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HomeMy WebLinkAboutRefunding BondA CERTIFICATE OF DETERMINATION BY THE SUPERVISOR RELATIVE TO THE TERMS, FORM AND DETAILS OF SALE AND ISSUANCE OF $9,020,000 REFUNDING SERIAL BONDS -2015 OF THE TOWN OF SOUTHOLD, IN THE COUNTY OF SUFFOLK, NEW YORK AND PROVIDING FOR THEIR PRIVATE SALE I, Scott A. Russell, Supervisor of the Town of Southold, in the County of Suffolk, New York (the "Town"), HEREBY CERTIFY that pursuant to the powers and duties delegated to me as the chief fiscal officer of the Town pursuant to the Refunding Bond Resolution duly adopted and as set forth below and subject to the limitations prescribed in said Refunding Bond Resolution, I have made the following determinations: 1. Authorization Principal Amount, Maturity Schedule and Designation. Refunding serial bonds in the principal amount of $9,020,000 and designated as "Refunding Serial Bonds -2015" (referred to hereinafter as the "Refunding Bonds" or the "Bonds") authorized pursuant to the Refunding Bond Resolution duly adopted by the Town Board on the date therein referred to, entitled: "Refunding Bond Resolution of the Town of Southold, New York, adopted May 5, 2015, authorizing the refunding of certain outstanding serial bonds of said Town, stating the plan of refunding, appropriating an amount not to exceed $12,000,000 for such purpose, authorizing the issuance of refunding bonds in the principal amount of not to exceed $12,000,000 to finance said appropriation, and making certain other determinations relative thereto," shall be issued to refund each of the outstanding series of bonds described in Exhibit A annexed hereto and made a part hereof, each of such series being originally issued pursuant to various bond resolutions duly adopted by the Town Board on their respective dates (referred to herein collectively as the "Refunded Bonds"). 2481188.1 039654 CLD a Said Refunding Bonds shall mature in the principal amounts and shall bear interest at the respective interest rates per annum payable on March 1, 2016, September 1, 2016, and semiannually thereafter on March .1 and September 1 in each year to maturity, as set forth below: Date of Principal Interest Maturi Amount Rate March 1, 2016 $ 195,000 2.00% March 1, 2017 195,000 2.00 March 1, 2018 845,000 2.00 March 1, 2019 835,000 3.00 March 1, 2020 820,000 4.00 March 1, 2021 200,000 4.00 March 1, 2021 620,000 5.00 March 1, 2022 75,000 4.00 March 1, 2022 560,000 5.00 March 1, 2023 150,000 3.00 March 1, 2023 540,000 5.00 March 1, 2024 690,000 5.00 March 1, 2025 695,000 5.00 March 1, 2026 525,000 5.00 March 1, 2027 525,000 5.00 March 1, 2028 525,000 3.00 March 1, 2029 515,000 3.00 March 1, 2030 510,000 3.00 2. Present Value Savings. The present value savings to be realized through the refunding of the Refunded Bonds is set forth in the refunding fmancial plan attached hereto as Appendix A. 3. Issue Date. The Bonds shall be dated their date of delivery, which is expected to be July 29, 2015. The date of each Bond shall appear on the face thereof following the caption "Date of Original Issue," and each Bond shall bear interest from such date. 4. Dates and Medium of Payment. The Bonds shall bear interest from their date at the rates per annum set forth in Section 1 hereof, payable on March 1, 2016, September 1, 2481188.1 039654 CLD 2016 and semiannually thereafter on March 1 and September 1 in. each year until maturity, in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by wire transfer or in clearinghouse funds on each interest payment date, payable to the person in whose name the Bond is registered at his address as shown upon the books of the Town kept for that purpose at the office of the Town Clerk, 53095 Main Road, Southold, New