedies heretofore or hereafter enacted. The Internal Revenue Code of 1986, as amended (the "Code"), establishes certain requirements that must be met subsequent to the issuance and delivery of the Note in order that interest on the Note be and remain excludable from gross income under Section ]03 of the Code. The Supervisor of the Town, in executing the Arbitrage and Use of Proceeds Certificate, has certified to the effect that the Town will comply with the provisions and procedures set forth therein and that it will do and perform all acts and things necessary or desirable to assure that ]293237.1033923 CLD interest paid on the Note is excludable from gross income under Section 103 of the Code. We have examined the said Arbitrage and Use of Proceeds Certificate of the Town delivered concurrently with the delivery of the Note, and in our opinion, such certificate contains provisions and procedures under which such requirements can be met. In our opinion, under existing statutes and court decisions and assuming continuing compliance with certain tax certifications described herein, (i) interest on the Note is excluded from gross income for federal income tax purposes pursuant to Section 103 of the Code, and (ii) interest on the Note is not treated as a preference item in calculating the alternative minimum tax imposed on individuals and corporations under the Code; such interest, however, is included in the adjusted current earnings of certain corporations for purposes of calculating the alternative minimum tax imposed upon such corporations. In rendering the opinion in this pazagraph, we have (i) relied on the representations, certifications of fact, and statements of reasonable expectations made by the Town in the said Arbitrage and Use of Proceeds Certificate and other documents delivered in connection with the Note, and (ii) assumed compliance by the Town with certain provisions and procedures set forth in the said Arbitrage and Use of Proceeds Certificate relating to compliance with applicable requirements of the Code to assure the exclusion of interest on the Note from gross income under Section 103 of the Code. Further, in our opinion, under existing statutes, interest on the Note is exempt from personal income taxes of New York State and its political subdivisions, including The City of New York. Except as stated above, we express no opinion regarding any other federal or state tax consequences with respect to the Note. We express no opinion on the effect of any action hereafter taken or not taken in reliance upon an opinion of other counsel on the exclusion from gross income for federal income tax purposes of interest on the Note, or on the exemption from state and local tax of interest on the Note. We render our opinion under existing statutes and court decisions as of the issue date, and we assume no obligation to update, revise or supplement our opinion to reflect any action hereafter taken or not taken, or any facts or circumstances that may hereafter come to our attention, or changes in law or interpretations thereof that may hereafter occur, or for any other reason. We give no assurances as to the adequacy, sufficiency or completeness of any proceedings, reports, correspondence, financial statements or other documents, containing financial or other information relative to the Town, which have been or may hereafter be furnished or disclosed to purchasers of ownership interests in the Note. We have examined the executed Note and, in our opinion, the form of said Note and its execution are regulaz and proper. Very holy yours, ~~~~t~~ 1293237.1 033923 CLD - - - ~ . ~ • r , i . x.' 4.. 'z.~ q~'- ~ No.6R•1 5465,000 ~ CUSIP No. 844572 NK9 - UNITED STATES OF AMERICA STATE OF NEW YORK COUNTY OF SUFFOLK ' TOWN OF SOUTI~~,~\~~ ~ s.,. ~ BOND ANTICIPATION NOT iRUOUSPURPOSES-2013 F PRINCIPAL SUM: FOUR HUND ' F ~USVAND DOLLARS ($465,000) ~ INTEREST RATE: fifty-sev a per centum (0.57%) per annum it ~ '.I ' DATE OF ISSUE: August 2 ' s ~ ~ MATURITY DATE: August 214 ~ i The Town of Southold, in the CounTy of Suffolk, a municipal corporation of the State of New York, hereby ~ acknowledges itself indebted and far value received promises to pay to CEDE & CO., as nominee of The Depository Trust it a.. Company, the registered owner, or registered assigns, the PRINCIPAL SUM (stated above) on the MATURITY DATE (stated ' above), together with interest thereon from the DATE OF ISSUE (stated above) at the INTEREST RATE (stated above), ! •i' ~I, "I payable at maturity. Both principal of and interest on this Note will be paid in lawful money of the United States of America (Federal Funds), at the office of the Town Clerk, Town of Southold, 53095 Main Road, Southold, New York. ~ i, Unless this ceriificate is presented by an authorized representative of The Depository Trust Company to the issuer or its ~ agent for regisVation of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such , other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & ~ 0, 1'~' Ca, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY . PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein. Vie`' 7: i'' 7his Note is the only Note of an authorized combined renewal issue, the aggregate principal amount of which is ?r,~', x• - $465,000. This Note is issued pursuant to the provisions of the Local Finance Law, constituting Chapter 33-a of the Consolidated ! Laws of the State of New York, various bond resolutions duly adopted and amended by the Town Board on their respective _ dates, authorizing the issuance of serial bonds for various purposes in and for [he Town, and the Certificate of Determination p. executed by the Supervisor as of August 29, 2013. C- t`. ?x`' ~ ~ This Note has been designated by the Town as a quali5ed tax-exempt obligation pursuant to the provisions of ..I , Section 265 of the Internal Revenue Code of 1966, as amended. The faith and credit of such Town are hereby irrevocably pledged for the punctual payment of the principal of and . ~ ~I interest on this Note according to its terms. It is hereby certified and recited that all conditions, acts and things required by the Constitution and statutes of the State of New York to exist, to have happened and to have been performed precedent to and in the issuance of this Note, exist, have happened and have been performed, and that this Note, together with all other indebtedness of ,~r ~I~ J~p i"_ i Y such Town, is within every debt and other limit prescribed by the Constitution of such Stale. i . ~ - IN WITNESS WHEREOF, the Town of Southold has caused this Note to be signed by its Supervisor, and its • I t ~ corporate seal (or a facsimile thereof) to be affixed, impressed, imprinted or otherwise reproduced hereon and attested by its ~I Town Clerk and this Note to be dated as of the DATE OF ISSUE. i SEAL ( ) S sy , ~~?y Supervisor '~`~s I' tBtlBl ATTEST: i, ~j'.''. v , ~ ~r~- ~ri, . Town C erk ~ ~I e,; i t v 4 Q ` Y S N {jr~{H(~iff}; {E{gF ~ -~,.~°.F~e~._a tI~ t~ ~4 / > r r a- ~ w.+.:.:.. s ' r ~A - ,m ~ i,.~ ry srfc as M1~ S \ t R„ r r, ~t~ +~u r'u'~iT wl, "MV 1. ;!fit THE DEPOSITORY TRUST COMPANY 55 Water Street New York, New York 10041 S IJ$ f ECT T~ CDUNT Attention: Underwriting Packaging Deparhnent AND EXAMINATION Phone: (212)558-8520 Telecopy: (212) 344-1533 SAFEKEEPING AGREEMENT Ref: (Description of issue, number of certificates, number o - - ~to issue and $ value of securities) Town of Southold, in the Coun of Suffo $465,000 Bond Anticipation Note for V urposes-2013, dated August 29, 2013, maturing August 29, 2014 CUSIP # 844572 NK9 (ONE CERTIFICATE) $ VALUE $465,000 The Depository Trust Company (DTC) acknowledges receipt from Hawkins Delafield & Wood LLP (the trustee, transfer agent, underwriter or other agent of the issuer, hereafter refereed to as the "Agent") of possession, custody and control of the above securities far safekeeping. DTC is authorized to hold these securities in safekeeping until DTC is instructed by telephone or in writing by one of the below designated representatives of the Agent either to: (1) deliver the securities by book-entry to the DTC account of the lead underwriter (or to the DTC account of its clearing agent) or (2) return the said securities to the Agent. In the event DTC is instructed to return said securities, DTC shall return the securities to the Agent as soon as practicable, but, in any event, no later than the DTC business day following the day such instruction is received. DTC shall hold the Agent, its officers and employees, harmless from any liability, loss, damage, and reasonable expense of any kind in connection with any loss, damage, theft or destruction of any kind of said securities while they aze in the possession, custody or control of DTC, its officers or employees or in the event securities aze released from the control of DTC without the specific approval of the Agent pursuant to this Safekeeping Agreement. TFffi AGENT The Depository Trust Company By: By: Title: Title: SUPERVISOR Date: Date: Authorized Representative of Trustee/Agent PRMT NAME ORGANIZATION ( ) TELEPHONE NO. PRINT NAME ORGANIZATION ( ) TELEPHONE NO. PRMT NAME ORGANIZATION ( I TELEPHONE NO DTC accepts authorization of closings on the phone number listed below: (212) 855-3752 (212) 8553753 (212)855-3755 (212)855-3754 1293904.1 036577 AGMT John Cosgrove From: William Jackson Sent: Thursday, August 29, 2013 11:46 AM To: 'Cushman, John'; Robert Smith; Gerard Fernandez; Marie Liotta Cc: John Cosgrove Subject: RE: [Brnch Out Wire Advice -entail] Message ID:130829101843H300 Advice Code:OTBRADEM Will do. Thanks, John -----Original Message----- From: Cushman, John [mailto:]ohn.Cushman@town.southold.ny.us] Sent: Thursday, August 29, 2013 11:39 AM To: William Jackson; Robert Smith; Gerard Fernandez; Marie Liotta Subject: RE: [Brnch Out Wire Advice - entail] Message ID:130829101843H300 Advice Code:OTBRADEM Unfortunately, I am not. However, I think it's appropriate to move ahead with the closing anyway. -----Original Message----- From: William Jackson [mailto:W]ackson@hawkins.com] Sent: Thursday, August 29, 2013 11:37 AM To: Cushman, John; Robert Smith; Gerard Fernandez; Marie Liotta Subject: RE: [Brnch Out Wire Advice - entail] Message ID:130829101843H300 Advice Code:OTBRADEM Hi John - Are you able to confirm what Capital One is telling us before we close? Thanks, Bill -----Original Message----- From: Cushman, John [mailto:john.Cushman@town.southold.ny.us] Sent: Thursday, August 29, 2013 11:35 AM To: William Jackson; Robert Smith; Gerard Fernandez; Marie Liotta Subject: FW: [Brnch Out Wire Advice - entail] Message ID:130829101843H300 Advice Code:OTBRADEM Below FYI -----Original Message----- From: Dolliver, Caroline (mailto:Caroline.Dolliver@capitalone.com] Sent: Thursday, August 29, 2013 11:23 AM To: Cushman, John Cc: Leisen, Tammy (BANK) Subject: FW: [Brnch Out Wire Advice - entail] Message ID:130829101843H300 Advice Code:OTBRADEM At this time the wire has gone through and the balances should be showing within your accounts. Please let me know if you have any questions. Thank you, Caroline In accordance with your instructions, your Capital One Bank account **********7282 has been debited on 2013-08-29 00:00:00 for an Outgoing 1 ~ Wire Transfer as detailed below. Sender Information: By Order of: JAMSAB REALTY CORP Sender Bank: CAPITALONE LA Sender ABA: 021407912 Senders Reference: AC105462971 Receiver Bank: CAPITAL ONE, N.A. Receiver Bank ABA: 021407912 Beneficiary Bank: Beneficiary Bank ABA: FRB Reference 20130829FSQCZ800000872 Beneficiary: Town of Southold Beneficiary Account: **********9669 Amount: $465,000.00 Addl. Beneficiary Data: Beneficiary Reference Additional Information (If Applicable): ]ohn Cushman 631 765 4333 If you have any questions regarding this transaction, please contact the Wire Transfer Department. The information contained in this a-mail is confidential and/or proprietary to Capital One and/or its affiliates. The information transmitted herewith is intended only for use by the individual or entity to which it is addressed. If the reader of this message is not the intended recipient, you are hereby notified that any review, retransmission, dissemination, distribution, copying or other use of, or taking of any action in reliance z I upon this information is strictly prohibited. If you have received this communication in error, please contact the sender and delete the material from your computer. IRS CIRCULAR 230 DISCLOSURE. To ensure compliance with requirements imposed by the IRS, we inform you that any U.S. federal tax advice contained in the communication (including any attachments) is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing, or recommending to another party any transaction or matter addressed herein. ss*t*****»*r*r*r*?*¦rr?*****s**a**as*:*.+**+****r***rrrs*rr*»«*»* This a-mail, including any attachments, is sent by a law firm and may contain information that is privileged or confidential. If you are not the intended recipient, please delete the a-mail and any attachments, destroy any printouts that you may have made and notify us immediately by return a-mail. Thank you. 3 CERTIFICATE OF DETERMINATION BY THE SUPERVISOR RELATIVE TO AUTHORIZATION, SALE, ISSUANCE, FORM AND CONTENTS OF A $465,000 BOND ANTICIPATION NOTE FOR VARIOUS PURPOSES-2013 OF THE TOWN OF SOUTHOLD, IN THE COUNTY OF SUFFOLK, NEW YORK I, Scott A. Russell, Supervisor of the Town of Southold, in the County of Suffolk, New York (herein called the "Town"), HEREBY CERTIFY that pursuant to the powers and duties delegated to me, the chief fiscal officer of the Town, by the Town Board of the Town, pursuant to the bond resolutions duly adopted and amended and as referred to in the paragraphs below and subject to the limitations prescribed in said bond resolutions, I have made the following determinations: 1. A bond anticipation note of the Town in the principal amount of $12,000 shall be issued to renew, in part, the $15,000 bond anticipation note dated August 30, 2012, maturing August 30, 2013, and heretofore issued in anticipation of the sale of the serial bonds authorized pursuant to the bond resolution entitled: "Bond Resolution of the Town of Southold, New York, adopted July 17, 2007, ratifying the appropriation of $30,000 to finance a part of the cost of construction of improvements to certain highways in the Hamlet of Orient, known as Ryder Farm Lane and Park View Lane; stating the estimated maximum cost thereof is $180,000, with $150,000 of said cost expected to be paid from other sources; and authorizing the issuance of $30,000 serial bonds of said Town to finance said $30,000 appropriation," duly adopted by the Town Board on the date therein referred to, and the Certificate of Determination executed by the Supervisor on August 30, 2012, the redemption of said $15,000 bond anticipation note having been heretofore provided to the extent of $3,000 from a source other than the proceeds of serial bonds. 2. A bond anticipation note of the Town in the principal amount of $220,000 shall be issued to renew, in part, the $330,000 bond anticipation note dated August 30, 2012, maturing August 30, 2013, and heretofore issued in anticipation of the sale of the serial bonds authorized pursuant to the bond resolution entitled: "Bond Resolution of the Town of Southold, New York, adopted June 15, 2010 and amended May 4, 2010, appropriating $700,000 for the improvement of facilities of the Southold Town Wastewater Disposal District, and authorizing the issuance of $700,000 serial bonds of said Town to finance said appropriation," duly adopted and amended by the Town Board on the dates therein referred to, and the Certificate of Determination executed by the Supervisor on August 30, 2012, the redemption of 1293237.1033923 CLD said $330,000 bond anticipation note having been heretofore provided to the extent of $110,000 from a source other than the proceeds of serial bonds. 3. A bond anticipation note of the Town in the principal amount of $139,000 shall be issued to renew, in part, the $189,000 bond anticipation note dated August 30, 2012, maturing August 30, 2013, and heretofore issued in anticipation of the sale of the serial bonds authorized pursuant to the bond resolution entitled: "Bond Resolution of the Town of Southold, New York, adopted June 21, 2011, authorizing the acquisition of equipment for use by the Highway Department, stating the estimated maximum cost thereof is $250,000, appropriating said amount for such purpose, and authorizing the issuance of $250,000 bonds of said Town to finance said appropriation," duly adopted by the Town Board on the date therein referred to, and the Certificate of Determination executed by the Supervisor on August 30, 2012, the redemption of said $189,000 bond anticipation note having been heretofore provided to the extent of $50,000 from a source other than the proceeds of serial bonds. 4. A bond anticipation note of the Town in the principal amount of $94,000 shall be issued to renew, in part, the $120,000 bond anticipation note dated August 30, 2012, maturing August 30, 2013, and heretofore issued in anticipation of the sale of the serial bonds authorized pursuant to the bond resolution entitled: "Bond Resolution of the Town of Southold, New York, adopted June 19, 2012, authorizing the construction of vazious improvements to Town-owned facilities located at the Town's Highway Department yard, at the estimated maximum cost of $106,000 and to the Town's Police Department headquarters building, at the estimated maximum cost of $14,000, stating the estimated total cost thereof is $120,000, appropriating said amount for such purposes, and authorizing the issuance of $120,000 bonds of said Town to finance said appropriation," duly adopted by the Town Boazd on the date therein referred to, and the Certificate of Determination executed by the Supervisor on August 30, 2012, the redemption of said $120,000 bond anticipation note having been heretofore provided to the extent of $26,000 from a source other than the proceeds of serial bonds. 5. Said $12,000 note, said $220,000 note, said $139,000 note and said $94,000 note shall be combined for purposes of sale into a single note issue in the aggregate principal amount of $465,000 (hereinafter referred to as the "Note"). 6. The terms, form and details of said Note shall be as follows: Amount and Title: $465,000 Bond Anticipation Note for Various Purposes-2013 1293237.1 033923 CLD Dated: August 29, 2013 Matures: August 29, 2014 Number and Denomination: Number 6R-1, at $465,000 Interest Rate per annum: 0.57% Place of payment of principal and interest shall be the office of the Town Clerk, Town of Southold, 53095 Main Road, Southold, New York, and the form of note shall be substantially in accordance with the form prescribed by Schedule B,2 of the Local Finance law, constituting Chapter 33-a of the Consolidated Laws of the State of New York, provided that the Note when issued will be (i) registered in the name of Cede & Co. as nominee of The Depository Trust Company, New York, New York ("DTC") and (ii) deposited with DTC to be held in trust until maturity. Purchases of ownership interests in the Note will be in book-entry form in denominations of $5,000 or any integral multiple thereof Beneficial owners of the Note will not receive certificates representing their interests in the Note. Unless the Town determines otherwise, transfers or exchanges of ownership interests in the Note may be accomplished via book-entry transactions only, as recorded through the book-entry system established and maintained by DTC or a successor depository. 7. The amount of bond anticipation notes and serial bonds originally issued pursuant to the bond resolution referred to in paragraphs 1 to 4, inclusive, hereof, is (1) $30,000, (2) $700,000, (3) $250,000 and (4) $120,000. The amount of bond anticipation notes which will be outstanding after the issuance of the Note, including said Note, will be (1) $12,000, (2) $220,000, (3) $139,000 and (4) $94,000. 8. The serial bonds authorized pursuant to the resolutions refen•ed to in paragraphs 1 and 2 hereof, aze for improvements which are assessable, and the serial bonds authorized pursuant to the resolutions referred to in paragraphs 3 and 4 hereof, are for improvements which aze non-assessable. 9. Pursuant to said powers and duties delegated to me, I DO HEREBY AWARD AND SELL said Note to Capital One Bank, N.A., McLean, Virginia, for the purchase price of $465,000.00, plus accrued interest, if any, from the date of said Note to the date of delivery thereof, and I FURTHER DETERMINE that said Note, as awazded, beaz interest at the rate of fifty-seven hundredths of one per centum (0.57%) per annum, payable at maturity. 