York as fiscal agent (the "Fiscal Agent"), as of the close of business on the fifteenth day of the month preceding each interest payment date. 5. Optional Redemption. The Bonds maturing on or before March 1, 2025 will not be subject to redemption prior to maturity. The Bonds maturing on March 1, 2026 and thereafter, will be subject to redemption, at the option of the Town, prior to maturity, in whole or in part, and if in part, in any order of their maturity and in any amount within a maturity (selected by lot within a maturity), on any date on or after March 1, 2025, at the redemption price equal to the par amount of the Bonds to be redeemed, plus accrued interest to the date of redemption. The Town may select the maturities of the Bonds to be redeemed and the amount to be redeemed of each maturity selected, as the Town shall determine to be in the best interest of the Town at the time of such redemption. If less than all of the Bonds of any maturity are to be redeemed prior to maturity, the particular Bonds of such maturity to be redeemed shall be selected by the Town by lot in any customary manner of selection as determined by the Town. Notice of such call for redemption shall be given by mailing such notice to the registered owner(s) of the Bonds to be redeemed not more than j sixty (60) nor less than thirty (3 0) days prior to the proposed redemption date. Notice of redemption having been given as aforesaid, the Bonds so called for redemption shall, on the date of redemption, set forth in such call for 2481188.1 039654 CLD redemption, become due and payable, together with accrued interest to such redemption date, and interest shall cease to be paid thereon after such redemption date. 6. Denominations, Numbers and Letters. The Bonds maturing in each year shall be issued as fully registered Bonds in denominations of $5,000 or any integral multiple thereof. The Bonds shall be numbered separately and consecutively upward with the letter R prefixed thereto and shall be transferable and. exchangeable as provided herein. 7. Book -Entry System. The Bonds when issued shall 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. Only one Bond will be initially issued for each maturity in the aggregate principal amount of such maturity. DTC is an automated depository for securities and clearinghouse for securities transactions, and will be responsible for establishing and maintaining a book -entry system for recording the ownership interests of its participants, which include certain banks, trust companies and securities dealers, and the transfers of the interests among its participants. The DTC participants will be responsible for establishing and maintaining records with respect to the beneficial ownership interests of individual purchasers in the Bonds. Individual purchases of beneficial ownership interests in the Bonds may only be made through book entries (without certificates issued by the Town) made on the books and records of DTC (or a successor depository) and its participants, in denominations of $5,000 or integral multiples thereof. Beneficial owners of the Bonds will not receive certificates representing their interest in the Bonds. Principal of and interest on the Bonds will be payable by the Town or its agent by wire transfer or in clearinghouse funds. to DTC or its nominee as registered owner of the Bonds. Transfer of principal and interest payments to participants of DTC will be the responsibility of DTC; transfer of principal and 2481188.1 039654 CLD interest payments to beneficial owners by participants of DTC will be the responsibility of such participants and other nominees of beneficial owners. The Town will not be responsible or liable for payments by DTC to its participants or by DTC participants to beneficial owners or for maintaining, supervising or reviewing the records maintained by DTC, its participants or persons acting through such participants. 8. Discontinuance of Book -Entry System. In the event that (a) DTC determines to discontinue providing its service with respect to the Bonds by giving notice to the Town and discharging its responsibilities with respect thereto under applicable law, and the Town fails to appoint a successor securities depository for the Bonds, or (b) the Town determines to discontinue the system of book -entry transfers through DTC (or a successor securities depository), then bond certificates shall be delivered to the beneficial owners upon registration of the Bonds held in the beneficial owners' names. After such registration the beneficial owners shall become the registered owners of the Bonds. In such event, the Supervisor of the Town shall execute a Supplemental Certificate of Determination which will set forth the terms, form and details of issuance of such bond certificates. 9. Fiscal Agent. The Town Clerk is hereby appointed as Fiscal Agent for the Bonds pursuant to, and to act in accordance with, applicable provisions of the Local Finance Law, constituting Chapter 33-a of the Consolidated Laws of the State of New York. In the event that the book -entry system described in Section 7 above is discontinued, the Town may appoint a bank or trust company located and authorized to do business in New York State to act as successor Fiscal Agent in connection with the issuance of bond certificates. 10. Execution of Bonds. The Bonds shall be executed in the name of the Town by the manual signature of the Supervisor, and shall have the corporate seal of the Town, 2481188.1 039654 CLD or a facsimile thereof, affixed, impressed, imprinted or otherwise reproduced thereon, and the seal attested by the Town Clerk. 11. Transfer of Bonds. Each Bond shall be transferable only upon the books of the Town, which shall be kept for such purpose at the office of the Fiscal Agent, by the registered owner thereof in person or by his attorney duly authorized in writing, upon surrender thereof together with a written instrument of transfer or exchange satisfactory to the Fiscal Agent duly executed by the registered owner or his duly authorized attorney. Upon transfer of any such Bond, the Town shall issue in the name of the transferee or the registered owner a new Bond or Bonds of the same aggregate principal amount and maturity as the surrendered Bond. The Fiscal Agent may deem and treat the person in whose name any Bond shall be registered upon the books of the Town as the absolute owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on such Bond and for all other purposes, and all such payments so made to any such registered owner or upon his order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid, and neither the Town nor the Fiscal Agent shall be affected by any notice to the contrary. 12. Regulations With Respect to Exchanges and Transfers. In all cases in which the privilege of exchanging or transferring Bonds is exercised, the Town shall execute and deliver Bonds in accordance with the provisions hereof. All Bonds surrendered in any such exchanges or transfers shall forthwith be cancelled by the Fiscal Agent. For every such exchange or transfer of bonds, the Fiscal Agent may make a charge sufficient to reimburse the Town for any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer, and may charge a sum sufficient to pay the cost of preparing each new 2481188.1 039654 CLD bond issued upon such exchange or transfer, which sum or sums shall be paid by the person requesting such exchange or transfer as a condition precedent to the exercise of the privilege of