10. Said Note shall be executed in the name of the Town by its Supervisor and the corporate seal of the Town or a facsimile thereof shall be affixed, impressed, imprinted or otherwise reproduced thereon and attested by the Town Clerk. 1293237.1 033923 CLD I HEREBY FURTHER CERTIFY that the powers and duties delegated to me to issue and sell the Note hereinabove referred to are in full force and effect and have not been modified, amended or revoked. IN WITNESS WHEREOF, I have hereunto set my hand as of the 29th day of August, 2013. Q.~~~fe~.Wr.~ Supervisor 1293237.1 033923 CLD CLERK'S CERTIFICATE I, Elizabeth A. Neville, Town Clerk of the Town of Southold, in the County of Suffolk, New York, HEREBY CERTIFY that I have compazed the foregoing copy of the Certificate of Determination executed by the Supervisor and the same is a true and complete copy of the Certificate filed with said Town in my office as Town Clerk on or before August 29, 2013, and I FURTHER CERTIFY that no resolution electing to reassume any of the powers or duties mentioned in said Certificate and delegated to the Supervisor by the resolutions cited in said Certificate and exercised by the Supervisor has been adopted by said Town Board. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of said Town as of the 29th day of August, 2013. (SEAL) ( 1~ia~ lam}',, ®i.~~ Town Clerk 1293237.1 033923 CLD M AFFIDAVIT AS TO NO CONFLICT OF INTEREST STATE OF NEW YORK ) :ss: COUNTY OF SUFFOLK ) Elizabeth A. Neville, being duly sworn upon her oath deposes and says: 1. I am the duly appointed, qualified and acting Town Clerk of the Town of Southold, in the County of Suffolk, New York (herein and in Schedule A annexed hereto called the "Town"); 2. That with respect to the contract of sale of the Note of the Town described in the Certificate of Determination executed by the Supervisor on August 29, 2013, to the financial institution indicated in such Certificate, I have made a careful inquiry of each officer and employee of the Town having the power or duty to (a) negotiate, prepare, authorize or approve the contract or authorize or approve payment thereunder, (b) audit bills or claims under the contract, or (c) appoint an officer or employee who has any of the powers or duties set forth above, as to whether or not such officer or employee has an interest (as defined pursuant to Article 18 of the General Municipal Law) in such contract; 3. That upon information and belief, as a result of such inquiry, no such officer or employee has any such interest in said contract unless otherwise noted in Schedule A annexed hereto and by this reference made a part hereof. Town Clerk Subscribed and sworn to before me thisda d`aynofAugustn, 2013. I.~S-~,C 9[u.-W Notary Public, fate of New York LINDA J COOPER NOTARY PUBLIC, State of Ne~.v tL. ND. 01004822563, Sutiolk Cou'~~'ty/ Term Expires December 31, 20~y 1293237.1033923 CLD SCHEDULE A 1. , is a stockholder of the Purchaser owning or controlling, directly or indirectly, less than five per centum (5%) of the outstanding stock thereof but no disclosure of such interest by said officer is required pursuant to said Law. 2. ,has an interest in the Purchaser solely by reason of employment as an officer or employee thereof, but the remuneration of such employment will not be directly affected as a result of said contract and the duties of such employment do not directly involve the procurement, preparation or performance of any such part of such contract. 3. ,has publicly disclosed the nature and extent of such interest in writing to the governing board of the Town. Such written disclosure has been made a part of and set forth in the official record of proceedings of the Town. 1293237.1 033923 CLD CERTIFICATES AS TO SIGNATURES, LITIGATION, AND DELIVERY AND PAYMENT WE, the undersigned officers of the Town of Southold, in the County of Suffolk, a municipal corporation of the State of New York (herein referred to as the "Town") HEREBY CERTIFY that on or before August 29, 2013, we officially signed and properly executed by manual signatures a $465,000 Bond Anticipation Note for Various Purposes-2013 (the "Note") of the Town, registered in the name of Cede & Co., as Noteowner and nominee of The Depository Trust Company ("DTC") and otherwise described in Schedule A annexed hereto and by this reference made a part hereof, and that at the time of such signing and execution and on the date hereof we were and aze the duly chosen, qualified and acting officers of the Town authorized to execute said Note and holding the respective offices indicated by the titles set opposite our signatures hereto for terms expiring on the respective dates set opposite such titles. WE FURTHER CERTIFY that no litigation of any nature is now pending or threatened restraining or enjoining the issuance or delivery of said Note or the levy or collection of any taxes to pay the interest on or principal of said Note, or in any manner questioning the authority or proceedings for the issuance of said Note or for the levy or collection of said taxes, or relating to said Note or affecting the validity thereof or the levy or collection of said taxes, that neither the corporate existence or boundazies of the Town nor the title of any of the present officers thereof to their respective offices is being contested, and that no authority or proceedings for the issuance of said Note has or have been repealed, revoked or rescinded. WE FURTHER CERTIFY that the seal which is impressed upon this certificate has been affixed, impressed, imprinted or otherwise reproduced upon said Note and is the legally adopted, proper and only official corporate seal of the Town. And I, Scott A. Russell, Supervisor, HEREBY FURTHER CERTIFY that on August 29, 2013, I delivered or caused the delivery of said Note to The Depository Trust Company to be held in trust to maturity for Capital One Bank, N.A., McLean, Virginia, the purchaser thereof, and that at the time of such delivery of said Note, the Town received from said purchaser the amount hereinbelow stated, in full payment for such Note, computed as follows: Price .........................................................................................$465,000.00 Interest on said Note accrued to the date of such delivery -0- Amount Received .....................................................................$465,000.00 1293237.1 033923 CLD IN WITNESS WHEREOF, we have hereunto set our hands and said corporate seal has hereunto been affixed this 29th day of August, 2013. Term of Office i ature ~ Expires Title a1~~~'~ ' _ December 31, 2015 Supervisor December 31, 2013 Town Clerk (SEAL) HEREBY CERTIFY that the signatures of the officers of the above-named Town, which appeaz above, are true and genuine and~tha~t/~'I kno/w~ said officers and know them to hold the respective offices set opposite their signatureC~la~ G~-~ John Cushman Town Comptroller 1293237.1 033923 CLD ATTORNEY'S CERTIFICATE I, Martin D. Finnegan, Esq., HEREBY CERTIFY that I am a licensed attorney at law of the State of New York, and am the duly chosen, qualified and acting Town Attorney of the Town of Southold, in the County of Suffolk, a municipal corporation of the State of New York (herein referred to as the "Town"); that no litigation of any nature is now pending or threatened restraining or enjoining the issuance or delivery of a $465,000 Bond Anticipation Note for Various Purposes-2013 (the "Note") of the Town, registered in the name of Cede & Co., as Noteowner and nominee of The Depository Trust Company ("DTC") and otherwise described as set forth in Schedule A annexed hereto and by this reference made a part hereof or the levy or collection of any taxes to pay the interest on or principal of said Note, or in any manner questioning the authority or proceedings for the issuance of said Note or for the levy or collection of said taxes, or relating to said Note or affecting the validity thereof or the levy or collection of said taxes; that neither the corporate existence or boundaries of the Town nor the title of any of the present officers thereof to their respective offices is being contested; and that no authority or proceedings for the issuance of said Note has or have been repealed, revoked or rescinded. IN WITNESS WHEREOF, I have}tereynto set my hand as of the 29th day of August, 2013. Town Attorney 1293237.1 033923 CLD SCHEDULE A Amount and Title: $465,000 Bond Anticipation Note for Various Purposes-2013 Dated: August 29, 2013 Matures: August 29, 2014 Number: 6R-1 Interest Rate per annum: 0.57% 1293237.1 033923 CLD ARBITRAGE AND USE OF PROCEEDS CERTIFICATE I, Scott A. Russell, Supervisor of the Town of Southold (the "Issuer"), in the County of Suffolk, New York, HEREBY CERTIFY and reasonably expect with respect to the Issuer's $465,000 Bond Anticipation Note for Various Purposes-2013 (herein referred to as the "Note"), dated and issued on August 29, 2013, as follows: Unless the context cleazly requires otherwise, all capitalized terms not otherwise defined herein shall have the meanings set forth below or in the Resolution, the Code or the Regulations (each as defined below): ARTICLE I General Section 1.1. Authority of Signatory. I am an officer of the Issuer charged with the responsibility for the execution, delivery, and issuance of the Note and am acting for and on behalf of the Issuer in signing this certificate. Section 1.2. Pumose of Certificate. This certificate is made for the purpose of establishing evidence of the expectations of the Issuer as of the date hereof as to future events regazding the amount and use of proceeds of the Note. It is intended and may be relied upon for purposes of Sections 103 and 148 of the Internal Revenue Code of 1986, as amended (the "Code"), and as a certification described in Section 1.148-2(b)(2) of the Treasury Regulations (the "Regulations"). This certificate is executed and delivered as part of the record of proceedings in connection with the issuance of the Note. The provisions of this certificate constitute a contractual obligation of the Issuer in consideration for the purchase of and payment for the Note by the purchaser(s) thereof. Section 1.3. Reasonable Expectations. This certificate sets forth the facts, estimates and circumstances now in existence which form the basis for the Issuer's expectation that the proceeds of the Note will not be used in a manner that would cause the Note to be an azbitrage bond under Section 148 of the Code or a private activity bond under Sections 103 and 141 of the Code. To the best of my knowledge and belief, such expectation is reasonable and there aze no other facts, estimates or circumstances that would materially change that expectation. Section 1.4. No Composite Issue. No other governmental obligations have been sold fewer than 15 days prior to, or will be sold fewer than 15 days after, the sale date of the Note, pursuant to a common plan of financing which aze expected to be paid from substantially the same source of funds as the Note. Section 1.5. No Federal Guazantee. The Issuer represents and covenants that, except for the gross proceeds of the Note which aze: (a) invested during the temporary period referred to in Article III, (b) held in any refunding escrow, or (c) invested in obligations of the United States Treasury or in obligations issued pursuant to Section 21B(d)(3) of the Federal Home Loan Bank Act, as amended by Section 511(a) of the Financial Institutions Reform, 1293237.1 033923 CLD Recovery and Enforcement Act of 1989, or any successor provision to Section 21B(d)(3) of the Federal Home Loan Bank Act, as amended: (i) No portion of the payment of principal or interest with respect to the Note is or will be guaranteed directly or indirectly by the United States or any agency or instrumentality thereof (herein "federally guazanteed"); and (ii) No portion of the gross proceeds of the Note in excess of five percent of such gross proceeds is or will be (A) used in making loans the payment of principal or interest with respect to which is to be federally guazanteed, or (B) invested directly or indirectly in federally insured deposits or accounts. Section 1.6. Tax Representation. The Issuer expects to be able to and will comply with all the procedures and provisions set forth herein, and will do and perform all acts and things necessary and desirable within its reasonable control in order to assure that interest paid on the Note shall be excluded from gross income of the owners thereof for the purpose of federal income taxation. Section 1.7. Additional Information. The Issuer will provide such other information as may be required to assure the exclusion from gross income of interest on the Note for federal income taxation purposes. Section 1.8. Non-Pumose Investments. Not more than 50% of the proceeds of the Note aze being invested in investments not acquired to carry out the governmental purposes of the issue at a guazanteed yield and having a term of 4 yeazs or more. Section 1.9. IRS Information Reporting. The Issuer will make a timely filing of the appropriate IRS Form 8038-G or 8038-GC. ARTICLE II Use of Project and Proceeds Section 2.1. Authorization. (a) The Note is authorized to be issued pursuant to applicable provisions of the laws of the State of New York and various bond resolutions duly adopted and amended by the Town Boazd on their respective dates (the "Resolutions"), as referred to in the Certificate of Determination executed by the Supervisor on August 29, 2013. (b) For purposes of this Article II the term "proceeds" means the net amount (after payment of all costs and expenses associated with issuing the Note) received by the Issuer from the sale of the Note, excluding accrued interest. Section 2.2. Puroose of Issue The Note is being issued to provide funds for various purposes in and for the Town (the "Projects"), as further described in the Resolutions. 1293237.1 033923 CLD 2.3. Use of Proceeds. The proceeds of sale of the Note in the amount of $465,000 will be used, together with other available funds in the amount of $335,000, to redeem a prior issue of bond anticipation notes in the principal amount of $800,000 (the "Prior Issue"), heretofore issued to fmance the Project. 2.4. Ownership/Lease/Sale. The Project will be owned by the Issuer or another state or local governmental unit and will not be leased to any person who is not a state or local governmental unit. It will not (except to the extent that any of the projects financed involve grants) be sold or otherwise disposed of, in whole or in part, except for incidental sales of surplus items the proceeds of which will not constitute net operating profits or net capital profits to the Issuer, prior to the maturity date of the Note. 2.5. Private Loans. Not more than the lesser of 5 percent or $5,000,000 of the proceeds of the Note will be used directly or indirectly to make loans to persons other than a governmental unit. 2.6. Private Use. The aggregate amount of proceeds of the Note used directly or indirectly in a trade or business cazried on by a person other than a state or local govenunental unit ("Private Use"), will not exceed 10% of such proceeds in the event that more than 10% of the principal or 10% of the interest due on the Note during the term thereof is, under the terms of the Note or any underlying arrangement, directly or indirectly, secured by any interest in property used or to be used for a Private Use or in payments in respect of property used or to be used for a Private Use or is to be derived from payments, whether or not to the Issuer, in respect of property or borrowed money used or to be used for a Private Use. 2.7. Unrelated/Related Disproportionate Use. No more than 5% of the proceeds of the Note will be used directly or indirectly in the trade or business of a person other than a governmental unit that is unrelated or related and disproportionate to the governmental use of the property being financed, including any private loan financing described in Section 2.5 which meets this test. For purposes of this Arbitrage and Use of Proceeds Certificate, proceeds of the Note aze allocable to an unrelated Private Use if such use is neither directly nor operationally related to a governmental use and proceeds of the Note aze allocable to a disproportionate related Private Use to the extent that the proceeds of the Note which are to be used to finance property used by a nongovernmental person in a trade or business which is related to the governmental use of the property referred to in Section 2.6 above, exceeds the proceeds of the Note which are to be used for the governmental use to which such Private Use relates. 2.8. Other Private Uses Defined. For purposes of Section 2.6 and 2.7, a Private Use consists of any contract or other arrangement including, without limitation, leases, management contracts, guarantee contracts, take or pay contracts, or put or pay contracts, which provides for a use of the Project by a person or persons who aze not State or local governments on a basis different than the general public. Any management, or operations contract or agreement which provides for nongovernmental use will provide for reasonable compensation which is in no part based on net profits and will satisfy the provisions of (a), (b) or (c) below: 1293237.1033923 CLD (a) for contracts which provide compensation for each annual period based on a periodic fixed fee, a capitation fee or combination thereof, (i) the contract has a term (including renewal options) not exceeding five yeazs; (ii) the issuer may terminate the contract, without penalty, at the end of any three yeaz period, and (iii) at least 50% of the compensation paid is on a periodic, fixed fee basis; (b) for contracts entered into or materially modified (other than pursuant to a renewal option) after Mazch 15, 1993, which provide compensation based on a per unit fee or a combination per unit and periodic fixed fee, (i) the contract has a term (including renewal options) not exceeding three years; (ii) the issuer may terminate such contract (without penalty) at the end of the second yeaz of the term, and (iii) the amount of the per unit fee is specified in the contract or otherwise limited by the qualified user or a third P~'~ (c) for contracts entered into or materially modified (other than pursuant to a renewal option) after Mazch 15, 1993, which provide compensation based on a percentage of fees chazged, (i) the contract has a term (including renewal options) not exceeding two years, (ii) the issuer may terminate the contract (without penalty) at the end of the first year, and (iii) the service provider primarily provides services to third parties or the contract involves a facility during an initial start-up period; (d) For purposes of this Section 2.8: (i) "capitation fee" means a fixed periodic amount paid under a management contract or agreement for each person for whom the service provider assumes the responsibility to provide all needed services for a specified period, provided the quantity and type of services actually provided vary substantially; (ii) "periodic fixed fee" means a stated dollaz amount for services rendered during a specified period of time (i.e. $XX per month) which amount may automatically increase according to a specified, objective, external standazd; and (iii) "per unit fee" means a stated dollaz amount for each unit of service provided (i.e. $XX per medical procedure). 2.9. Pooled Loan Financines. To the extent the amount of proceeds of the Note to be used to make loans to any borrowers (including loans referred to in Section 2.5 above and loans to state or local governmental units) exceeds $5,000,000, at least 95% of the net proceeds of the issue (as defined in Section 150 of the Code but without including proceeds used to finance costs of issuance or capitalized interest) that aze to be used to make loans, will have been used within 3 yeazs of the date hereof to make such loans. The payment of legal and underwriting costs is not contingent and at least 95% of the reasonably expected legal and underwriting costs associated with issuance will be paid within 180 days of the date hereof. 