making such exchange or transfer. The Town shall not be obliged to make any such exchange or transfer of Bonds between fifteenth day of the month preceding an interest payment date and such interest payment date. 13. Sale of Bonds. The Bonds are hereby sold at private sale to Roosevelt & Cross, Inc., New York, New York, as the Underwriter, pursuant to the Bond Purchase Agreement, dated July 8, 2015 between the Underwriter and the Town, for the purchase price of $10,036,977.30, consisting of the par amount of the Bonds, plus a net original issue premium of $1,056,214.30, less the Underwriter's discount of $39,237.00, plus accrued interest, if any, from the date of the Bonds to the date of delivery of and payment for the Bonds. Pursuant to Section 90.10 of the Local Finance Law, constituting Chapter 33-a of the Consolidated Laws for the State of New York, as amended, the terms and conditions of such sale are subject to the approval of the State Comptroller. Delivery of the Bonds to the purchasers thereof shall be effected on or about July 29, 2015, upon (i) receipt by the Town of the purchase price of the Bonds, and (ii) deposit of the Bonds with DTC to be held in trust until maturity. 14. Form of Bonds. Said Bonds shall be in substantially the form set forth in Appendix B hereto. 15. SEC Rule 15c2-12. In order to assist bidders in complying with Rule 15c2-12 promulgated by the Securities and Exchange Commission and as part of the Town's contractual obligation arising from its acceptance of the Underwriter's proposal, at the time of the delivery of the Bonds the Town will provide an executed copy of its "Undertaking to Provide Continuing Disclosure" in substantially the form set forth in Appendix C hereto. Said 2481188.1 039654 CLD Undertaking will constitute a written agreement or contract of the Town for the benefit of holders of and owners of beneficial interests in the Bonds, to provide to the Electronic Municipal Market Access ("EMMA") System implemented by the Municipal Securities Rulemaking Board established pursuant to Section 1513(b)(1) of the Securities Exchange Act of 1934, or any successor thereto or to the functions of such Board contemplated by the Undertaking, the annual financial information and timely notice of the occurrence of certain events, as enumerated in said Rule 15c2-12. I HEREBY FURTHER CERTIFY that the powers and duties delegated to me to issue and sell the Bonds hereinabove described and referred to are in full force and effect and have not been modified, amended or revoked. IN WITNESS WHEREOF, I have hereunto set my hand as of the 8th day of July, 2015. Town Supervisor 2481188.1 039654 CLD CLERK'S CERTIFICATE I, ELIZABETH A. NEVILLE, Town Clerk of the Town of Southold, in the County of Suffolk, New York, DO 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 July 29, 2015; and I FURTHER CERTIFY that no resolution electing to reassume any of the powers or duties mentioned in said Certificate and delegated to the Supervisor by the resolution cited in said Certificate has been adopted by the Town Board. (SEAL) IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of said Town this day of July, 2015. a - Y)"� 0. -&9 Town Clerk 2481188.1 039654 CLD SUMMARY OF BONDS REFUNDED Town of Southold, New York AGGREGATE REFUNDING OF 03/01/2005 BONDS (09/01/2016 - 2021) REFUNDING OF 04/15/2007 BONDS (04/15/2018 - 2030) REFUNDS CALLABLE BONDS OF EACH SERIES DOES NOT REFUND THE SERIES 2005 P&I PAYMENT DUE 9/1/2015 DOES NOT REFUND THE SERIES 2007 INTEREST PAYMENT DUE 10/15/2015 (UNINSURED'Aa1') ; (NOT BQ) ; (CALLABLE) Maturity Interest Bond Date Rate Fishers Island Ferry District Bonds - 2005, 2005: BOND 09/01/2016 3.750% 09/01t2017 3.750% 09/01/2018 3.750% 09/01/2019 3.800% 09/01/2020 3.800% 09/01/2021 4.000% Public Improvement Bonds - 2007, 2007: BOND 04/15/2018 04/15/2019 04/15/2020 04/15/2021 04/15/2022 04/15/2023 04/15/2024 04/15/2025 04/15/2026 04/15/2027 04/15/2028 04/15/2029 04/15/2030 Par Call Call Amount Date Price 200,000.00 09/01/2015 100.000 200,000.00 09/01/2015 100.000 200,000.00 09/01/2015 100.000 200,000.00 09/01/2015 100.000 200,000.00 09/01/2015 100.000 200,000.00 ' 09/01/2015 100.000 1,200,000.00 100.000 4.250% 4.250% 675,000.00 04/15/2017 100.000 4.250% 675;000.00 04/15/2017 100.000 4.250% 675,000.00 04/15/2017 100.000 4.250% 675,000.00 04/15/2017 100.000 4.250% 675,000.00 04/15/2017 100.000 4.250% 725,000.00 04/15/2017 100.000 4.250% 725,000.00 04/15/2017 100.000 4.250% 725,000.00 04/15/2017 100.000 4.250% 550,000.00 04/15/2017 100.000 4.250% 550,000.00 04/15/2017 100.000 4.250% 550,000.00 04/15/2017 100.000 4.250% 550,000.00 - 04/15/2017 100.000 4.250% 550,000.00 04/15/2017 .100.000 8,300,000.00 9,500,000.00 Jul 8, 2015 2:30 pm Prepared by Roosevelt & Cross, Incorporated (s) (Finance 7.011 nys:2015) Page 11 U, N A2 1111 Refunding Financial Plan as prepared by Roosevelt & Cross, Inc. dated July 8, 2015 2481188.1 039654 CLD 7/8/2015 FINAL (OMS ESCROW) TOWN OF SOUTHOLD, NY SUMMARY OF REFUNDING RESULTS `(UNINSURED "Aal"); (NOT 13Q); (CALLABLE) 0 'B QS 97/0 N1 11) "1 Dated Date 7/29/2015 Refunding Par Amount 9,020,000 Bond Arbitrage Yield 2.304812% Escrow Yield 0.482094% Refunded Bonds Par Amount 9,500,000 Average Coupon of Refunded Bonds 4.118829% Net PV Savings 580,865.80 Percentage of PV Savings 6.114377% Aggregate Budgetary Savings 736,459.44 Annual Budgetary Saving Fiscal Year 2016 21,784.44 Fiscal Year 2017 49,500.00 Fiscal Year 2018 63,056.25 Fiscal Year 2019 57,843.75 Fiscal Year 2020 65,481.25 Fiscal Year 2021 65,093.75 Fiscal Year 2022 48,406.25 Fiscal Year 2023 44,906.25 Fiscal Year 2024 47,093.75 Fiscal Year 2025 45,906.25 Fiscal Year 2026 44,312.50 Fiscal Year 2027 47,187.50 Fiscal Year 2028 44,812.50 Fiscal Year 2029 47,037.50 Fiscal Year 2030 44,037.50 ROOSEVELT& CROSS 7/8/2015 TABLE OF CONTENTS Town of Southold, New York AGGREGATE REFUNDING OF 03/01/2005 BONDS (09/01/2016 - 2021) REFUNDING OF 04/15/2007 BONDS (04/15/2018 - 2030) REFUNDS CALLABLE BONDS OF EACH SERIES DOES NOT REFUND THE SERIES 2005 P&I PAYMENT DUE 9/1/2015 DOES NOT REFUND THE SERIES 2007 INTEREST PAYMENT DUE 10/15/2015 (UNINSURED'Aa1') ; (NOT BQ) ; (CALLABLE) Report Page AGGREGATE Sources and Uses of Funds . . . . . . . . . . . . . . . . . . . . . . . . 1 Summary of Refunding Results . . . . . . . . . . . . . . . . . . . . . . 3 Savings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Bond Pricing . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . 6 Bond Maturity Table . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Bond Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Prior Bond Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . 9 Summary of Bonds Refunded . . . . . . . . . . . . . . . . . . . . . . . 11 Escrow Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Escrow Descriptions . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Escrow Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Escrow Cash Flow . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Escrow Sufficiency . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Escrow Statistics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Proof of Composite Escrow Yield . . . . . . . . . . . . . . . . . . . . . . 18 Proof of Arbitrage Yield . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Bond Summary Statistics . . . . . . . . . . . . . . . . . . . . . . . . . 21 Form 8038 Statistics . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 REF 2005 BONDS Sources and Uses of Funds . . . . . . . . . . . . . . . . . . . . . . . . 