1293237.1033923 CI,D 2.10. Output Facilities. No more than 5% of the proceeds of the Note are to be used with respect to any output facility (other than a facility for the famishing of water). No more than the lesser of $5,000,000 or 5% of the proceeds of the Note are to be used (directly or indirectly) for the acquisition of a nongovernmental output facility. ARTICLE III Arbitra¢e/Rebate Exemption 3.1. Temporary Period-Refundine. With respect to the proceeds of the Note allocable to the Prior Issue: (a) All of the proceeds of the Prior Issue have been expended, or any such proceeds which have not been expended as of the date hereof, shall become transferred proceeds of this issue. Such transferred proceeds may be invested without restriction as to yield until three yeazs after the date of original issuance of the Prior Issue. If any transferred proceeds remain unexpended after three years after the date of original issuance of the Prior Issue, such proceeds will be invested at a yield not in excess of the yield on the Note. (b) The proceeds of the Note will be used to refund the Prior Issue within 90 days of the date hereof, and may be invested during such time without restriction as to yield. 3.2. Rebate. (a) The Prior Issue was not subject to the rebate requirement imposed by Section 148 of the Code because at the time of original issuance of the first note or notes issued pursuant to the Resolution, in renewal of which the Prior Issue and/or the Note aze issued: (i) the Issuer was a governmental unit with general taxing powers; (ii) the Prior Issue did not constitute a "private activity bond" as that term is defined in Section 141 of the Code; (iii) ninety-five percent or more of the net proceeds of the sale of the Prior Issue was used for local governmental activities of the Issuer; and (iv) the Issuer (including all agencies, instrumentalities and political subdivisions of the Issuer) reasonably expected that the aggregate face amount of all tax-exempt bonds issued by the Issuer during the calendaz yeaz in which the Prior Issue was issued would not exceed $5,000,000. For purposes of such determination, no tax-exempt obligation was taken into account if it was a current refunding obligation issued in the calendaz yeaz in which the Prior Issue was being issued which does not exceed the outstanding (redeemed) principal amount of the obligation to be refunded. 1293237.1033923 CLD (b) The Note is not subject to the rebate requirement imposed by Section 148 of the Code because all of the proceeds of such Note will be expended to pay the Prior Issue within 90 days of the date hereof and will, therefore, qualify for the six-month expenditure exception to rebate. 3.3. No Excess Proceeds. The total proceeds of sale of all bond anticipation notes issued to date for the Project do not exceed the total cost of the Project. 3.4. Source of Repayment Funds. The Note will be paid from taxes and the proceeds of other obligations of the Issuer issued to fund the Note. 3.5. Debt Service Fund. The taxes used to pay principal and interest on the Note, whether or not deposited in a debt service fund, will be expended within 13 months of the date of deposit in such fund, or the date of their accumulation, in the payment of debt service on the Note. Any amounts received from the investment of such deposit or accumulation will be expended within one yeaz of receipt. The debt service fund, if any, will be used to achieve a proper matching of revenues and debt service and will be depleted at least annually except for a reasonable carryover amount which will not exceed the greater of the earnings on such fund for the immediately preceding yeaz or one-twelfth of the debt service on the Note for the immediately preceding yeaz. 3.6. Sinking Funds. Except for the debt service fund described herein the Issuer has not created or established, and does not expect to create or establish, any sinking fund or other similaz fund which the Issuer reasonably expects to use to pay principal or interest on the Note. ARTICLE IV Bank Qualification 4.1. Desi ation. The Note is hereby designated as a "qualified tax-exempt obligation" pursuant to the provisions of Section 265 of the Code. In making such designation it has been detennined that: (a) the Note cunently refunds the Prior Issue; (b) the Prior Issue was designated as a "qualified tax-exempt obligation"; (c) the aggregate face amount of the Note does not exceed $10,000,000; (d) the Prior Issue had a weighted average maturity of 3 yeazs or less; (e) the maturity date of the Note, as measured from the original date of issuance of the notes issued pursuant to the Resolution, in renewal of which such Note is being issued, does not exceed 30 yeazs; and 1293237.1033923 CLD (fj not more than $10,000,000 of obligations issued by the Issuer during the calendar yeaz in which the Prior Issue was issued were designated by the Issuer as "qualified tax- exemptobligations." ARTICLE V Post-Issuance Compliance 5.1. Post-Issuance Compliance Procedures. The Town has established Written Procedures concerning post-issuance tax compliance with applicable requirements of federal tax law with respect to the Note, including specification of the official responsible for monitoring compliance with such requirements, and such procedures aze set forth in Attachment A to this Arbitrage and Use of Proceeds Certificate. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Town of Southold as of the 29th day of August, 2013. (SEAL) ~ Supervisor 1293237.1033423 CLD ATTACHMENT A PROCEDURES FOR POST-ISSUANCE COMPLIANCE WITH FEDERAL TAX LAW Municipalities that borrow money on atax-exempt basis are now required to report to the Internal Revenue Service whether they have established written procedures to comply with applicable requirements of federal tax law for all issues of bonds, bond anticipation notes, tax anticipation notes, revenue anticipation notes, financing leases, energy performance contract financings, and any other instruments evidencing the borrowing of money (collectively the "Obligations"). The procedures set forth herein will assist the Town of Southold, New York (the "Town") in meeting the post-issuance requirements of federal tax law necessary to preserve the tax-exempt status of interest ontax-exempt Obligations issued by the Town. These procedures address Obligations such as serial bonds and bond anticipation notes which are issued to finance physical facilities and equipment (the "Capital Obligations") and Obligations such as tax anticipation notes, revenue anticipation notes, budget notes and deficiency notes which are issued to finance cash-flow operating requirements (the "Cash-Flow Obligations"). I. GENERAL PROCEDURES A. Responsible Official. The Supervisor (herein referred to as the "Responsible Official") will identify such officers and employee(s), who will be responsible for each of the procedures listed below, and will notify such officers and employee(s) of the responsibilities, and provide those persons with a copy of these procedures. Upon employee transitions, the Responsible Official will advise the new personnel of their responsibilities under these procedures and will ensure they understand the importance of these procedures. If employee positions are restructured or eliminated, the Supervisor will reassign responsibilities as necessary. 12932321033923 CLD B. Issuance of Obli atg ions. 1. Bond Counsel. The Town will retain a firm of nationally-recognized bond counsel ("Bond Counsel") to deliver a legal opinion in connection with the issuance of all Obligations. The Responsible Official will consult with Bond Counsel and other legal counsel and advisors, as needed, following the issuance of Obligations to ensure that applicable post- issuance requirements aze met, so that interest on each issue of Obligations will be excluded from gross income for federal income tax purposes. 2. Documentation of Tax Requirements. The federal tax requirements relating to each issue of Obligations will be set forth in a tax certificate (the "Tax Certificate") executed in connection with each issue of Obligations, which will be included in the closing transcript for each issue of Obligations. The Tax Certificate will contain certifications, representations, expectations and factual statements relating to the restriction on use of the facilities financed with Obligations by persons or entities other than the Town ("Private Use"), changes in use of the facilities financed or refinanced with the proceeds of Obligations, restrictions applicable to the investment of the proceeds of any Obligations and other moneys relating to the Obligations, and azbitrage rebate requirements. The Responsible Official will review the Tax Certificate prior to the date of issue of each issue of Obligations. 3. Information Reporting. In connection with each issue of tax-exempt Obligations, the Town is required to file, or shall cause to be filed by Bond Counsel, an IRS Form 8038-G (or, if applicable, IRS Form 8038-GC). Any such IRS Form filed with the IRS, together with a proof of filing, will be included as part of the closing transcript for each issue of Obligations, or kept in the records maintained by Bond Counsel related to the appropriate issue of Obligations. The Responsible Official shall ascertain that such form has been filed in connection with each issue of Obligations. C. Record Retention. 1. General. Copies of all relevant documents and records sufficient to support that the tax requirements relating to all Obligations have been satisfied, including the following documents and records, shall be maintained by the Town: 1293237.1 033923 CLD (a) Closing transcript; (b) All records of investments, azbitrage reports, returns filed with the IRS and underlying documents; (c) Construction contracts, purchase orders, invoices and expenditure and payment records; (d) Documents relating to costs reimbursed with the proceeds of Capital Obligations; (e) All contracts and arrangements involving Private Use of the property financed with Capital Obligations; (f) All reports relating to the allocation of the proceeds of Obligations and Private Use of property financed with Capital Obligations; (g) Itemization of property financed with the proceeds of Capital Obligations; and (h) In connection with Cash-Flow Obligations, information regarding the Town's revenue, expenditures and available balances sufficient to support the Town's prospective and actual maximum cumulative cash-flow deficit calculations. 2. Duration of Record Retention. All of the foregoing documents and records shall be retained for the term of the Obligations, plus six (6) yeazs. D. Capital Obligations. I. Timelv Expenditure of Proceeds of Capital Obligations. At the time of issuance of Capital Obligations issued to fund original expenditures, the Town must reasonably expect to spend at least 85% of all proceeds within three (3) yeazs of the date of issuance of the Obligations. In addition, for Capital Obligations, the Town must have incurred or expect to incur within six months after original issuance expenditures of not less than 5% of the amount of such proceeds, and must expect to complete the project financed with Capital Obligations (the "Project") and expend the proceeds of such Capital Obligations to pay Project costs with due diligence. Satisfaction of these requirements allows the proceeds of Capital Obligations issued 1293237.1 033923 CLD for the Project to be invested at an unrestricted yield for three (3) years. Failure to satisfy these requirements could subject the Town to rebate of investment income, and other penalties. The Responsible Official will monitor the appropriate capital project accounts to ensure that the proceeds of Capital Obligations are spent within the time period(s) required under federal tax law. Capital Obligations issued to refinance outstanding Capital Obligations aze subject to sepazate expenditure requirements, which shall be outlined in the Tax Certificate relating to such Obligations. In connection with the issuance of any Capital Obligations issued to refinance outstanding Capital Obligations, the Responsible Official will confirm that any rebate obligation due with respect to the original issue and any subsequent refinancing thereof has been met. 2. Use of Proceeds of Capital Obli atg ions. In general, proceeds (including investment income on original sale proceeds) of Capital Obligations, other than proceeds used to pay costs of issuance, must be spent on capital expenditures. For this purpose, capital expenditures generally mean costs to acquire, construct or improve property (land, buildings and equipment). Capital Expenditures include design and planning costs related to the Project, and include architectural, engineering, surveying, soil testing, environmental, and other similar costs incurred in the process of acquiring, constructing, improving or adapting the property. Capital Expenditures do not include operating expenses of the Project. 3. Use of Facilities Financed with Capital Obli atg ions. For the life of all Capital Obligations, the Project must be owned and operated by the Town. At all times while Capital Obligations issued for a Project aze outstanding, no more than 5% of the proceeds of such Capital Obligations may used, directly or indirectly, in a trade or business carried on by a person other than a state or local governmental unit ("Private Use"). Generally, Private Use consists of any contract or other arrangement, including any lease, management contract (for example, a contract relating to the operation of a Town recreational azea or concessions in a Town pazk, water and sewer facilities or docks, if any), operating agreement and guazantee contract which provides for use of the facilities financed with Capital Obligations by any person who is not a state or local government on a basis different than the general public. The Project may be used by any person or entity, including any person or entity carrying on any trade or business, if such 1293237.1 033923 CLD use constitutes "General Public Use". General Public Use is any arrangement providing for use that is available to the general public at either no change or on the basis of rates that are generally applicable and uniformly applied. 4. Management or Operating A¢reements for Facilities Financed with Capital Obligations. Any management, operating or service contracts whereby anon-exempt entity is using facilities financed or refinanced with the proceeds of Capital Obligations must relate to portions of the Project that fit within the above-mentioned 5% allowable Private Use, or the contracts must meet the IRS safe hazbor for management contracts (Rev. Proc. 97-13). Any renewals of or changes to such contracts must be reviewed by Bond Counsel. The Responsible Official shall contact Bond Counsel if there may be a lease, sale, disposition or other change in use of facilities financed or refinanced with the proceeds of Capital Obligations. E. Cash-Flow Obligations. 1. Proper Sizing of Cash-Flow Obli atg ions. (a) If the Town does not qualify for the small issuer exemption from rebate, at the time of issuance of Cash-Flow Obligations, the Town must reasonably expect that it will incur an actual cumulative cash-flow deficit during the six-month period following the issue date of the Cash-Flow Obligations. The deficit must be at least 90% of the issue price of the Cash-Flow Obligations. (b) If the Town does qualify for the small issuer exemption from rebate, at the time of issuance of Cash-Flow Obligations, the Town must reasonably expect that it will incur an actual cumulative cash-flow deficit during the twelve-month period following the issue date of the Cash-Flow Obligations. The deficit must be at least 100% of the issue price of the Cash- Flow Obligations (which may include taking into account the Town's "reasonably required working capital reserve"). (c) The Responsible Official will determine the appropriate amount of Cash-Flow Obligations to issue. 129323'7.1 033923 CLD (d) In any yeaz in which the Town does not qualify for the small issuer exemption from rebate, the Responsible Official shall determine whether or not the Town has met its requisite cumulative cash-flow deficit requirement within six months following the date of issuance of the Cash-Flow Obligations, and shall, to the extent necessary, obtain assistance from the Arbitrage Rebate Consultant, referred to below. F. Investment Restrictions• Arbitrage Yield Calculation; Rebate. 1. Investment Restrictions. Investment restrictions relating to the proceeds of Obligations and other moneys relating to the Obligations are set forth in the Tax Certificate. The Responsible Official will monitor the investment of the proceeds of Obligations to ensure compliance with yield restriction rules. 2. Arbitrage Yield Calculation. Investment earnings on the proceeds of Obligations shall be tracked and monitored to comply with applicable yield restrictions andlor rebate requirements. The Town is responsible for calculating (or causing the calculation of) rebate liability for each issue of Obligations, and for making any required rebate payments. Any funds of the Town set aside or otherwise pledged or earmarked to pay debt service on the Obligations should be analyzed to assure compliance with the tax law rules on arbitrage, invested sinking funds and pledged funds (including gifts or donations linked to facilities financed with Capital Obligations). The Responsible Official will consult with Bond Counsel to confirm that all relevant arbitrage yield requirements are met. 3. Rebate. On or before the date of any required rebate payment (see below), the Town will retain a nationally recognized azbitrage rebate consultant (the "Arbitrage Rebate Consultant") to perform rebate calculations that may be required to be made from time to time with respect to any issue of Obligations. The Responsible Official shall be responsible for providing the Arbitrage Rebate Consultant with requested documents and information on a prompt basis, reviewing applicable rebate reports and other calculations and generally interacting with the Arbitrage Rebate Consultant to ensure the timely prepazation of rebate reports and payment of any rebate. 1293237.1033923 CLD The reports and calculations provided by the Arbitrage Rebate Consultant will assure compliance with rebate requirements, which require the Town to make rebate payments, if any, no later than the fifth anniversary date and each fifth anniversary date thereafter through the final maturity or redemption date of a Capital Obligation. A final rebate payment, if due, must be made within sixty (60) days of the final maturity or redemption date of all Obligations. Rebate spending exceptions for Capital Obligations aze available for periods of 6 months, 18 months and 2 yeazs. The Responsible Official will confer and consult with the Arbitrage Rebate Consultant to determine whether any rebate spending exception may be met. In the case of Cash-Flow Obligations, within 60 days of the maturity date of such Cash- Flow Obligations, if there is concern as to whether the Town has met its requisite maximum cumulative cash-flow deficit, the Arbitrage Rebate Consultant shall be promptly consulted to determine whether either the six-month spending exception or the statutory safe hazbor exception to the rebate rules was met (in which case no rebate would be owed) or whether the investment income derived from the proceeds of the Cash-Flow Obligations is subject, in whole or in part, to rebate. Copies of all arbitrage rebate reports, related return filings with the IRS (i.e., IRS Form 8038-T), copies of cancelled checks with respect to any rebate payments and information statements must be retained as described above. The Responsible Official will follow the procedures set forth in the Tax Certificate relating to compliance with the rebate requirements with respect to any Obligations. II. ADDITIONAL PROCEDURES. A. Periodic Monitorine. The Responsible Official will conduct periodic reviews of compliance with the foregoing procedures to determine whether any violations have occurred so that such violations can be remedied through the "remedial action" regulations (Treas. Reg. Section 1.141-12) or the Voluntary Closing Agreement Program (VCAP) described in IRS Notice 2008-31 (or successor guidance). If any changes to the terms or provisions of any Obligations aze contemplated, the Responsible Official will consult with Bond Counsel, because 1293239.1 033923 CLD such modifications could jeopazdize the tax-exempt status of interest on the Obligations after they aze modified. B. Use of Facilities. The Responsible Official will maintain records identifying any Private Use of the facilities or portion of facilities that aze financed or refinanced with proceeds of Capital Obligations. Such records may be kept in any combination of paper or electronic form. In the event the use of the facilities financed or refinanced with the proceeds of Capital Obligations differs from the representations or factual statements in the Tax Certificate, the Responsible Official will promptly contact and consult with Bond Counsel to ensure that there is no adverse effect on the tax-exempt status of the Capital Obligations and, where appropriate, will remedy any violations through the "remedial action" regulations (Treas. Reg. Section 1.141-12), the Voluntary Closing Agreement Program (VCAP) described in IRS Notice 2008-31 (or successor guidance), or as otherwise prescribed by Bond Counsel. 