24 Summary of Refunding Results . . . . . . . . . . . . . . . . . . . . . . 25 Savings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 Bond Pricing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 Bond Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 Prior Bond Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . 29 Aggregate Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . 30 REF 2007 BONDS Sources and Uses of Funds . . . . . . . . . . . . . . . . . . . . . . . . 31 Summary of Refunding Results . . . . . . . . . . . . . . . . . . . . . . 32 Savings .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 Bond Pricing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 Bond Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 Prior Bond Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . 37 Aggregate Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . 38 Jul 8, 2015 2:30 pm Prepared by Roosevelt & Cross, Incorporated (s) (Finance 7.011 nys:2015) SOURCES AND USES OF FUNDS Town of Southold, New York AGGREGATE REFUNDING OF 03/01/2005 BONDS (09/01/2016 -2021) REFUNDING OF 04/15/2007 BONDS (04/15/2018 - 2030) REFUNDS CALLABLE BONDS OF EACH SERIES DOES NOT REFUND THE SERIES 2005 P&I PAYMENT DUE 9/1/2015 DOES NOT REFUND THE SERIES 2007 INTEREST PAYMENT DUE 10/15/2015 (UNINSURED'Aa1') ; (NOT BQ) ; (CALLABLE) Dated Date 07/29/2015 Delivery Date 07/29/2015 Sources:, Bond Proceeds: Par Amount 9,020,000.00 Net Premium 1,056,214.30 10,076,214.30 Uses: Refunding Escrow Deposits: Cash Deposit 1,200,901.88 Open Market Purchases 8,757,142.91 9,958,044.79 Delivery Date Expenses: Cost of Issuance 78,000.00 Underwriters Discount 39,237.00 117,237.00 Other Uses of Funds: Additional Proceeds 932.51 10,076,214.30 Jul 8, 2015 2:30 pm Prepared by Roosevelt & Cross, Incorporated (s) (Finance 7.011 nys:2015) Page 1 SOURCES AND USES OF FUNDS Town of Southold, New York AGGREGATE REFUNDING OF 03/01/2005 BONDS (09/01/2016 -2021) REFUNDING OF 04/15/2007 BONDS (04/15/2018 - 2030) REFUNDS CALLABLE BONDS OF EACH SERIES DOES NOT REFUND THE SERIES 2005 P&I PAYMENT DUE 9/1/2015 DOES NOT REFUND THE SERIES 2007 INTEREST PAYMENT DUE 10/15/2015 (UNINSURED'Aa1') ; (NOT BQ) ; (CALLABLE) Dated Date 07/29/2015 Delivery Date 07/29/2015 Sources: REF 2005 BONDS REF 2007 BONDS Total Bond Proceeds: Par Amount 1,138,000.00 7,882,000.00 9,020,000.00 Net Premium/OID 77,269.99 978,944.31 1,056,214.30 1,215,269.99 8,860,944.31 10,076,214.30 Uses: REF 2005 BONDS REF 2007 BONDS Total Refunding Escrow Deposits: Cash Deposit 1,200,000.00 901.88 1,200,901.88 Open Market Purchases 8,757,142.91 8,757,142.91 1,200,000.00 8,758,044.79 9,958,044.79 Delivery Date Expenses: Cost of Issuance 9;840.80 68,159.20 78,000.00 Underwriters Discount 4,950.30 34,286.70 39,237.00 14,791.10 102,445.90 117,237.00 Other Uses of Funds: Additional Proceeds 478.89 453.62 932.51 1,215,269.99 8,860,944.31 10,076,214.30 Jul 8, 2015 2:30 pm Prepared by Roosevelt & Cross, Incorporated (s) (Finance 7.011 nys:2015) Page 2 SUMMARY OF REFUNDING RESULTS Town of Southold, New York AGGREGATE REFUNDING OF 03/01/2005 BONDS (09/01/2016 - 2021) REFUNDING OF 04/15/2007 BONDS (04/15/2018 - 2030) REFUNDS CALLABLE BONDS OF EACH SERIES DOES NOT REFUND THE SERIES 2005 P&i PAYMENT DUE 9/1/2015 DOES NOT REFUND THE SERIES 2007 INTEREST PAYMENT DUE 10/15/2015 (UNINSURED'Aa1') ; (NOT BQ) ; (CALLABLE) Jul 8, 2015 2:30 pm Prepared by Roosevelt & Cross, Incorporated (s) (Finance 7.011 nys:2015) Page 3 REF 2005 BONDS REF 2007 BONDS Total Dated Date 07/29/2015 07/29/2015 07/29/2015 Delivery Date 07/29/2015 07/29/2015 07/29/2015 Arbitrage Yield 2.304812% 2.304812% 2.304812% Escrow Yield 0.482094% 0.482094% Bond Par Amount 1,138,000.00 7,882,000.00 9,020,000.00 True Interest Cost 1.358137% 2.473797% 2.414602% Net Interest Cost 1.432646% 2.654660% 2.592735% All -In TIC 1.636176% 2.584432% 2.534014% Average Coupon 3.511302% 4.104019% 4.073983% Average Life 3.057 8.269 7.612 Par amount of refunded bonds 1,200,000.00 8,300,000.00 9,500,000.00 Average coupon of refunded bonds 3.744730% 4.141910% 4.118829% Average life of refunded bonds 3.589 8.410 7.801 PV of prior debt 1,256,414.00 9,399,733.59 10,656,147.59 Net PV Savings 81,308.13 499,557.67 580,865.80 Percentage savings of refunded bonds 6.775678% 6.018767% 6.114377% Jul 8, 2015 2:30 pm Prepared by Roosevelt & Cross, Incorporated (s) (Finance 7.011 nys:2015) Page 3 SAVINGS Town of Southold, New York AGGREGATE REFUNDING OF 03/01/2005 BONDS (09/01/2016 - 2021) REFUNDING OF 04/15/2007 BONDS (04/15/2018 - 2030) REFUNDS CALLABLE BONDS OF EACH SERIES DOES NOT REFUND THE SERIES 2005 P&I PAYMENT DUE 9/1/2015 DOES NOT REFUND THE SERIES 2007 INTEREST PAYMENT DUE 10/15/2015 (UNINSURED'Aa1') ; (NOT BQ) ; (CALLABLE) Date Prior Debt Service Refunding Debt Service Savings Annual Savings Present Value to 07/29/2015 @ 2.3550279% 03/01/2016 22,850.00 402,465.56 -379,615.56 -374,417.53 04/15/2016 176,375.00 176,375.00 173,462.84 09/01/2016 222,850.00 174,200.00 48,650.00 47,425.40 10/15/2016 176,375.00 176,375.00 171,444.06 12/31/2016 21,784.44 03/01/2017 19,100.00 369,200.00 -350,100.00 -337,315.48 04/15/2017 176,375.00 176,375.00 169,448.78 09/01/2017 219,100.00 172,250.00 46,850.00 44,613.86 10/15/2017 176,375.00 176,375.00 167,476.71 12/31/2017 49,500.00 03/01/2018 15,350.00 1,017,250.00 -1,001,900.00 -942,975.77 04/15/2018 851,375.00 851,375.00 799,013.82 09/01/2018 215,350.00 163,800.00 51,550.00 47,953.56 10/15/2018 162,031.25 162,031.25 150,296.26 12/31/2018 63,056.25 03/01/2019 11,600.00 998,800.00 -987,200.00 -907,639.31 04/15/2019 837,031.25 837,031.25 767,373.97 09/01/2019 211,600.00 151,275.00 60,325.00 54,817.78 10/15/2019 147,687.50 147,687.50 133,821.26 12/31/2019 57,843.75 03/01/2020 7,800.00 971,275.00 -963,475.00 -865,327.67 04/15/2020 822,687.50 822,687.50 736,770.59 09/01/2020 207,800.00 134,875.00 72,925.00 64,734.02 10/15/2020 133,343.75 133,343.75 118,028.27 12/31/2020 65,481.25 03/01/2021 4,000.00 954,875.00 -950,875.00 -834,248.74 04/15/2021 808,343.75 808,343.75 707,172.66 09/01/2021 204,000.00 115,375.00 88,625.00 76,850.09 10/15/2021 119,000.00 119,000.00 102,894.54 12/31/2021 65,093.75 03/01/2022 750,375.00 -750,375.00 -643,105.88 04/15/2022 794,000.00 794,000.00 678,550.02 09/01/2022 99,875.00 -99,875.00 -84,601.28 10/15/2022 104,656.25 104,656.25 88,398.02 12/31/2022 48,406.25 03/01/2023 789,875.00 -789,875.00 -661,293.85 04/15/2023 829,656.25 829,656.25 692,614.45 09/01/2023 84,125.00 -84,125.00 -69,610.89 10/15/2023 89,250.00 89,250.00 73,640.64 12/31/2023 . I 44,906.25 03/01/2024 774,125.00 -774,125.00 -633,110.04 04/15/2024 814,250.00 814,250.00 664,022.99 09/01/2024 66,875.00 -66,875.00 -54,056.50 10/15/2024 73,843.75 73,843.75 59,518.93 12/31/2024 47,093.75 03/01/2025 761,875.00 -761,875.00 -608,672.70 04/15/2025 798,843.75 798,843.75 636,383.90 09/01/2025 49,500.00 -49,500.00 -39,086.01 10/15/2025 58,437.50 '58,437.50 46,011.35 12/31/2025 45,906.25 03/01/2026 574,500.00 -574,500.00 -448,355.11 04/15/2026 608,437.50 608,437.50 473,484.00 09/01/2026 36,375.00 -36,375.00 -28,057.64 10/15/2026 46,750.00 46,750.00 35,957.29 12/31/2026 44,312.50 03/01/2027 561,375.00 -561,375.00 -427,973.77 04/15/2027 596,750.00 596,750.00 453,642.52 Jul 8, 2015 2:30 pm Prepared by Roosevelt & Cross, Incorporated (s) (Finance 7.011 nys:2015) Page 4 12,553,525.00 11,817,065.56 736,459.44 736,459.44 579,933.29 Savings Summary PV of savings from cash flow Plus: Refunding funds on hand Net PV Savings 579,933.29 932.51 580,865.80 Jul 