1293237.1033923 CLD ~~g~FFO~,rC ELIZABETH A. NEVILLE, MMC ~~O ~l/.y Town Hall, 53095 Main Road TOWN CLERK p ~ P.O. Box 1179 W ~ Southold, New York 11971 REGISTRAR OF VITAL STATISTICS p • ~ Fax (631) 765-6145 MARRIAGE OFFICER 'y~ Q`' Telephone (631) 765-1800 RECORDS OF MANAGEMENT OFFICER ~l ~ ~Q southoldtown.northfork.net FREEDOM OF INFORMATION OFFICER OFFICE OF THE TOWN CLERK TOWN OF SOUTHOLD July 12, 2012 Town of Southold, New York Bond Resolution for Various Improvements (Our File Designation: 2615/3536 William J. Jackson Hawkins, Delafield & Wood One Chase Manhattan Plaza New York, NY 10005 Dear Mr. Jackson: Enclosed are the following documents pertaining to the above referenced bond: 1. A copy of the fully executed Short Environmental Assessment Form 2. A copy of the affidavit of publication Please let me know if you need anything else for your files. Very truly yours, i~ i Lynda M Rudder Deputy Town Clerk enc #10752 STATE OF NEW YORK) SS: COUNTY OF SUFFOLK) Karen Kine of Mattituck, in said county, being duly sworn, says that she is Principal Clerk of THE SUFFOLK TIMES, a weekly newspaper, published at Mattituck, in the Town of Southold, County of Suffolk and State of New York, and that the Notice of which the annexed is a printed copy, has been regularly published in said Newspaper once each week for 1 week(s), successfully commencing on the 28th day of June. 2012. T~~ Principal Clerk Sworn to before me this ~ day of 2012. resolution and any bond anticipation notes issued in anticipation of [he sale of said bonds, shall mature no later than ~ five (5) years after [he date o[ original issuance of said bonds or notes. 1 A complete wpy of the bond resolu- CHRISTINA VOLINSKI lion summarized above shall be avail- ableforpublicinspection during normal NOTARY PUBLIC-STATE OF NEW YORK business hours at the office of the Town No. Ol V06105050 Clerk, at the Town Hall, 53095 Main 61U011116d In Suffolk COUnfy Street, Southold, New York. LEGAL NOTICE The bond resolution was adopted on My COmmlulon Explns FsbtYOry Z6, 2016 The resolution, a summary of which June 19, 2012. is published herewith, has been adopted ELIZABETH A. NEVILLE on June 19, 2012 and the validity of the SOUTHOLD TOWN CLERK obhga[ions authorized by such resolu- 10.752-1T 628 lion may be hereafter contested oNy if such obligations were authorized for an object or purpose for which the Town of Southold, m the County of Suffolk, New Yofk,ilam6satborized to expend money or if [tie provisions of law which should have been complied with as of the date of publication of this Notice were not substantially complied with, and an ac- tion, suit or proceeding contesting such validity is commenced within twenty days after the publication of this Notice, or such obligations were authorized in violation of the provisions of [he consci- tufion. ELIZABETH A. NEVILLE Town Clerk BOND RESOLUTION OF THE TOWN OF SOUTHOLD,NEW YORK, ADOPTED JUNE 19, 2012, AUTHO- RIZING THE CONSTRUCPION OF VARIOUS IMPROVEMENTS TO TOWN-OWNED FACILITIES LO- CATED AT THE TOWN'S HIGH- WAY DEPARTMENT YARD,AT THE ESTIMATED MAXIMUM COST OF $106,000 AND TO THE TOWN'S POLICE DEPARTMENT HEAD- QUARTERS BUILDING, AT THE ESTIMATED MAXIMUM COST OF $14,000, STATING THE ESTIMATED TOTAL COST THEREOF IS $120,000, APPROPRIATING SAID AMOUNT FOR SUCH PURPOSES AND AU- THORIZING THE ISSUANCE OF _ SSZO,OOD BONDS OF SAID TOWNTO FBVANC'H SAID APPROPRL4TION The objects or purposes for which the bonds are authorized is to construct various improvements to Town-owned facilities located a[ the Town's I-Rghway Department yard, at the estimated maxi- mum cost of $106,000 and to the Tovm's Poffce Department headquarters build- ing, at the estimated maximum cost of $14,000.The estimated total cost [hereof, including preliminary casts and costs in- cidental thereto and the financing [here- of, is $120,0(pand said amount is hereby appropriated for such purposes The amount of obhgations to be is- sues is 5120,1100. The periods of probableuaetulneetc, are in excess of 5ve (5) years, the bonds ettttiorize0,~tgrAexs[3 , s MARTIN D. FINNEGAN SCOTT A. RUSSELL TOWN ATTORNEY ~0~ OF SDUrOIO Supervisor martin.finnegan@town.southold.ny.us ~ /y JENNIFER ANDALORO Town Hall Annex, 54375 Route 25 ASSISTANT TOWN ATTORNEY ~ # P.O. Box 1179 jennifer.andaloroCtown.southold.ny.us Southold, New York 11971-0959 LORI M. HLJLSE G • Tele hone (631) 765-1939 ASSISTANT TOWN ATTORNEY ~~~DUIiTV,~~ FacPmile (631) 765-6639 lori.hulse~ town. Southold. ny.us OFFICE OF THE TOWN ATTORNEY TowN of souTxoLD RECEIVED JUN 2 5 2012 MEMORANDUM Southold Town Clerk To: Ms. Elizabeth A. Neville, Town Clerk From: Lynne Krauza Secretary to the Town Attorney Date: June 25, 2012 Subject: Public Works Bond - SEQRA For your records, I am enclosing the original, fully executed Short Environmental Assessment Form in connection with the referenced matter. We have retained a copy of this document in our file. Also enclosed is a copy of the resolution authorizing Scott to sign same. If you have any questions, please do not hesitate to call me. Thank you for your attention. /Ik Enclosures 6,T.z° ORIGINAL Appendix C State Environmental Quality Review SHORT ENVIRONMENTAL ASSESSMENT FORM For UNLISTED ACTIONS Only PART I -PROJECT INFORMATION To be com leted b A licant or Pro'ect S onsor 1. APPLICANT/SPONSOR 2. PROJECT NAME Town of Southold Town Board Bond resolution of the Town of Southold, New York 3. PROJECT LOCATION: Municipality Town of Southold County Suffolk 4. PRECISE LOCATION (Street address and road intersections, prominent landmarks, etc., or provide map) Highway Department Yard and Police Headquarter Building, Peconic, New York 5. PROPOSED ACTION IS: New ~ Expansion ~ Modification/alteration 6. DESCRIBE PROJECT BRIEFLY: Bond resolution of [he Town of Southold, New York authorizing [he cons[mction of various improvements to town-owned facilities located at the Town's Highway Department Yard and Police Department Headquarters in the amount of $120,000.00. 7. AMOUNT OF LAND AFFECTED: Initially l/ acres Ultimately 0 acres 8. WILL PROPOSED ACTION COMPLY WITH EXISTING ZONING OR OTHER EXISTING LAND USE RESTRICTIONS? Yes ~ No If No, Describe briefly NA 9. WHAT IS PRESENT LAND USE IN VICINITY OF PROJECT? Residential ~ Industrial ~ Commercial ~ Agriculture ~ Park/ForesUOpen Space ~ Other Describe: NA 10. DOES ACTION INVOLVE A PERMIT APPROVAL, OR FUNDING, NOW OR ULTIMATELY FROM ANY OTHER GOVERNMENTAL AGENCY (FEDERAL, STATE OR LOCAL)? Yes ~ No If Yes, list agency(s) name and permiVapprovals: 11. DOES ANY ASPECT OF THE ACTION HAVE A CURRENTLY VALID PERMIT OR APPROVAL? Yes ~ No If Yes, list agency(s) name and permiVapprovals: NA 12. AS A RESULT OF PROPOSED ACTION WILL EXISTING PERMIT/APPROVAL REQUIRE MODIFICATION? Yes ~ No I CERTIFY THAT THE INFORMATION PROVIDED ABO EIS TR E TO THE BEST OF MY KNOWLEDGE ApplicanUSponsor name: -F -f' Date: 6/19/12 Signature: If the action is in the Coastal Area, and you are a state agency, complete the Coastal Assessment Form before proceeding with this assessment OVER ~ ~tH tir a7 ~U m= sue... r . , . ~o- .&3.,.,' PART II -IMPACT ASSESSMENT To be com leted b Lead A enc A. DOES ACTION EXCEED ANY TYPE I THRESHOLD IN 6 NYCRR, PART 617.4? If yes, coordinate the review process and use the FULL EAF. Yes ~ No B. WILL ACTION RECEIVE COORDINATED REVIEW AS PROVIDED FOR UNLISTED ACTIONS IN 6 NYCRR, PART 617.6? If No, a negative declaration may be superseded by another involved agency. Yes ~ No C. COULD ACTION RESULT IN ANY ADVERSE EFFECTS ASSOCIATED WITH THE FOLLOWING: (Answers may be handwritten, if legible) C7. Existing air quality, surtace or groundwater quality or quantity, noise levels, existing tratfic pattern, solid waste production or disposal, potential for erosion, drainage or flooding problems? Explain briefly: None C2. Aesthetic, agricultural, archaeological, historic, or other natural or cultural resources; or wmmunity or neighborhood character? Explain briefly: None C3. Vegetation or fauna, fish, shellfish or wildlge species, significant habitats, or threatened or endangered species? Explain briefly: None C4. A communitys existing plans or goals as o(flcially adopted, or a change in use or intensity of use of land or other natural resources? Explain briefly: None C5. Growth, subsequent development, or related activities likely to be induced by the proposed action? Explain briefly: None C6. Long term, short term, cumulative, or other effects not idenflfied in C1-C5? Explain briefly: None C7. Other impacts (including changes in use of either quantity or type of energy)? Explain briefly: None D. WILL THE PROJECT HAVE AN IMPACT ON THE ENVIRONMENTAL CHARACTERISTICS THAT CAUSED THE ESTABLISHMENT OF A CRITICAL ENVIRONMENTAL AREA (CEA)? Ves ~ No If Yes, explain briefly: E. IS THERE, OR IS THERE LIKELY TO BE, CONTROVERSY RELATED TO POTENTIAL ADVERSE ENVIRONMENTAL IMPACTS? Yes ~ No If Yes, explain briefly: PART III -DETERMINATION OF SIGNIFICANCE (TO be completed by Agency) INSTRUCTIONS: For each adverse effect identified above, determine whether it is substantial, large, important or otherwise significant. Each effect should be assessed in connection with its (a) setting (i.e. urban or rural); (b) probability of occurring; (c) duration; (d) irreversibility; (e) geographic scope; and (f) magnitude. If necessary, add attachments or reference supporting materials. Ensure that explanations contain sufficient detail to show that all relevant adverse impacts have been identified and atlequately addressed. If question D of Part II was checked yes, the determination of significance must evaluate the potential impact of the proposed action on the environmental characteristics of the CEA. Check this box if you have identified one or more potentially large orsignificent adverseimpacts which MAY occur. Then proceed directly to the FUL EAF and/or prepare a positive declaration. Check this box ityou have determined, based onthe iniormaflon and analysis above and any supporting documentation, that the proposed action WlL NOT result in any significant adverse environmental impacts AND provide, on attachments as necessary, the reasons supporting this determination Town of Southold Town Board 6/19/12 Name o Lead Agency Date Scon Russell Print or Type a o Responsible cer in Lead Agency itle o esponabl r ~Ign ure o esponslble car m ea gency fgn reparer (I' di erenl t ~ si ~ Icer) . ~iwar ® RESOLUTION 2012-519 ADOPTED DOC ID: 7950 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION N0.2012-519 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON JUNE 19, 2012: RESOLVED that the Town Board of the Town of Southold hereby finds that the proposed "Bond Resolution of the Town of Southold authorizing the construction of various improvements to Town-owned facilities located at the Town's Highway Department Yard and Police Denartment Headquarters" is classified as an Unlisted Action pursuant to SEQRA Rules and Regulations, 6 NYCRR Section 617, and that the Town Board of the Town of Southold hereby establishes itself as lead agency for the uncoordinated review of this action and issues a Negative Declaration for the action in accordance with the recommendation of Mark Terry dated June 19, 2012, and authorizes Supervisor Scott A. Russell to sign the short form EAF in accordance therewith, and is consistent with the LWRP pursuant to Chapter 268 of the Town Code of the Town of Southold, Waterfront Consistency Review. Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED (UNANIMOUS] MOVER: Jill Doherty, Councilwoman SECONDER: William Ruland, Councilman AYES: Ruland, Talbot, Doherty, Krupski Jr., Evans, Russell Q~~g~FFO(,Y~OG ELIZABETH A. NEVILLE, MMC y Town Hall, 53095 Main Road TOWN CLERK p ~ P.O. Box 1179 y Z Southold, New York 11971 REGISTRAR OF VITAL STATISTICS p ~ .tC Fax (631) 765-6145 MARRIAGE OFFICER '1~ Q~' Telephone (631) 765-1800 RECORDS OF MANAGEMENT OFFICER ~ ~Q southoldtown.northfork.net FREEDOM OF INFORMATION OFFICER OFFICE OF THE TOWN CLERK TOWN OF SOUTHOLD June 22, 2012 Town of Southold, New York Bond Resolution for Various Improvements (Our File Designation: 2615/35363) William J. Jackson Hawkins, Delafield & Wood One Chase Manhattan Plaza New York, NY 10005 Dear Mr. Jackson: Enclosed are the following documents pertaining to the above referenced bond: 1. Extract of Minutes with certification 2. Certified adopted resolution 3. Legal notice that will appear in the June 28`h edition of the Suffolk Times and is currently posted on the Town Clerk bulletin board 4. Affidavit of posting on the Town Clerk bulletin board I will forward the affidavit of publication as soon as it is received. Please let me know if you need anything else for your files. Very truly yours, Lynda M Rudder Deputy Town Clerk enc EXTRACT OF MINUTES Meeting of the Town Board of the Town of Southold, in the County of Suffolk, New York June 19, 2012 + r A regular meeting of the Town Board of the Town of Southold, in the County of Suffolk, New York, was held at the Town Hall, 53095 Main Road, Southold, New York, on June 19, 2012. There were present: Scott A. Russell, Supervisor; and Councilpersons: Councilman William Ruland Councilwoman Jill Doherty Councilman Albert Krupski Justice Louisa Evans Councilman Christopher Talbot There were absent: None Also present: Elizabeth A. Neville, Town Clerk Martin D. Finnegan, Town Attorney * ~ r Councilman Albert Krupski, Jr. offered the following resolution and moved its adoption: BOND RESOLUTION OF THE TOWN OF SOUTHOLD, NEW YORK, ADOPTED JUNE 19, 2012, AUTHORIZING THE CONSTRUCTION OF VARIOUS IMPROVEMENTS TO TOWN-OWNED FACILITIES LOCATED AT THE TOWN'S HIGHWAY DEPARTMENT YARD, AT THE ESTIMATED MAXIMUM COST OF $106,000 AND TO THE TOWN'S POLICE DEPARTMENT HEADQUARTERS BUILDING, AT THE ESTIMATED MAXIMUM COST OF $14,000, STATING THE ESTIMATED TOTAL COST THEREOF IS $120,000, APPROPRIATING SAID AMOUNT FOR SUCH PURPOSES, AND AUTHORIZING THE ISSUANCE OF $120,000 BONDS OF SAID TOWN TO FINANCE SAID APPROPRIATION THE TOWN BOARD OF THE TOWN OF SOUTHOLD, IN THE COUNTY OF SUFFOLK, NEW YORK, HEREBY RESOLVES (by the favorable vote of not less than two-thirds of all the members of said Town Board) AS FOLLOWS: Section 1. The Town of Southold, in the County of Suffolk, New York (herein called the "Town"), is hereby authorized to construct various improvements to Town-owned facilities located at the Town's Highway Department yard, at the estimated maximum cost of $106,000 and to the Town's Police Department headquarters building, at the estimated maximum cost of $14,000. The estimated total cost thereof, including preliminary costs and costs incidental thereto and the financing thereof, is $120,000 and said amount is hereby appropriated for such purposes. The plan of financing includes the issuance of $120,000 bonds of the Town to finance said appropriation, and the levy and collection of taxes on all the taxable real property in the Town to pay the principal of said bonds and the interest thereon as the same shall become due and payable. Section 2. Bonds of the Town in the principal amount of $120,000 are hereby authorized to be issued pursuant to the provisions of the Local Finance Law, constituting Chapter 33-a of the Consolidated Laws of the State of New York (referred to herein as the "Law"), to finance said appropriation. Section 3. The following additional matters are hereby determined and declared: (a) The periods of probable usefulness applicable to the objects or purposes for which said serial bonds are authorized to be issued are in excess of five (5) years; however, the bonds authorized pursuant to this resolution and any bond anticipation notes issued in anticipation of the sale of said bonds, shall mature no later than five (5) years after the date of original issuance of said bonds or notes. (b) The proceeds of the bonds herein authorized and any bond anticipation notes issued in anticipation of said bonds may be applied to reimburse the Town for expenditures made after the effective date of this resolution for the purpose for which said bonds are authorized. The foregoing statement of intent with respect to reimbursement is made in conformity with Treasury Regulation Section 1.150-2 of the United States Treasury Depaztment. (c) The proposed maturity of the bonds authorized by this resolution will not exceed five years. Section 4. Each of the bonds authorized by this resolution and any bond anticipation notes issued in anticipation of the sale of said bonds shall contain the recital of validity as prescribed by Section 52.00 of the Law and said bonds and any notes issued in anticipation of said bonds shall be general obligations of the Town, payable as to both principal and interest by a general tax upon all the taxable real property within the Town. The faith and credit of the Town aze hereby irrevocably pledged to the punctual payment of the principal of and interest on said bonds and any notes issued in anticipation of the sale of said bonds, and provision shall be made annually in the budget of the Town by appropriation for (a) the amortization and redemption of the bonds and any notes in anticipation thereof to mature in such yeaz and (b) the payment of interest to be due and payable in such year. Section 5. Subject to the provisions of this resolution and of the Law and pursuant to the provisions of Section 21.00 relative to the authorization of the issuance of bonds with substantially level or declining annual debt service, Section 30.00 relative to the authorization of the issuance of bond anticipation notes and Section 50.00 and Sections 56.00 to 60.00 and 168.00 of the Law, the powers and duties of the Town Board relative to authorizing bond anticipation notes and prescribing the terms, form and contents and as to the sale and issuance of the bonds herein authorized, and of any bond anticipation notes issued in anticipation of said bonds, and the renewals of said bond anticipation notes, and as to executing contracts for credit enhancements and providing for substantially level or declining annual debt service, are hereby delegated to the Supervisor, the chief fiscal officer of the Town. Section 6. The validity of the bonds authorized by this resolution, and of any notes issued in anticipation of the sale of said bonds, may be contested only if: (a) such obligations are authorized for an object or purpose for which the Town is not authorized to expend money, or (b) the provisions of law which should be complied with at the date of the publication of such resolution, or a summary thereof, are not substantially complied with, and an action, suit or proceeding contesting such validity is commenced within twenty days afrer the date of such publication, or (c) such obligations are authorized in violation of the provisions of the constitution. Section 7. This bond resolution shall take effect immediately, and the Town Clerk is hereby authorized and directed to publish a summary of this bond resolution, in substantially the form set forth in Exhibit A attached hereto and made a part hereof, together with a Notice attached in substantially the form prescribed by Section 81.00 of the Law in "The Suffolk Times, " a newspaper published in Southold, New York, having a general circulation in the Town and hereby designated the official newspaper of said Town for such publication. + ~ ~ ~ The adoption of the foregoing resolution was seconded by Councilman William Ruland and duly put to a vote on roll call, which resulted as follows: AYES: Supervisor Scott A. Russell Councilman William Ruland Councilwoman Jill Doherty Councilman Albert Krupski Justice Louisa Evans Councilman Christopher Talbot NOES: None The resolution was declared adopted. EXHIBIT A LEGAL NOTICE The resolution, a summary of which is published herewith, has been adopted on June 19, 2012 and the validity of the obligations authorized by such resolution may be hereafter contested only if such obligations were authorized for an object or purpose for which the Town of Southold, in the County of Suffolk, New York, is not authorized to expend money or if the provisions of law which should have been complied with as of the date of publication of this Notice were not substantially complied with, and an action, suit or proceeding contesting such validity is commenced within twenty days after the publication of this Notice, or such obligations were authorized in violation of the provisions of the constitution. ELIZABETH A. NEVILLE Town Clerk BOND RESOLUTION OF THE TOWN OF SOUTHOLD, NEW YORK, ADOPTED JUNE 19, 2012, AUTHORIZING THE CONSTRUCTION OF VARIOUS IMPROVEMENTS TO TOWN-OWNED FACILITIES LOCATED AT THE TOWN'S HIGHWAY DEPARTMENT YARD, AT THE ESTIMATED MAXIMUM COST OF $106,000 AND TO THE TOWN'S POLICE DEPARTMENT HEADQUARTERS BUILDING, AT THE ESTIMATED MAXIMUM COST OF $14,000, STATING THE ESTIMATED TOTAL COST THEREOF IS $120,000, APPROPRIATING SAID AMOUNT FOR SUCH PURPOSES, AND AUTHORIZING THE ISSUANCE OF $120,000 BONDS OF SAID TOWN TO FINANCE SAID APPROPRIATION The objects or purposes for which the bonds are authorized is to construct various improvements to Town-owned facilities located at the Town's Highway Department yard, at the estimated maximum cost of $106,000 and to the Town's Police Department headquarters building, at the estimated maximum cost of $14,000. The estimated total cost thereof, including preliminazy costs and costs incidental thereto and the financing thereof, is $120,000 and said amount is hereby appropriated for such purposes. The amount of obligations to be issued is $120,000. The periods of probable usefulness are in excess of five (5) years; however, the bonds authorized pursuant to this resolution and any bond anticipation notes issued in anticipation of the sale of said bonds, shall mature no later than five (5) years after the date of original issuance of said bonds or notes. A complete copy of the bond resolution summarized above shall be available for public inspection during normal business hours at the office of the Town Clerk, at the Town Hall, 53095 Main Street, Southold, New York. The bond resolution was adopted on June 19, 2012. CERTIFICATE I, ELIZABETH A. NEVILLE, Town Clerk of the Town of Southold, in the County of Suffolk, State of New York, HEREBY CERTIFY that the foregoing annexed extract from the minutes of a meeting of the Town Board of said Town of Southold duly called and held on June 1S, 2012, has been compared by me with the original minutes as officially recorded in my office in the Minute Book of said Town Board and is a true, complete and correct copy thereof and of the whole of said original minutes so far as the same relate to the subject matters referred to in said extract. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of said Town of Southold on this ~ day of June, 2012. (SEAL) Town Clerk Page 1 of 1 Rudder, Lynda From: Candice Schott [cschott@timesreview.com] Sent: Thursday, June 21, 2012 10:20 AM To: Rudder, Lynda Subject: RE: for publication Hi Lynda, I have received the notices and we are good to go for the 28th Thanks and have a great day! Candice From: Rudder, Lynda [mailto:lynda.rudder@town.southold.ny.us] Sent: Wednesday, June 20, 2012 8:50 AM To: alkrupskitown@yahoo.com; Andaloro, Jennifer; Beltz, Phillip; Berliner, Sandra; Cushman, John; Doherty, Jill; Finnegan, Martin; Krauza, Lynne; Candice Schott; Ipevans@fishersisland.net; Reisenberg, Lloyd; Russell, Scott; Talbot, Christopher; Tomaszewski, Michelle; William Ruland Subject: for publication Please publish in the 6/28/12 edition of the Suffolk Times and on the Town website 6/22/2012 Southold Town Board -Letter Board Meeting of June 19, 2012 ~,~~a. RESOLUTION 2012-506 Item # 5.10 ADOPTED DOC ID: 7938 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION N0.2012-506 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON JUNE 19, 2012: BOND RESOLUTION OF THE TOWN OF SOUTHOLD, NEW YORK, ADOPTED JUNE 19, 2012, AUTHORIZING THE CONSTRUCTION OF VARIOUS IMPROVEMENTS TO TOWN- OWNED FACILITIES LOCATED AT THE TOWN'S HIGHWAY DEPARTMENT YARD, AT THE ESTIMATED MAXIMUM COST OF $]06,000 AND TO THE TOWN'S POLICE DEPARTMENT HEADQUARTERS BUILDING, AT THE ESTIMATED MAXIMUM COST OF $14,000, STATING THE ESTIMATED TOTAL COST THEREOF IS $120,000, APPROPRIATING SAID AMOUNT FOR SUCH PURPOSES, AND AUTHORIZING THE ISSUANCE OF $120,000 BONDS OF SAID TOWN TO FINANCE SAID APPROPRIATION THE TOWN BOARD OF THE TOWN OF SOUTHOLD, IN THE COUNTY OF SUFFOLK, NEW YORK, HEREBY RESOLVES (by the favorable vote of not less than two- thirds of all the members of said Town Board) AS FOLLOWS: Section 1. The Town of Southold, in the County of Suffolk, New York (herein called the "Town"), is hereby authorized to construct various improvements to Town-owned facilities located at the Town's Highway Department yard, at the estimated maximum cost of $106,000 and to the Town's Police Department headquarters building, at the estimated maximum cost of $14,000. The estimated total cost thereof, including preliminary costs and costs incidental thereto and the financing thereof, is $120,000 and said amount is hereby appropriated for such purposes. The plan of financing includes the issuance of $120,000 bonds of the Town to finance said appropriation, and the levy and collection of taxes on all the taxable real property in the Town to pay the principal of said bonds and the interest thereon as the same shall become due and payable. Section 2. Bonds of the Town in the principal amount of $120,000 are hereby authorized to be issued pursuant to the provisions of the Local Finance Law, constituting Chapter 33-a of the Consolidated Laws of the State of New York (referred to herein as the "Law"), to finance said appropriation. Section 3. The following additional matters are hereby determined and declared: (a) The periods of probable usefulness applicable to the objects or purposes for which said serial bonds are authorized to be issued are in excess of five (5) years; however, the bonds authorized pursuant to this resolution and any bond anticipation notes issued in Generated June ] 9, 2012 Page 18 Southold Town Board -Letter Board Meeting of June 19, 2012 anticipation of the sale of said bonds, shall mature no later than five (5) years after the date of original issuance of said bonds or notes. (b) The proceeds of the bonds herein authorized and any bond anticipation notes issued in anticipation of said bonds maybe applied to reimburse the Town for expenditures made after the effective date of this resolution for the purpose for which said bonds are authorized. The foregoing statement of intent with respect to reimbursement is made in conformity with Treasury Regulation Section 1.150-2 of the United States Treasury Department. (c) The proposed maturity of the bonds authorized by this resolution will not exceed five -years. Section 4. Each of the bonds authorized by this resolution and any bond anticipation notes issued in anticipation of the sale of said bonds shall contain the recital of validity as prescribed by Section 52.00 of the Law and said bonds and any notes issued in anticipation of said bonds shall be general obligations of the Town, payable as to both principal and interest by a general tax upon all the taxable real property within the Town. The faith and credit of the Town are hereby irrevocably pledged to the punctual payment of the principal of and interest on said bonds and any notes issued in anticipation of the sale of said bonds, and provision shall be made annually in the budget of the Town by appropriation for (a) the amortization and redemption of the bonds and any notes in anticipation thereof to mature in such year and (b) the payment of interest to be due and payable in such year. Section 5. Subject to the provisions of this resolution and of the Law and pursuant to the provisions of Section 21.00 relative to the authorization of the issuance of bonds with substantially level or declining annual debt service, Section 30.00 relative to the authorization of the issuance of bond anticipation notes and Section 50.00 and Sections 56.00 to 60.00 and 168.00 of the Law, the powers and duties of the Town Board relative to authorizing bond anticipation notes and prescribing the terms, form and contents and as to the sale and issuance of the bonds herein authorized, and of any bond anticipation notes issued in anticipation of said bonds, and the renewals of said bond anticipation notes, and as to executing contracts for credit enhancements and providing for substantially level or declining annual debt service, are hereby delegated to the Supervisor, the chief fiscal officer of the Town. Section 6. The validity of the bonds authorized by this resolution, and of any notes issued in anticipation of the sale of said bonds, maybe contested only if: (a) such obligations are authorized for an object or purpose for which the Town is not authorized to expend money, or (b) the provisions of law which should be complied with at the date of the publication of such resolution, or a summary thereof, are not substantially complied with, and an action, suit or proceeding contesting such validity is commenced within twenty days after the date of such publication, or (c) such obligations are authorized in violation of the provisions of the constitution. Section 7. This bond resolution shall take effect immediately, and the Town Clerk is hereby authorized and directed to publish a summary of this bond resolution, in substantially the form set forth in Exhibit A attached hereto and made a part hereof, together with a Notice attached in substantially the form prescribed by Section 81.00 of the Law in "The Generated June 19, 2012 Page 19 Southold Town Board -Letter Board Meeting of June 19, 2012 Suffolk Times, " a newspaper published in Southold, New York, having a general circulation in the Town and hereby designated the official newspaper of said Town for such publication. EXHIBIT A LEGAL NO T ICE The resolution, a summary of which is published herewith, has been adopted on June 19, 2012 and the validity of the obligations authorized by such resolution may be hereafter contested only if such obligations were authorized for an object or purpose for which the Town of Southold, in the County of Suffolk, New York, is not authorized to expend money or if the provisions of law which should have been complied with as of the date of publication of this Notice were not substantially complied with, and an action, suit or proceeding contesting such validity is commenced within twenty days after the publication of this Notice, or such obligations were authorized in violation of the provisions of the constitution. ELIZABETH A. NEVILLE Town Clerk BOND RESOLUTION OF THE TOWN OF SOUTHOLD, NEW YORK, ADOPTED JUNE 19, 2012, AUTHORIZING THE CONSTRUCTION OF VARIOUS IMPROVEMENTS TO TOWN-OWNED FACILITIES LOCATED AT THE TOWN'S HIGHWAY DEPARTMENT YARD, AT THE ESTIMATED MAXIMUM COST OF $106,000 AND TO THE TOWN'S POLICE DEPARTMENT HEADQUARTERS BUILDING, AT THE ESTIMATED MAXIMUM COST OF $14,000, STATING THE ESTIMATED TOTAL COST THEREOF IS $120,000, APPROPRIATING SAID AMOUNT FOR SUCH PURPOSES, AND AUTHORIZING THE ISSUANCE OF $120,000 BONDS OF SAID TOWN TO FINANCE SAID APPROPRIATION The objects or purposes for which the bonds are authorized is to construct various improvements to Town-owned facilities located at the Town's Highway Department yard, at the estimated maximum cost of $106,000 and to the Town's Police Department headquarters building, at the estimated maximum cost of $14,000. The estimated total cost thereof, including preliminary costs and costs incidental thereto and the financing thereof, is $120,000 and said amount is hereby appropriated for such purposes. The amount of obligations to be issued is $120,000. The periods of probable usefulness are in excess of five (5) years; however, the bonds authorized pursuant to this resolution and any bond anticipation notes issued in anticipation of the sale of said bonds, shall mature no later than five (5) years after the date of original issuance of said bonds or notes. Generated June 19, 2012 Page 20 Y _ _ _ Southold Town Board -Letter Board Meeting of June 19, 2012 A complete copy of the bond resolution summarized above shall be available for public inspection during normal business hours at the office of the Town Clerk, at the Town Hall, 53095 Main Street, Southold, New York. The bond resolution was adopted on June 19, 2012. ~~QY~' Elizabeth A. Neville Scuthcld Toivr. Clerk RESULT: ADOPTED (UNANIMOUS] MOVER: Albert Krupski Jr., Councilman SECONDER: William Ruland, Councilman AYES: Ruland, Talbot, Doherty, Krupski Jr., Evans, Russell Generated June 19, 2012 Page 21 LEGAL NOTICE The resolution, a summary of which is published herewith, has been adopted on June 19, 2012 and the validity of the obligations authorized by such resolution may be hereafter contested only if such obligations were authorized for an object or purpose for which the Town of Southold, in the County of Suffolk, New York, is not authorized to expend money or if the provisions of law which should have been complied with as of the date of publication of this Notice were not substantially complied with, and an action, suit or proceeding contesting such validity is commenced within twenty days after the publication of this Notice, or such obligations were authorized in violation of the provisions of the constitution. ELIZABETH A. NEVILLE Town Clerk BOND RESOLUTION OF THE TOWN OF SOUTHOLD, NEW YORK, ADOPTED JUNE 19, 2012, AUTHORIZING THE CONSTRUCTION OF VARIOUS IMPROVEMENTS TO TOWN-OWNED FACILITIES LOCATED AT THE TOWN'S HIGHWAY DEPARTMENT YARD, AT THE ESTIMATED MAXIMUM COST OF $106,000 AND TO THE TOWN'S POLICE DEPARTMENT HEADQUARTERS BUILDING, AT THE ESTIMATED MAXIMUM COST OF $14,000, STATING THE ESTIMATED TOTAL COST THEREOF IS $120,000, APPROPRIATING SAID AMOUNT FOR SUCH PURPOSES, AND AUTHORIZING THE ISSUANCE OF $120,000 BONDS OF SAID TOWN TO FINANCE SAID APPROPRIATION The objects or purposes for which the bonds are authorized is to construct various improvements to Town-owned facilities located at the Town's Highway Department yard, at the estimated maximum cost of $106,000 and to the Town's Police Department headquarters building, at the estimated maximum cost of $14,000. The estimated total cost thereof, including preliminary costs and costs incidental thereto and the financing thereof, is $120,000 and said amount is hereby appropriated for such purposes. The amount of obligations to be issued is $120,000. The periods of probable usefulness aze in excess of five (5) yeazs; however, the bonds authorized pursuant to this resolution and any bond anticipation notes issued in anticipation of the sale of said bonds, shall mature no later than five (5) years after the date of original issuance of said bonds or notes. A complete copy of the bond resolution summazized above shall be available for public inspection during normal business hours at the office of the Town Clerk, at the Town Hall, 53095 Main Street, Southold, New York. The bond resolution was adopted on June ] 9, 2012. ELIZABETH A. NEVILLE SOUTHOLD TOWN CLERK ~ * ~ PLEASE PUBLISH ON June 28, 2012, AND FORWARD THREE (3) AFFIDAVITS OF PUBLICATION TO ELIZABETH NEVILLE, TOWN CLERK, TOWN HALL, PO BOX 1179, SOUTHOLD, NY 11971. Copies to the following: Suffolk Times Town Board Members Town Attorney Town Clerk's Bulletin Board Bond Counsel STATE OF NEW YORK ) SS: COUNTY OF SUFFOLK) ELIZABETH A. NEVILLE, Town Clerk of the Town of Southold, New York being duly sworn, says that on the day of , 2012, she affixed a notice of which the annexed printed notice 1s a true copy, in a proper and substantial manner, in a most public place in the Town of Southold, Suffolk County, New York, to wit: Town Clerk's Bulletin Board, 53095 Main Road, Southold, New York. 2012 Bond for Various Purposes Elizabeth A. Neville Southold Town Clerk Sworn before m this ~11(~ day of, 2012. yJ~ YY~ 1.~2.0~ 1 otazy Public u LYNDA M. f oA- NOTARY PUBLIC, State of New York: No. 01606020932 Qualifies' in Suffolk County Term Expires March 6, 20 J,S, MARTIN D. FINNEGAN SCOTT A. RUSSELL ' TOWN ATTORNEY ~aOF SOd yo , Supervisor martin.ftnnegan@town.Southold.ny.us JENNIFER ANDALORO l0 Town Hall Annex, 54375 Route 25 ASSISTANT TOWN ATTORNEY l~[ J~ P.O. Box 1179 jennifer.andaloro@town.southold.ny.us y ~ Southold, New York 11971-0959 LORI M. HULSE O~~ Telephone (631) 765-1939 ASSISTANT TOWN ATTORNEY ~'OO~ ~ Facsimile (631) 765-6639 lori.hulse@town. southold.ny.us OFFICE OF THE TOWN ATTORNEY TOWN OF SOUTHOLD RECEIVED MEMORANDUM JUN 2 ~ ~ To: Ms. Sandi Berliner Southold Town Clerk From: Lynne Krauza Secretary to the Town Attorney Date: June 20, 2012 Subject: Public Works Bond - SEQRA I am enclosing an original Short Environmental Assessment Form in connection with the referenced matter. A copy of the resolution authorizing Scott to sign this document is also enclosed. In this regard, kindly have Scott sign this form in both places where indicated and return to me for processing. Thank you for your attention. If you have any questions, please do not hesitate to call me. /Ik Enclosures cc: Ms. Elizabeth A. Neville, Town Clerk 677.20 Appendix C State Environmental Quality Review SHORT ENVIRONMENTAL ASSESSMENT FORM For UNLISTED ACTIONS Only PART I -PROJECT INFORMATION To be com leted b A licant or Pro'ect S onsor 1. APPLICANT/SPONSOR 2. PROJECT NAME Town of Southold Town Boazd Bond resolution of the Town of Southold, New York 3. PROJECT LOCATION: Municipality Town of Southold County Suffolk 4. PRECISE LOCATION (Street address and road intersections, prominent landmarks, etc., or provide map) Highway Department Yard and Police Headquarter Building, Peconic, New York 5. PROPOSED ACTION IS: New ~ Expansion ~ ModificalioNalterafion 6. DESCRIBE PROJECT BRIEFLY: Bond resolution of the Town of Southold, New York authorizing the construction of various improvements to town-owned facilities located at the Town's Highway Department Yard and Police Department Headquarters in the amount of $120,000.00. 7. AMOUNT OF LAND AFFECTED: Initially U saes UlOmatey 0 aces 8. WILL PROPOSED ACTION COMPLY WITH EXISTING ZONING OR OTHER F~CISTING LAND USE RESTRICTIONS? Yes ~ No Ii No, describe briefly NA 9. WHAT IS PRESENT IAND USE IN VICINITY OF PROJECT? ResideNial ~ Industrial ~ Commercial ~ Agriculture ~ Park/FOresVOpen Space ~ Other Describe: NA 10. DOES ACTION INVOLVE A PERMIT APPROVAL, OR FUNDING, NOW OR ULTIMATELY FROM ANY OTHER GOVERNMENTAL AGENCY (FEDERAL, STATE OR LOCAL)? Yes ~ No If Yes, list agenq(s) name and permiUapprovals: 11. 170ES ANY ASPECT OF THE ACTION HAVE A CURRENTLY VALID PERMIT OR APPROVAL? Yes ~ No It Yes, list agenq(s) name and permiVapprovals: NA 72. AS A RESULT OF PROPOSED ACTION WILL EXISTING PERMIT/APPROVAL REQUIRE MODIFICATION? Yes ~ No I CERTIFY THAT THE INFORMATI~O~ N PROVIDED ABO E IS T/R/UE TO THE BEST OF MY KNOWLEDGE ~,flpplicanUSponsorname: tr,/fl /~-t' SO GC'~~jO/.CI- Date: 6/19/12 . ,Signature: . If the action is in the Coastal Area, and you are a state agency, complete the Coastal Assessment Form before proceeding with this assessment OVER 7 ` PART II - IMPACT ASSESSMENT To be com leted b Lead A enc A. DOES ACTION EXCEED ANY TYPE I THRESHOLD IN 6 NYCRR, PART 617.4? If yes, coordinate the review process and use the FULL FJ~F. Yes ~ No B. WILL ACTION RECEIVE COORDINATED REVIEW AS PROVIDED FOR UNLISTED ACTIONS IN 6 NYCRR, PART 617.6? If No, a negative declaration may be supersetled by another involved agency. Yes ~ No C. COULD ACTION RESULT IN ANY ADVERSE EFFECTS ASSOCIATED WITH THE FOLLOWING: (Answers maybe handwritten, if legible) Ct. Exisfing air quality, surtace or groundwater quality or quantity, noise levels, exisfing traffic pattern, solid waste production or disposal, potential for erosion, tlreinage or flooding problems? Explain briefly: None C2. Aesthetic, agricultural, archaeological, historic, or other natural or wltural resources; or community or neighborhood character? Explain briefly: None C3. Vegetation or fauna, fish, shellfish or wildlife spedes, significant habitats, or threatened or endangered spedes? Explain briefly: None C4. A cemmunitys existing plans or goals as offidally atlopted, or a change in use or intensity d use of land or other naturel resources? Explain briefly: None C5. Growth, subsequent development, or related adivifies likely to be induced by the proposed action? Explain briefly: None C6. Long term, shoA term, cumulative, or other effects not Menfified in Ct-C5? Explain briefly: None C7. Other impacts (including changes in use of either quantity or type of energy)? 6cplain bdefly: None D. WILL THE PROJECT HAVE AN IMPACT ON THE ENVIRONMENTAL CHARACTERISTICS THAT CAUSED THE ESTABLISHMENT OF A CRITICAL ENVIRONMENTAL AREA (CEA)7 Yes ~ No If Yes, explain briefly: E. IS THERE, OR IS THERE LIKELY TO BE, CONTROVERSY RELATED TO POTENTIAL ADVERSE ENVIRONMENTAL IMPACTS? Yes Q No Ii Yes, explain briefly: PART III -DETERMINATION OF SIGNIFICANCE (To ba completed by Agency) INSTRUCTIONS: For each adverseeffedidentifiedabove,determinewhetherttissubstanbal,large,importantorotherwisesignificant. Each effect should be assessed in connectan with its (a) setting (i.e. urban or rump; (b) probability of occurring; (c) duration; (d) irreversibility; (e) geographic scope; and (f) magnitude. If necessary, add attachments or reference supporting materials. Ensure that explanations contain sufficient detail to show that all relevant adverse impacts have been identified and adequatery addressed. If question D of Part II was checked yes, the determination of signficance must evaluate the potential impact of the proposed action on the environmental characteristics of the CFA. Chedcthis box lfyou have klenlified one or more potenaalty large orsignificanl adverse impacts which MAY OCCUr. Then Droceed directly to the FUL EAF and/or prepare a posttive dedarelion. Chedc this box dyou have determined, based on the informafion and analysis above and any supporting documentagon, that the proposed action WlL NOT resuN in any signlficam adverse environmental impacts AND provide, on attachments as necessary. the reasons supporting this determination Town of Southold Town Board 6/19/12 arse of Lead Agency Date $cptt Russell . PAM or Type ame o esponsl le cer m Lead Agency Ne o Responsibt r ignature o esponsr a cer m Lea envy gn reparer ( t Brent r nsi Icer RESOLUTION 2012-519 ~``'~`.*.6'~~ ADOPTED DOC ID: 7950 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION N0.2012-519 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON JUNE 19, 2012: RESOLVED that the Town Board of the Town of Southold hereby finds that the proposed "Bond Resolution of the Town of Southold authorizine the construction of various improvements to Town-owned facilities located at the Town's Hiehwav Department Yard and Police Department Headquarters" is classified as an Unlisted Action pursuant to SEQRA Rules and Regulations, 6 NYCRR Section 617, and that the Town Board of the Town of Southold hereby establishes itself as lead agency for the uncoordinated review of this action and issues a Negative Declaration for the action in accordance with the recommendation of Mark Terry dated June 19, 2012, and authorizes Supervisor Scott A. Russell to sign the short form EAF in accordance therewith, and is consistent with the LWRP pursuant to Chapter 268 of the Town Code of the Town of Southold, Waterfront Consistency Review. {~~Qr' Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Jill Doherty, Councilwoman SECONDER: William Ruland, Councilman AYES: Ruland, Talbot, Doherty, Krupski Jr., Evans, Russell ~~N.19.2U17~ 8:46AM N0. 811 P. 2 61710 Appendix C State Environmental Quality Review SHORT ENVIRONMENTAL ASSESSMENT FORM For UNLISTED ACTIONS Only PART I -PROJECT INFORMATION To be com leted b A licant or Pro'ect S onsor 1. APPLICANT/SPONSOR 2. PROJECT NAME Town of Southold Town Boazd Bond resolution of [he Town of Southold, New York 3. PROJECT LOCATION: Town of Southold County Suffolk MunirJpaRty 4. PRECISE LOCATION (Srraet atldress and roatl inlerseetions, Prominent lantlmarks, etc., Or provide map) Highway Deparnnent Yazd and Police Headquarter Building, Peconiq New Yotk 5, PROPOSED ACTION IS: New ~ Expansion ~ Modifiration/dlteraGon 6. DESCRI$E PROJECT BRIEFLY: Bond resolution of the Town of Southold, New York authorizing the construction of various improvements to town-owned facilities located at the Town's Highway Dcpartmen[ Yard and Police Department HeadgvaRers in the amount of $120,000.00. 7. AMOUNT OF LAND AFFECTED: Initially U acres Ultimately 0 aces E. WILL PROPOSED ACTION COMPLY WITH IXISTING ZONING OR OTHER EXISTING LAND USE RESTRICTIONS? Yes ~ No If No, describe briefly NA 9. WHAT IS PRESENT IAND USE IN VICINITY OF PROJECT? Resitlential ~ Industrial ~ Commercial ~ Agriwtture ~ ParklFOrasVOpen Space ~ Otner bescribe: NA 10. DOES ACTION INVOLVE A PERMIT APPROVAL, OR FUNDING, NOW OR ULTIMATELY FROM AN7 OTHER GOVERNMENTAL AGENCY (FEDERAL. STA7E OR LOCAL)? Yes ~ No If Yes, list agency(s) name and penniVapprovals: 1 t. DOES ANY ASPECT OF THE ACTION HAVE A CURRENTLY VALID PERMR OR APPROVAL? Yes ~ No If Yes, II&1 agencY(s) name and pennlVapprovdls: Nn ~2. AS A RESULT OF PROPOSED ACTION WILL EXISTING PERMIT/APPROVAL REQUIRE MODIFICATION? Yes ~ No I CERTIFY THAT THE INFORMATION PROVIDED ABOVE IS TRUE TO THE BEST OF MY KNOWLEDGE Apprea~usponsor name; Date: 6/19/] 2 Signature: If the action is in the Coastal Area, and you are a state aggency, complete the Coastal Assessment Form before proceeding with tFtis assessment OVER 1 IJN. 19. 2012~~ 8:47AM N0. B11 P, 3 PART II - IMPACT ASSESSMENT o be com rated b Lead A enc A, DOES ACTION EXCEED ANY TYPE I THRESHOLD IN 6 NYCRR, PART 617.4? If yes, coeMtnate the review process and use the FULL EAF. Yes ~ No B. WILL ACTION RECEIVE COORDINATED REVIEW AS PROVIDED FOR UNLISTED ACTIONS IN 6 NYCRR, PART 817 6? If No, a negative dedaredon may be superseded by anotiler inwlved agency. Yes ~ No C, COULD ACTION RESULT IN ANY ADVERSE EFFEC75 ASSOCIATED WITH THE FOLLOWING: (Answers may be handwritten, if legible) CL Existing air gLality, surface or grourxlwater quaGry or quanllry, noise levels, existing tratfic pattern, solid waste production or tllsposal, potential fpr erosion, tlrainage or flooaing problems? E:plain briefly: Nonc C2. Aesthetic, agnatltuwl, arrhaeologiral. historic, or other natural or cultural resources; or rammunlly or neighbomood chamctef+ Explain briefly: None C3. Vegetation or fauna, fish, shellfish rN wildfite species, significant habitats, or threatened or endangered spares? Explain briefly: None Q6. A CUmmUnity's existing plane or gpals as officially etlopted, or a change in uae or intahslty of use of land or ogler natural reswrces? Explain briefly: None C5. Grow[h, subsequent doveloDmant, or rela[bd acflvlties likely to be Indurcd by the proposed action? Explain bdefly: None C8, Long lefm, short tens, cumulative, or othef effects not itleMified in Ci-C5? Explain bdefly: None C7. Omer impacts (including changes in use of either quantity or type d energy)? Explain briefly: None D. WILLTHE PROJECT HAVE AN IMPACY ON THE ENVIRONMENTAL CNARACTERISTICSTRAT CAUSED THE ESTABLISHMENT OF A CRITICAL ENVIRONMENTAL AREA (CFA)? Yes O No If Yes, explain briefly: E. IS THERE, OR IS THERE LIKELY TO 6E, CONTROVERSY RELAYED TO POTENTIAL ADVERSE ENVIRONMENTAL IMPACTS? Yes ©No If Yes, explain bnefly: PART III -DETERMINATION OF SIGNIFICANCE (To be completgd by Agency) INSTRUC710N5: For each adverse effect identified above, detenninewhetheritissubsfantial,large,importantorotherwisesignifiwnt. Each offect should be assessed in connection with its (a) setting (i.e. urban or rurap; (b) probability o4 occurring; (c) duration; (d} irreversibility; (e} geographic scope; and (f) magnitude. If necessary, add attachments or feference supporting materials. Ensure that explanations contain sufficienttletail to show that all relevant adverse impacts have been identified and adequately addressed. If question D aFPart II was checked yes, the determination of significance must evaluate the potential impact of the proposed action on the environmental characteristics of the CEA. CherJtthis baz'rfyou have idenCrfietl one a more potendallylarge orsigniflcant adverse impaclswhich MAY Dour, Then proceed directly to the FUL FAF and/or prepare a positive tleddradon, O Chetl(thi5 box ifyou have determined. based on the information and analysis above and anysupponing dowmentation, thattlre proposed action WlL NOT result in any significant adverse environmental impacts AND provide, on attachments as necessary, fire reasons supporting this determination Town of Southold Town Board 6/19/12 Name of Lead Agency Date Scott Russell rim or Type Name o Responsible car in Lead Agency isle of Responaihl r rgnature o eSponsible cEr in Lead Aganq rgn reparer (I di erenl sr (firer) !UN 19.2012 E:46AM N0. 811 P. 1 oFFlc~ 1.ocAnoly: ~~OF S0~/lyo mrAluly~ AnnxESS: Town Hall Annex P.O_ Box 1179 54375 State Route 25 ~ ~ Southold, NY 11971 (cor_ Main Rd. & Xoungs Ave.) Telephone: 631 765-1936 Southold, lvl' 11971 ~ ~O Fax: 631 765-3136 ~~~~OUNTI,~E~ LOCAL WA~TPR'E'RONT REVITALI2.ATION PROGRAM TOW~rOFSOUTHOLA MEMORANDUM To: Supervisor Scott Russell Town of Southold Town Board From: Mark Terry, Principal Planner LWRP Coordinator Date: June 19, 2012 Re: Bond resolution of the Town of Southold, New York authorizing the construction of various improvements to town-owned facilities Bond resolution of the Town of Southold, New York authorizing the construction of various improvements to town-owned facilities located at the Town's Highway Department Yard and Police Department Headquarters in the amount of $120,000.00. The proposed local law has been reviewed to Chapter 268, Waterfront Consistency 'Review of the Town of Southold Town Code and the Local Waterfront Revitalization Program (LWRP) Policy Standards. Based upon the information provided to this department as well as the records available to me, it is my rewmmendation that the proposed action is CONSISTENT with the LWRP Policy Standards and therefore is CONSISTENT with the LWRP. Pursuant to Chapter 268, the Town Board shall consider this recommendation in preparing its written determination regarding the consistency of the proposed action. Cc: Martin Finnegan, Town Attomey JenniferAndaloro, Assistant Town Attomey DELAFIELD&W/'OOD LP PHONE (212) 820-9300 ONE CHASE MANHATTAN PLAZ4 NFW YORK FAX (212) 514-8425 NEW YORK, NY 10005 WASHINGTON p WWW.HAWKMS.COM NEWARK (212) 020-9620 June 12, 2012 LOS ANGEOLES SACRAMENTO SAN FRANCISCO Town of Southold, New York Bond Resolution for Various Improvements (Our File Designation• 2615/353631 Martin D. Finnegan, Esq. Town Attorney Town of Southold P.O. Box 1179 Southold, New York 11971 Dear Martin: Pursuant to your request, I have prepared the attached Extract of Minutes of a Town Board meeting to be held on June 19, 2012, showing adoption of the above bond resolution and providing for publication, in summary. Please note that the bond resolution is to be adopted by at least atwo-thirds vote of the entire membership of the Town Board. Also enclosed is the Notice and summary form of the bond resolution to be published for estoppel purposes in the official Town newspaper. As you know, publication of the bond resolution, in summary, commences a 20-day statute of limitations period pursuant to the provisions of Section 80.00 et seq. of the Local Finance Law. Please obtain and forward to me a certified copy of the Extract of Minutes and an original Affidavit of Publication, when available. With best regards, I am Very truly yours, William J. Jackson WJJ/ml Enclosures cc: John Cushman, Town Comptroller 1167954.1 001098 FILE EXTRACT OF MINUTES Meeting of the Town Board of the Town of Southold, in the County of Suffolk, New York June 19, 2012 A regular meeting of the Town Board of the Town of Southold, in the County of Suffolk, New York, was held at the Town Hall, 53095 Main Road, Southold, New York, on June 19, 2012. There were present: Scott A. Russell, Supervisor; and Councilpersons: There were absent: Also present: Elizabeth A. Neville, Town Clerk Martin D. Finnegan, Town Attorney John A. Cushman, Town Comptroller + ~ r offered the following resolution and moved its adoption: 1167954.1001098 FILE BOND RESOLUTION OF THE TOWN OF SOUTHOLD, NEW YORK, ADOPTED JUNE 19, 2012, AUTHORIZING THE CONSTRUCTION OF VARIOUS IMPROVEMENTS TO TOWN- OWNED FACILITIES LOCATED AT THE TOWN'S HIGHWAY DEPARTMENT YARD, AT THE ESTIMATED MAXIMUM COST OF $106,000 AND TO THE TOWN'S POLICE DEPARTMENT HEADQUARTERS BUILDING, AT THE ESTIMATED MAXIMUM COST OF $14,000, STATING THE ESTIMATED TOTAL COST THEREOF IS $120,000, APPROPRIATING SAID AMOUNT FOR SUCH PURPOSES, AND AUTHORIZING THE ISSUANCE OF $120,000 BONDS OF SAID TOWN TO FINANCE SAID APPROPRIATION THE TOWN BOARD OF THE TOWN OF SOUTHOLD, IN THE COUNTY OF SUFFOLK, NEW YORK, HEREBY RESOLVES (by the favorable vote of not less than two- thirds of all the members of said Town Board) AS FOLLOWS: Section I. The Town of Southold, in the County of Suffolk, New York (herein called the "Town"), is hereby authorized to construct various improvements to Town-owned facilities located at the Town's Highway Department yard, at the estimated maximum cost of $106,000 and to the Town's Police Department headquarters building, at the estimated maximum cost of $14,000. The estimated total cost thereof, including preliminary costs and costs incidental thereto and the financing thereof, is $120,000 and said amount is hereby appropriated for such purposes. The plan of financing includes the issuance of $120,000 bonds of the Town 1167954.1 001098 FILE to finance said appropriation, and the levy and collection of taxes on all the taxable real property in the Town to pay the principal of said bonds and the interest thereon as the same shall become due and payable. Section 2. Bonds of the Town in the principal amount of $120,000 are hereby authorized to be issued pursuant to the provisions of the Local Finance Law, constituting Chapter 33-a of the Consolidated Laws of the State of New York (referred to herein as the "Law"), to finance said appropriation. Section 3. The following additional matters are hereby determined and declared: (a) The periods of probable usefulness applicable to the objects or purposes for which said serial bonds are authorized to be issued are in excess of five (5) years; however, the bonds authorized pursuant to this resolution and any bond anticipation notes issued in anticipation of the sale of said bonds, shall mature no later than five (5) years after the date of original issuance of said bonds or notes. (b) The proceeds of the bonds herein authorized and any bond anticipation notes issued in anticipation of said bonds may be applied to reimburse the Town for expenditures made after the effective date of this resolution for the purpose for which said bonds are authorized. The foregoing statement of intent with respect to reimbursement is made in conformity with Treasury Regulation Section 1.150-2 of the United States Treasury Department. (c) The proposed maturity of the bonds authorized by this resolution will not exceed five years. Section 4. Each of the bonds authorized by this resolution and any bond anticipation notes issued in anticipation of the sale of said bonds shall contain the recital of validity as prescribed by Section 52.00 of the Law and said bonds and any notes issued in 1167954.1 001098 FILE anticipation of said bonds shall be general obligations of the Town, payable as to both principal and interest by a general tax upon all the taxable real property within the Town. The faith and credit of the Town are hereby irrevocably pledged to the punctual payment of the principal of and interest on said bonds and any notes issued in anticipation of the sale of said bonds, and provision shall be made annually in the budget of the Town by appropriation for (a) the amortization and redemption of the bonds and any notes in anticipation thereof to mature in such year and (b) the payment of interest to be due and payable in such year. Section 5. Subject to the provisions of this resolution and of the Law and pursuant to the provisions of Section 21.00 relative to the authorization of the issuance of bonds with substantially level or declining annual debt service, Section 30.00 relative to the authorization of the issuance of bond anticipation notes and Section 50.00 and Sections 56.00 to 60.00 and 168.00 of the Law, the powers and duties of the Town Board relative to authorizing bond anticipation notes and prescribing the terms, form and contents and as to the sale and issuance of the bonds herein authorized, and of any bond anticipation notes issued in anticipation of said bonds, and the renewals of said bond anticipation notes, and as to executing contracts for credit enhancements and providing for substantially level or declining annual debt service, are hereby delegated to the Supervisor, the chief fiscal officer of the Town. Section 6. The validity of the bonds authorized by this resolution, and of any notes issued in anticipation of the sale of said bonds, may be contested only if: (a) such obligations are authorized for an object or purpose for which the Town is not authorized to expend money, or (b) the provisions of law which should be complied with at the date of the publication of such resolution, or a summary thereof, are not substantially complied with, 1167954.1 001098 FILE and an action, suit or proceeding contesting such validity is commenced within twenty days after the date of such publication, or (c) such obligations are authorized in violation of the provisions of the constitution. Section 7. This bond resolution shall take effect immediately, and the Town Clerk is hereby authorized and directed to publish a summary of this bond resolution, in substantially the form set forth in Exhibit A attached hereto and made a part hereof, together with a Notice attached in substantially the form prescribed by Section 81.00 of the Law in "The Suffolk Times, " a newspaper published in Southold, New York, having a general circulation in the Town and hereby designated the official newspaper of said Town for such publication. r * ~ ~ The adoption of the foregoing resolution was seconded by and duly put to a vote on roll call, which resulted as follows: AYES: NOES: The resolution was declared adopted. 1167954.1 001098 FILE CERTIFICATE I, ELIZABETH A. NEVILLE, Town Clerk of the Town of Southold, in the County of Suffolk, State of New York, HEREBY CERTIFY that the foregoing annexed extract from the minutes of a meeting of the Town Board of said Town of Southold duly called and held on June 19, 2012, has been compared by me with the original minutes as officially recorded in my office in the Minute Book of said Town Board and is a true, complete and correct copy thereof and of the whole of said original minutes so far as the same relate to the subject matters referred to in said extract. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of said Town of Southold on this day of June, 2012. (SEAL) Town Clerk 1167954.1 001098 FILE EXHIBIT A LEGAL NOTICE The resolution, a summary of which is published herewith, has been adopted on June 19, 2012 and the validity of the obligations authorized by such resolution may be hereafter contested only if such obligations were authorized for an object or purpose for which the Town of Southold, in the County of Suffolk, New York, is not authorized to expend money or if the provisions of law which should have been complied with as of the date of publication of this Notice were not substantially complied with, and an action, suit or proceeding contesting such validity is commenced within twenty days after the publication of this Notice, or such obligations were authorized in violation of the provisions of the constitution. ELIZABETH A. NEVILLE Town Clerk BOND RESOLUTION OF THE TOWN OF SOUTHOLD, NEW YORK, ADOPTED JUNE 19, 2012, AUTHORIZING THE CONSTRUCTION OF VARIOUS IMPROVEMENTS TO TOWN-OWNED FACILITIES LOCATED AT THE TOWN'S HIGHWAY DEPARTMENT YARD, AT THE ESTIMATED MAXIMUM COST OF $106,000 AND TO THE TOWN'S POLICE DEPARTMENT HEADQUARTERS BUILDING, AT THE ESTIMATED MAXIMUM COST OF $14,000, STATING THE ESTIMATED TOTAL COST THEREOF IS $120,000, APPROPRIATING SAID AMOUNT FOR SUCH PURPOSES, AND AUTHORIZING THE ISSUANCE OF $120,000 BONDS OF SAID TOWN TO FINANCE SAID APPROPRIATION The objects or purposes for which the bonds are authorized is to construct various improvements to Town-owned facilities located at the Town's Highway Department yard, at the estimated maximum cost of $106,000 and to the Town's Police Department headquarters building, at the estimated maximum cost of $14,000. The estimated total cost thereof, including preliminary costs and costs incidental thereto and the financing thereof, is $120,000 and said amount is hereby appropriated for such purposes. The amount of obligations to be issued is $120,000. The periods of probable usefulness are in excess of five (5) yeazs; however, the bonds authorized pursuant to this resolution and any bond anticipation notes issued in anticipation of the sale of said bonds, shall mature no later than five (5) years after the date of original issuance of said bonds or notes. A complete copy of the bond resolution summarized above shall be available for public inspection during normal business hours at the office of the Town Clerk, at the Town Hall, 53095 Main Street, Southold, New York. The bond resolution was adopted on June 19, 2012. 1167954.1 001098 FILE ® ~ No. 8R-1 $800,000 UNITED STATES OF AMERICA STATE OF NEW YORK COUNTY OF SUFFOLK TOWN OF SOUTHOLD BOND ANTICII'ATION NOTE FOR VARIOUS PURPOSES-2012 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 pey to Bridgehampton National Bank, Bridgehampton, New York, as registered owner, the sum of EIGHT HUNDRED THOUSAND DOLLARS ($800,000) on the 30th day of August, 2013, together with interest thereon from the dale hereof at the rate of fifty hundredths of one per centum (0.50%) per annum, payable at maturity. Both principal of and interest on this Note will be paid in lawful money of the United Slates of America, at Bridgehampton National Bank, Bridgehampton, New York Both principal of and interest on this Note shall be payable only to the registered holder, his legal representatives, successors or transferees. This Note shall be transferable only upon presentation to such Town Clerk with a written transfer of title and such Town Clerk shall thereupon register this Note m the name of the transferee in his books and shall endorse a certificate of such registration hereon. Such transfer shall be dated, and signed by the registered holder, or his legal ' representatives, and it shall be duly acknowledged or proved, or in the alternative the signature thereto shall be certified as to its genuineness by an officer of a bank or tmst company located and authorized to do business in this State. This Note is the only Note of an authorized combined new and renewal issue, the principal amount of which is $800,000. This Note is issued pursuant to the provisions of the Local Finance Law, constituting Chapter 33-a of the Consolidated Laws of the State of New York, various bond resolutions adopted by [he Town Boazd on their respective dates, authorizing [he issuance of serial bonds for various purposes in said Town, and the Certificate of Determination executed by the Supervisor on August 30, 2012. This Note has been designated by the Town as a qualified tax-exempt obligation pursuant to the provisions of Section 265 of the Internal Revenue Code of 1986, as amended. The faith and credit of such Town arc hereby irrevocably pledged for the punctual payment of the principal of and interest on this Note according to its terms. It is hereby certified and recited that all conditions, acts and things required by the Constitution and statutes of the State of New York ro exist, [o have happened and to have been performed precedent to and in the r issuance of this Note, exist, have happened and have been performed, and that this Note, together with sll other indebtedness of such Town, is within every debt and other limit prescribed by the Constltution and laws of such State. IN WITNESS WHEREOF, the Town of Southold has caused this Note to be executed in its name by its Supervisor, and its corporate seal (or a facsimile thereof) to be affixed, imprinted, impressed or otherwise reproduced hereon and attested by its Town Clerk and this Note to be dated as of the 30th day of August, 2012. T OFSOUTHOLD (SEAL) By Supervisor ATTEST: ~~~y//~~~,Q~{ t Ji . ~.iN/IJl V Town Clerk . 8 c n ,i A. .ice I - 1 CERTIFICATE OF DETERMINATION BY THE SUPERVISOR RELATIVE TO AUTHORIZATION, SALE, ISSUANCE, FORM AND CONTENTS OF THE $800,000 BOND ANTICIPATION NOTE FOR VARIOUS PURPOSES-2012 OF THE TOWN OF SOUTHOLD, NEW YORK I, Scott A. Russell, Supervisor of the Town of Southold, New York (herein called the "Town"), HEREBY CERTIFY that pursuant to the powers and duties delegated to me, the chief fiscal officer of the Town, by the Town Boazd of the Town, pursuant to the bond resolutions duly adopted and amended and as referred to in the pazagraphs below and subject to the limitations prescribed in said bond resolutions, I have made the following determinations: 1. A bond anticipation note of the Town in the principal amount of $15,000 shall be issued to renew, in part, the $18,000 bond anticipation note dated September 1, 2011, maturing August 31, 2012, and heretofore issued in anticipation of the sale of the serial bonds authorized pursuant to the bond resolution entitled: "Bond Resolution of the Town of Southold, New York, adopted July 17, 2007, ratifying the appropriation of $30,000 to finance a part of the cost of construction of improvements to certain highways in the Hamlet of Orient, known as Ryder Farm Lane and Pazk View Lane; stating the estimated maximum cost thereof is $180,000, with $150,000 of said cost expected to be paid from other sources; and authorizing the issuance of $30,000 serial bonds of said Town to finance said $30,000 appropriation," duly adopted by the Town Boazd on the date therein referred to, and the Certificate of Determination executed by the Supervisor on September 1, 2011, the redemption of said $18,000 bond anticipation note having been heretofore provided to the extent of $3,000 from a source other than the proceeds of serial bonds. 2. A bond anticipation note of the Town in the principal amount of $15,000 shall be issued to renew, in part, the $165,000 bond anticipation note dated September 1, 2011, maturing August 31, 2012, and heretofore issued in anticipation of the sale of the serial bonds authorized pursuant to the bond resolution entitled: "Bond Resolution of the Town of Southold, New York, adopted June 17, 2008, appropriating $590,000 for the increase and improvement of facilities of the Southold Solid Waste Management District, in said Town, and authorizing the issuance of $590,000 serial bonds of said town to finance said appropriation," duly adopted by the Town Board on the date therein referred to, and the Certificate of Determination executed by the Supervisor on September 1, 2011, the redemption of said 1193705.1 $165,000 bond anticipation note having been heretofore provided to the extent of $150,000 from a source other than the proceeds of serial bonds. 3. A bond anticipation note of the Town in the principal amount of $90,000 shall be issued to renew, in part, the $180,000 bond anticipation note dated September 1, 2011, maturing August 31, 2012, and heretofore issued in anticipation of the sale of the serial bonds authorized pursuant to the bond resolution entitled: "Bond Resolution of the Town of Southold, New York, adopted July 29, 2008, appropriating $400,000 to pay the cost of acquiring the easterly half of the certain piece of parcel of land, containing one half of one acre, more or less, situate adjacent to the Town Hall property, and previously acquired by the town pursuant to the eminent domain proceeding (Index No. 06-23054) commenced in the Supreme Court of the State of New York, Suffolk County, on August 3, 2006, and authorizing the issuance of $400,000 serial bonds of said Town to finance said appropriation," duly adopted by the Town Board on the date therein referred to, and the Certificate of Determination executed by the Supervisor on September 1, 2011, the redemption of said $180,000 bond anticipation note having been heretofore provided to the extent of $90,000 from a source other than the proceeds of serial bonds. 4. A bond anticipation note of the Town in the principal amount of $41,000 shall be issued to renew, in part, the $82,000 bond anticipation note dated September 1, 2011, maturing August 31, 2012, and heretofore issued in anticipation of the sale of the serial bonds authorized pursuant to the bond resolution entitled: "Bond Resolution of the Town of Southold, New York, adopted Mazch 9, 2010 and amended May 4, 2010, authorizing the construction of improvements to various roads on Fishers Island, including related drainage improvements, stating the estimated maximum cost thereof is $1,400,000, appropriating said amount for such purpose, and authorizing the issuance of $1,400,000 serial bonds of said Town to finance said appropriation," duly adopted by the Town Boazd on the date therein referred to, and the Certificate of Determination executed by the Supervisor on September 1, 2011, the redemption of said $82,000 bond anticipation note having been heretofore provided to the extent of $41,000 from a source other than the proceeds of serial bonds. 5. A bond anticipation note of the Town in the principal amount of $330,000 shall be issued to renew, in part, the $440,000 bond anticipation note dated September 1, 2011, maturing August 31, 2012, and heretofore issued in anticipation of the sale of the serial bonds authorized pursuant to the bond resolution entitled: 1193705.1 "Bond Resolution of the Town of Southold, New York, adopted June 15, 2010 and amended May 4, 2010, appropriating $700,000 for the improvement of facilities of the Southold Town Wastewater Disposal District, and authorizing the issuance of $700,000 serial bonds of said Town to finance said appropriation," duly adopted by the Town Board on the date therein refened to, and the Certificate of Determination executed by the Supervisor on September 1, 2011, the redemption of said $440,000 bond anticipation note having been heretofore provided to the extent of $110,000 from a source other than the proceeds of serial bonds. 6. A bond anticipation note of the Town in the principal amount of $189,000 shall be issued to renew, in part, the $250,000 bond anticipation note dated September 1, 2011, maturing August 31, 2012, and heretofore issued in anticipation of the sale of the serial bonds authorized pursuant to the bond resolution entitled: "Bond Resolution of the Town of Southold, New York, adopted June 21, 2011, authorizing the acquisition of equipment for use by the Highway Department, stating the estimated maximum cost thereof is $250,000, appropriating said amount for such purpose, and authorizing the issuance of $250,000 bonds of said Town to finance said appropriation," duly adopted by the Town Boazd on the date therein referred to, and the Certificate of Determination executed by the Supervisor on September 1, 2011, the redemption of said $250,000 bond anticipation note having been heretofore provided to the extent of $61,000 from a source other than the proceeds of serial bonds. 7. A bond anticipation note of the Town in the principal amount of $120,000 shall be issued in anticipation of the sale of the serial bonds authorized pursuant to the bond resolution entitled: "Bond Resolution of the Town of Southold, New York, adopted June 19, 2012, authorizing the construction of vazious improvements to Town-owned facilities located at the Town's Highway Department yazd, at the estimated maximum cost of $106,000 and to the Town's Police Department headquarters building, at the estimated maximum cost of $14,000, stating the estimated total cost thereof is $120,000, appropriating said amount for such purposes, and authorizing the issuance of $120,000 bonds of said Town to finance said appropriation," duly adopted by the Town Boazd on the date therein referred to. 8. Said $15,000 note, said $15,000 note, said $90,000 note, said $41,000 note, said $330,000 note, said $189,000 note and said $120,000 shall be combined for the 1193705.1 purpose of sale into a single note issue in the aggregate principal amount of $800,000 (hereinafter referred to as the "Note"). 9. The terms, form and details of said Note shall be as follows: Amount and Title: $800,000 Bond Anticipation Note for Vazious Purposes-2012 Dated: August 30, 2012 Matures: August 30, 2013 Number and Denomination: Number 8R-1, at $800,000 Interest Rate per annum: 0.50% Form of Note: Substantially in accordance with form prescribed by Schedule B,2 of the Local Finance Law of the State of New York. 10. The respective aznounts of bond anticipation notes originally issued in anticipation of the issuance of the serial bonds authorized pursuant to the bond resolutions referred to in pazagraphs 1 to 7, inclusive, hereof, including the Note, aze: (1) $150,000, (2) $590,000, (3) $400,000, (4) $1,400,000, (5) $700,000, (6) $250,000 and (7) $120,000, and the respective amounts of bond anticipation notes which will be outstanding after the issuance of the Note, including said Note, will be: (1) $15,000, (2) $15,000, (3) $90,000, (4) $41,000, (5) $330,000, (6) $189,000 and (7) $120,000. 11. The serial bonds authorized pursuant to the resolutions referred to in pazagraphs 1, 2 and 5 hereof, are for improvements which aze assessable, and the serial bonds authorized pursuant to the resolutions referred to in pazagraphs 3, 4, 6 and 7 hereof, aze for improvements which are non-assessable. 12. Pursuant to said powers and duties delegated to me, I DO HEREBY AWARD AND SELL said Note to Bridgehampton National Bank, Bridgehampton, New York, as registered owner, for the purchase price of $800,000.00, plus accrued interest, if any, from the date of said Note to the date of delivery thereof, and I FURTHER DETERMINE that said Note shall be payable as to both principal and interest at Bridgehampton National Bank, Bridgehampton, New York, and shall beaz interest at the rate of fifty hundredths of one per centum (0.50%) per annum, payable at maturity. 13. Said Note shall be executed in the name of the Town by the manual signature of its Supervisor and the corporate seal of the Town will be affixed, imprinted, impressed or otherwise reproduced thereon and attested by its Town Clerk. 1193705.1 I HEREBY FURTHER CERTIFY that the powers and duties delegated to me to issue and sell the Note hereinabove referred to aze in full force and effect and have not been modified, amended or revoked. IN WITNESS WHEREOF, I have hereunto set my hand this 30th day of August, 2012. l~..~r1 Supervisor 1193705.1 CLERK'S CERTIFICATE I, Elizabeth A. Neville, Town Clerk of the Town of Southold, in the County of Suffolk, New York, HEREBY CERTIFY that I have compared the foregoing copy of the Certificate of Determination executed by the Supervisor and the same is a true and complete copy of the Certificate filed with said Town in my office as Town Clerk on or before the 30th day of August, 2012, and I FURTHER CERTIFY that no resolution electing to reassume any of the powers or duties mentioned in said Certificate and delegated to the Supervisor by the resolutions cited in said Certificate and exercised by the Supervisor has been adopted by said Town Boazd. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of said Town this 30th day of August, 2012. ~~l~ai~ ~ ~..,~1~ `Mown Clerk (SEAL) 1193705.1 / , AFFIDAVIT AS TO NO CONFLICT OF INTEREST STATE OF NEW YORK ) :ss: COUNTY OF SUFFOLK ) Elizabeth A. Neville, being duly sworn upon her oath deposes and says: 1. I am the duly appointed, qualified and acting Town Clerk of the Town of Southold, in the County of Suffolk, New York (herein and in Schedule A annexed hereto called the "Town"); 2. That with respect to the contract of sale of the Note of the Town described in the Certificate of Determination executed by the Supervisor on the 30th day of August, 2012, to the financial institution indicated in such Certificate, I have made a cazeful inquiry of each officer and employee of the Town having the power or duty to (a) negotiate, prepare, authorize or approve the contract or authorize or approve payment thereunder, (b) audit bills or claims under the contract, or (c) appoint an officer or employee who has any of the powers or duties set forth above, as to whether or not such officer or employee has an interest (as defined pursuant to Article 18 of the General Municipal Law) in such contract; 3. That upon information and belief, as a result of such inquiry, no such officer or employee has any such interest in said contract unless otherwise noted in Schedule A annexed hereto and by this reference made a part hereof. ~a / ~,.,.~~e Town Clerk Subscribed and sworn to before me this day of August, 2012. G'CL~kcG ~ l9-ts,OlJ[~ Notazy Publi ,State of New York LINDA J COOPER NOTARY Pi~P; LIC, 5'. a°;a cf New York N O.O~C0~~5225~,3, Sul Falk Coin y Term Expire:; December u1, 20~~ 1193705.1 JI ~ SCHEDULE A 1. is a stockholder of the Purchaser owning or controlling, directly or indirectly, less than five per centum (5%) of the outstanding stock thereof but no disclosure of such interest by said officer is required pursuant to said Law. 2. , has an interest in the Purchaser solely by reason of employment as an officer or employee thereof, but the remuneration of such employment will not be directly affected as a result of said contract and the duties of such employment do not directly involve the procurement, prepazation or performance of any such part of such contract. 3. ,has publicly disclosed the nature and extent of such interest in writing to the governing board of the Town. Such written disclosure has been made a part of and set forth in the official record of proceedings of the Town. 1193705.1 • ~ CERTIFICATES AS TO SIGNATURES, LITIGATION, AND DELIVERY AND PAYMENT WE, the undersigned officers of the Town of Southold, in the County of Suffolk, a municipal corporation of the State of New York and herein referred to as the "Town," HEREBY CERTIFY that on or before August 30, 2012, we officially signed and properly executed by manual signatures the $800,000 Bond Anticipation Note for Various Purposes-2012 (the "Note") of the Town, payable to Bridgehampton National Bank, Bridgehampton, New York, as registered owner, and as otherwise described in Schedule A annexed hereto and by this reference made a part hereof, and that at the time of such signing and execution and on the date hereof we were and are the duly chosen, qualified and acting officers of the Town authorized to execute the Note and holding the respective offices indicated by the titles set opposite our signatures hereto for terms expiring on the respective dates set opposite such titles. WE FURTHER CERTIFY that no litigation of any nature is now pending or threatened restraining or enjoining the issuance or delivery of the Note or the levy or collection of any taxes to pay the interest on or principal of the Note, or in any manner questioning the authority or proceedings for the issuance of the Note or for the levy or collection of said taxes, or relating to the Note or affecting the validity thereof or the levy or collection of said taxes, that neither the corporate existence or boundaries of the Town nor the title of any of the present officers thereof to their respective offices is being contested, and that no authority or proceedings for the issuance of the Note has or have been repealed, revoked or rescinded. WE FURTHER CERTIFY that the seal which is impressed upon this certificate (or a facsimile thereof) has been affixed, impressed, imprinted or otherwise reproduced upon the Note and is the legally adopted, proper and only official corporate seal of the Town. And I, Scott A. Russell, Supervisor, HEREBY FURTHER CERTIFY that on August 30, 2012, I delivered or caused the delivery of the Note to Bridgehampton National Bank, Bridgehampton, New York„ the purchaser thereof, and that at the time of such delivery of said Note, the Town received from said purchaser the amount hereinbelow stated, in full payment for said Note, computed as follows: Price .........................................................................................$800,000.00 Interest on said Note accrued to the date of such delivery -0- Amount Received .....................................................................$800,000.00 1193705.1 IN WITNESS WHEREOF, we have hereunto set our hands and said corporate seal has hereunto been affixed this 30th day of August, 2012. /S~i~~a~~,~,re Term of Office Expires Title ~~~2~`°g,~~ December 31, 2013 Supervisor December 31, 2013 Town Clerk (SEAL) I HEREBY CERTIFY that the signatures of the officers of the above-named Town, which appear above, aze true and genuine and that I know said officers and know them to hold the offices set opposite their 'gnatu John A. Cushman, II Town Comptroller 1193705.1 ATTORNEY'S CERTIFICATE I, Martin Finnegan, Esq., HEREBY CERTIFY that I am a licensed attorney at law of the State of New York, and am the duly chosen, qualified and acting Town Attorney of the Town of Southold, in the County of Suffolk, a municipal corporation of the State of New York and herein referred to as the "Town", that no litigation of any nature is now pending or threatened restraining or enjoining the issuance or delivery of the $800,000 Bond Anticipation Note for Various Purposes-2012 (the "Note") of the Town, payable to Bridgehampton National Bank, Bridgehampton, New York, as registered owner, and as otherwise described in Schedule A annexed hereto and by this reference made a part hereof, or the levy or collection of any taxes to pay the interest on or principal of the Note, or in any manner questioning the authority or proceedings for the issuance of the Note or for the levy or collection of said taxes, or relating to the Note or affecting the validity thereof or the lery or collection of said taxes, that neither the corporate existence or boundazies of the Town nor the title of any of the present officers thereof to their respective offices is being contested, and that no authority or proceedings for the issuance of the Note has or have been repealed, revoked or rescinded. I HEREBY FURTHER CERTIFY that there is no controversy or litigation of any nature now pending or threatened by or against the Town wherein an adverse judgment or ntling could have a material adverse impact on the financial condition of the Town or adversely affect the power of the Town to levy, collect or enforce the collection of taxes or other revenues for the payment of the Note, which has not been disclosed in the Official Statement relating to the Note. IN WITNESS WHEREOF, I have hereunto set my hand this 30th day of August, 2012. orney 1193705.1 SCHEDULE A Amount and Title: $800,000 Bond Anticipation Note for Various Purposes-2012 Dated: August 30, 2012 Matures: August 30, 2013 Number: 8R-1, at $800,000 Interest Rate per annum: 0.50% 1193705.1 - - ARBITRAGE AND USE OF PROCEEDS CERTIFICATE I, Scott A. Russell, Supervisor of the Town of Southold, in the County of Suffolk, New York (the "Issuer"), HEREBY CERTIFY and reasonably expect with respect to the issuance of the Issuer's $800,000 Bond Anticipation Note for Various Purposes-2012 (herein referred to as the "Note" or "Notes"), dated and issued on August 30, 2012, as follows: Unless the context clearly requires otherwise, all capitalized terms used but not otherwise defined herein shall have the meanings set forth in Article II hereof or in the Resolutions, the Code or the Regulations (each as defined below). ARTICLE I General I.1. Authority of Signatory. I am an officer of the Issuer chazged with the responsibility for the execution, delivery, and issuance of the Note and am acting for and on behalf of the Issuer in signing this certificate. 1.2. Purpose of Certificate. This certificate is made for the purpose of establishing evidence of the expectations of the Issuer as of the date hereof as to future events regazding the amount and use of proceeds of the Note. It is intended and may be relied upon for purposes of Sections 103 and 148 of the Internal Revenue Code of 1986, as amended (the "Code"), and as a certification described in Section 1.148-2(b)(2) of the Treasury Regulations (the "Regulations"). This certificate is executed and delivered as part of the record of proceedings in connection with the issuance of the Note. The provisions of this certificate consfitute a contractual obligation of the Issuer in consideration for the purchase of and payment for the Note by the purchaser(s) thereof. 1.3. Reasonable Expectations. This certificate sets forth the facts, estimates and circumstances now in existence which form the basis for the Issuer's expectation that the proceeds of the Note will not be used in a manner that would cause the Note to be an azbitrage bond under Section 148 of the Code or a private activity bond under Sections 103 and 141 of the Code. To the best of my knowledge and belief, such expectation is reasonable and there aze no other facts, estimates or circumstances that would materially change that expectation. 1.4. Composite Issue. No other governmental obligations have been sold fewer than 15 days prior to, or will be sold fewer than 15 days after, the sale date of the Note, pursuant to a common plan of financing which are expected to be paid from substantially the same source of funds as the Note. 1.5 No Federal Guazantee. The Issuer represents and covenants that, except for the gross proceeds of the Note which are: (a) invested during the temporary period referred to in Article III, (b) held in any refunding escrow, or (c) invested in obligations of the United States Treasury or in obligations issued pursuant to Section 21B(d)(3) of the Federal Home Loan Bank 1193705.1 Act, as amended by Section 511(a) of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, or any successor provision to Section 21B(d)(3) of the Federal Home Loan Bank Act, as amended: (i) No portion of the payment of principal or interest with respect to the Note is or will be guazanteed directly or indirectly by the United States or any agency or instrumentality thereof (herein "federally guaranteed"); and (ii) No portion of the gross proceeds of the Note in excess of five percent of such gross proceeds is or will be (A) used in making loans the payment of principal or interest with respect to which is to be federally guazanteed, or (B) invested directly or indirectly in federally insured deposits or accounts. 1.6. Tax Representation. The Issuer expects to be able to and will comply with all the procedures and provisions set forth herein, and will do and perform all acts and things necessary and desirable within its reasonable control in order to assure that interest paid on the Note shall be excluded from gross income of the owners thereof for the purpose of federal income taxation. 1.7. Additional Information. The Issuer will provide such other information as may be required to assure the exclusion from gross income of interest on the Note for federal income taxation purposes. 1.8. Non-Purpose Investments. Not more than 50% of the proceeds of the Note are being invested in investments not acquired to carry out the governmental purposes of the issue at a guazanteed yield and having a term of 4 yeazs or more. 1.9 IRS Infonnation Reporting. The Issuer will make a timely filing of the appropriate IRS Form 8038G or 8038-GC. ARTICLE II Use of Project and Proceeds 2.1. Authorization. (a) The Note is authorized to be issued pursuant to applicable provisions of the laws of the State of New York and various bond resolutions duly adopted by the Town Boazd on their respective dates (the "Resolutions"), as referred to in the Certificate of Determination executed by the Supervisor on August 30, 2012. (b) For purposes of this Article II the term "proceeds" means the net amount (after payment of all costs and expenses associated with issuing the Note) received by the Issuer from the sale of the Note, excluding accrued interest. 2.2. Purpose of Issue. The Note is being issued to provide funds for various purposes in the Town (the "Project" or "Projects"), as further described in the Resolutions. 1193705.1 2.3. Use of Proceeds. A portion of the proceeds of sale of the Note in the amount of $680,000 (the "Current Refunding Note") will be used, together with $455,000 available funds, to redeem prior issues of bond anticipation notes currently outstanding in the aggregate principal amount of $1,135,000 (the "Prior Issues"), heretofore issued to finance the Project. The balance of the proceeds of sale of the Note in the principal amount of $120,000 (the "New Money Note") will be used to provide original financing for the New Money Projects. 2.4. Ownership/Lease/Sale. The Projects will be owned by the Issuer or another state or local governmental unit and will not be leased to any person who is not a state or local governmental unit. It will not (except to the extent that any of the projects financed involve grants) be sold or otherwise disposed of, in whole or in part, except for incidental sales of surplus items the proceeds of which will not constitute net operating profits or net capital profits to the Issuer, prior to the maturity date of the Note. 2.5. Private Loans. Not more than the lesser of 5 percent or $5,000,000 of the proceeds of the Note will be used directly or indirectly to make loans to persons other than a governmental unit. 2.6. Private Use. The aggregate amount of proceeds of the Note used duectly or indirectly in a trade or business carried on by a person other than a state or local governmental unit ("Private Use"), will not exceed 10% of such proceeds in the event that more than 10% of the principal or 10% of the interest due on the Note during the term thereof is, under the terms of the Note or any underlying arrangement, directly or indirectly, secured by any interest in property used or to be used for a Private Use or in payments in respect of property used or to be used for a Private Use or is to be derived from payments, whether or not to the Issuer, in respect of property or borrowed money used or to be used for a Private Use. 2.7. Unrelated/Related Disproportionate Use. No more than 5% of the proceeds of the Note will be used directly or indirectly in the trade or business of a person other than a governmental unit that is unrelated or related and disproportionate to the governmental use of the property being financed, including any private loan financing described in Section 2.5 which meets this test. For purposes of this Arbitrage and Use of Proceeds Certificate, proceeds of the Note are allocable to an unrelated Private Use if such use is neither directly nor operationally related to a governmental use and proceeds of the Note are allocable to a disproportionate related Private Use to the extent that the proceeds of the Note which are to be used to finance property used by a nongovernmental person in a trade or business which is related to the governmental use of the property referred to in Section 2.6 above, exceeds the proceeds of the Note which are to be used for the governmental use to which such Private Use relates. 2.8. Other Private Uses Defined. For purposes of Section 2.6 and 2.7, a Private Use consists of any contract or other arrangement including, without limitation, leases, management contracts, guazantee contracts, take or pay contracts, or put or pay contracts, which provides for a use of the Projects by a person or persons who aze not State or local governments on a basis different than the general public. Any management, or operations contract or 1193705.1 agreement which provides for nongovernmental use will provide for reasonable compensation which is in no part based on net profits and will satisfy the provisions of (a), (b) or (c) below: (a) for contracts which provide compensation for each annual period based on a periodic fixed fee, a capitation fee or combination thereof, (i) the contract has a term (including renewal options) not exceeding five yeazs; (ii) the issuer may terminate the contract, without penalty, at the end of any three year period, and (iii) at least 50% of the compensation paid is on a periodic, fixed fee basis; (b) for contracts entered into or materially modified (other than pursuant to a renewal option) after March 15, 1993, which provide compensation based on a per unit fee or a combination per unit and periodic fixed fee, (i) the contract has a term (including renewal options) not exceeding three yeazs; (ii) the issuer may terminate such contract (without penalty) at the end of the second year of the term, and (iii) the amount of the per unit fee is specified in the contract or otherwise limited by the qualified user or a third party; (c) for contracts entered into or materially modified (other than pursuant to a renewal option) after March 15, 1993, which provide compensation based on a percentage of fees charged, (i) the contract has a term (including renewal options) not exceeding two years, (ii) the issuer may terminate the contract (without penalty) at the end of the first year, and (iii) the service provider primarily provides services to third parties or the contract involves a facility during an initial start-up period; (d) For purposes of this Section 2.8: (i) "capitation fee" means a fixed periodic amount paid under a management contract or agreement for each person for whom the service provider assumes the responsibility to provide all needed services for a specified period, provided the quantity and type of services actually provided vary substantially; (ii) "periodic fixed fee" means a stated dollar amount for services rendered during a specified period of time (i.e. $XX per month) which amount may automatically increase according to a specified, objective, external standazd; and (iii) "per unit fee" means a stated dollar amount for each unit of service provided (i.e. $XX per medical procedure). 2.9 Pooled Loan Financines. To the extent the amount of proceeds of the Note to be used to make loans to any borrowers (including loans referred to in Section 2.5 above and loans to state or local governmental units) exceeds $5,000,000, at least 95% of the net proceeds of the issue (as defined in Section 150 of the Code but without including proceeds used to finance costs of issuance or capitalized interest) that aze to be used to make loans, will have been used within 3 years of the date hereof to make such loans. The payment of legal and 1]93705.1 underwriting costs is not contingent and at least 95% of the reasonably expected legal and underwriting costs associated with issuance will be paid within 180 days of the date hereof. 2.10 Output Facilities. No more than 5% of the proceeds of the Note are to be used with respect to any output facility (other than a facility for the furnishing of water). No more than the lesser of $5,000,000 or 5% of the proceeds of the Note are to be used (directly or indirectly) for the acquisition of a nongovernmental output facility. ARTICLE III Arbitrage/Rebate Exemption 3.1 Temporary Period-Refundinc. With respect to the proceeds of the sale of the Current Refunding Note representing proceeds allocable to the Prior Issue: (a) All of the proceeds of the Prior Issue have been expended, or any such proceeds which have not been expended as of the date hereof, shall become transferred proceeds of this issue. Such transferred proceeds may be invested without restriction as to yield until three years after the date of original issuance of the Prior Issue. If any transferred proceeds remain unexpended after three yeazs after the date of original issuance of the Prior Issue, such proceeds will be invested at a yield not in excess of the yield on the Note. (b) The proceeds of the Note will be used to refund the Prior Issue within 90 days of the date hereof, and may be invested during such time without restriction as to yield. 3.2 Temporary Period-New Money. With respect to the New Money Note: (a) The Issuer has entered into or will enter into within six months from the date of this certificate, binding commitment(s) for the acquisition, construction or accomplishment of the New Money Project cited in Section 2.2 hereof, and the amount of such commitment(s) with respect to such New Money Project will or do exceed the amount equal to 5% of the New Money Note, being the aggregate amount of obligations currently issued for such New Money Project. (b) Such New Money Project has been completed, or, if such New Money Project has not been completed, work on the acquisition, construction or accomplishment of such New Money Project will proceed or is proceeding with due diligence to completion. (c) It is reasonably expected that at least 85 percent of the net sale proceeds of such New Money Note will be expended within three years from the date of this Certificate. No more than 50 percent of the proceeds of the Note will be invested in nonpurpose investments with a term of four years or more. 3.3 Rebate. (a) Neither the Prior Issue nor the New Money Note was or is subject to the rebate requirement imposed by Section 148 of the Code because, with respect to each: 1193705.1 (i) the Issuer was or is a governmental unit with general taxing powers; (ii) the Prior Issue/New Money Note did not or does not constitute a "private activity bond" as that term is defined in Section 141 of the Code; (iii) ninety-five percent or more of the net proceeds of the sale of the Prior Issue/New Money Note was or is to be used for local governmental activities of the Issuer; and (iv) the Issuer (including all agencies, instrumentalities and political subdivisions of the Issuer) reasonably expected or expects that the aggregate face amount of all tax-exempt bonds issued by the Issuer during the calendar yeaz in which the Prior Issue was issued and the current calendaz year would not or will not exceed $5,000,000. For purposes of such determination, no tax-exempt obligation was or shall be taken into account if it was or is a current refunding obligation issued in the calendar year in which the Prior Issue/New Money Note (as applicable) was or is being issued which does not exceed the outstanding (redeemed) principal amount of the obligation to be refunded. (b) The Current Refunding Note is not subject to the rebate requirement imposed by Section 148 of the Code because all of the Gross Proceeds of such Current Refunding Note will be expended to pay the Prior Issue within 90 days of the date hereof and will, therefore, qualify for the six-month expenditure exception to rebate. 3.4 No Excess Proceeds. The total proceeds of sale of all bond anticipation notes issued to date for the Project do not exceed the total cost of the Project. 3.5 Source of Repayment Funds. The Note will be paid from taxes and the proceeds of other obligations of the Issuer issued to fund the Note. 3.6 Debt Service Fund. The taxes used to pay principal and interest on the Note, whether or not deposited in a debt service fund, will be expended within 13 months of the date of deposit in such fund, or the date of their accumulation, in the payment of debt service on the Note. Any amounts received from the investment of such deposit or accumulation will be expended within one yeaz of receipt. The debt service fund, if any, will be used to achieve a proper matching of revenues and debt service and will be depleted at least annually except for a reasonable carryover amount which will not exceed the greater of the earnings on such fund for the immediately preceding yeaz or one-twelfth of the debt service on the Note. 3.7 Sinking Funds. Except for the debt service fund described herein the Issuer has not created or established, and does not expect to create or establish, any sinking fund or other similar fund which the Issuer reasonably expects to use to pay principal or interest on the Note. 1193705.1 ARTICLE IV Bank Qualification 4.1 Desi nation. The Note is hereby designated as a "qualified tax-exempt obligation" pursuant to the provisions of Section 265 of the Code. (a) In making such designation it has been determined with respect to the Current Refunding Note that: (i) the Note currently refunds the Prior Issue; (ii) the Prior Issue was designated as a "qualified tax-exempt obligation"; (iii) the aggregate face amount of the Note does not exceed $10,000,000; (iv) the Prior Issue had a weighted average maturity of 3 yeazs or less; (v) the maturity date of the Note, as measured from the original date of issuance of the notes issued pursuant to the Resolutions, in renewal of which such Note is being issued, does not exceed 30 yeazs; and (vi) not more than $10,000,000 of obligations issued by the Issuer during the calendaz yeaz in which the Prior Issue was issued were designated by the Issuer as "qualified tax-exempt obligations." (b) In making such designation it has been determined with respect to the New Money Note that: (i) the Issuer does not reasonably anticipate that the amount of "qualified tax- exempt obligations" to be issued by the Issuer during the current calendaz yeaz will exceed $10,000,000; 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 $10,000,000. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Town of Southold, as of the 30th day of August, 2012. Q (SEAL) Supervisor 1193705.1