8, 2015 2:30 pm Prepared by Roosevelt & Cross, Incorporated (s) (Finance 7.011 nys:2015) Page 5 SAVINGS Town of Southold, New York AGGREGATE REFUNDING OF 03/01/2005 BONDS (09/01/2016 -2021) REFUNDING OF 04/15/2007 BONDS (04/15/2018 - 2030) REFUNDS CALLABLE BONDS OF EACH SERIES DOES NOT REFUND THE SERIES 2005 P&I PAYMENT DUE 9/1/2015 DOES NOT REFUND THE SERIES 2007 INTEREST PAYMENT DUE 10/15/2015 (UNINSURED'Aal') ; (NOT BQ) ; (CALLABLE) Present Value Prior Refunding Annual to 07/29/2015 Date Debt Service Debt Service Savings Savings @ 2.3550279% 09/01/2027 23,250.00 -23,250.00 -17,518.75 10/15/2027 35,062.50 35,062.50 26,343.91 12/31/2027 47,187.50 03/01/2028 548,250.00 -548,250.00 -408,295.62 04/15/2028 585,062.50 585,062.50 434,465.79 09/01/2028 15,375.00 -15,375.00 -11,316.89 10/15/2028 23,375.00 23,375.00 17,156.19 12/31/2028 44,812.50 03/01/2029 530,375.00 -530,375.00 -385,843.43 04/15/2029 573,375.00 573,375.00 415,933.66 09/01/2029 7,650.00 -7,650.00 -5,500.54 10/15/2029 11,687.50 11,687.50 8,379.59 12/31/2029 47,037.50 03/01/2030 517,650.00 -517,650.00 -367,871.61 04/15/2030 561,687.50 561,687.50 398,026.57 12/31/2030 44,037.50 12,553,525.00 11,817,065.56 736,459.44 736,459.44 579,933.29 Savings Summary PV of savings from cash flow Plus: Refunding funds on hand Net PV Savings 579,933.29 932.51 580,865.80 Jul 8, 2015 2:30 pm Prepared by Roosevelt & Cross, Incorporated (s) (Finance 7.011 nys:2015) Page 5 BOND PRICING Town of Southold, New York AGGREGATE REFUNDING OF 03/01/2005 BONDS (09/01/2016 - 2021) REFUNDING OF 04/15/2007 BONDS (04/15/2018 - 2030) REFUNDS CALLABLE BONDS OF EACH SERIES DOES NOT REFUND THE SERIES 2005 P&I PAYMENT DUE 9/1/2015 DOES NOT REFUND THE SERIES 2007 INTEREST PAYMENT DUE 10/15/2015 (UNINSURED'Aa1') ; (NOT BQ) ; (CALLABLE) Maturity Yield to Call Call Bond Component Date Amount Rate Yield Price Maturity Date Price Bond Component: 03/01/2016 195,000 2.000% 0.330% 100.981 03/01/2017 195,000 2.000% 0.600% 102.210 03/01/2018 845,000 2.000% 0.900% 102.808 03/01/2019 835,000 3.000% 1.120% 106.594 03/01/2020 820,000 4.000% 1.350% 111.752 03/01/2021 200,000 4.000% 1.590% 112.838 03/01/2021 620,000 5.000% 1.590% 118.165 03/01/2022 75,000 4.000% 1.870% 113.145 03/01/2022 560,000 5.000% 1.870% 119.316 03/01/2023 150,000 3.000% 2.040% 106.716 03/01/2023 540,000 5.000% 2.040% 120.711 03/01/2024 690,000 5.000% 2.180% 121.977 03/01/2025 695,000 5.000% 2.3200/6 122.919 03/01/2026 525,000 5.000% 2.460% 121.576 C 2.650% 03/01/2025 100.000 03/01/2027 525,000 5.000% 2.580% 120.439 C 2.909% 03/01/2025 100.000 03/01/2028 525,000 3.000% 3.100% 98.962 03/01/2029 515,000 3.000% 3.210% 97.700 03/01/2030 510,000 3.000% 3.300% 96.546 9,020,000 Dated Date Delivery Date First Coupon Par Amount Premium Production Underwriter's Discount Purchase Price Accrued Interest Net Proceeds 07/29/2015 07/29/2015 03/01/2016 9,020,000.00 1,056,214.30 10,076,214.30 111.709693% -39,237.00 -0.435000% 10, 036, 977.30 111.274693% 10,036,977.30 Jul 8, 2015 2:30 pm Prepared by Roosevelt & Cross, Incorporated (s) (Finance 7.011 nys:2015) Page 6 BOND MATURITY TABLE Town of Southold, New York AGGREGATE REFUNDING OF 03/01/2005 BONDS (09/01/2016 - 2021) REFUNDING OF 04/15/2007 BONDS (04/15/2018 - 2030) REFUNDS CALLABLE BONDS OF EACH SERIES DOES NOT REFUND THE SERIES 2005 P&I PAYMENT DUE 9/1/2015 DOES NOT REFUND THE SERIES 2007 INTEREST PAYMENT DUE 10/15/2015 (UNINSURED'Aa1') ; (NOT BQ) ; (CALLABLE) Maturity Date REF 2005 BONDS REF 2007 BONDS Total 03/01/2016 194,000 1,000 195,000 03/01/2017 194,000 1,000 195,000 03/01/2018 190,000 655,000 845,000 03/01/2019 190,000 645,000 835,000 03/01/2020 185,000 635,000 820,000 03/01/2021 185,000 635,000 820,000 03/01/2022 635,000 635,000 03/01/2023 690,000 690;000 03/01/2024 690,000 690,000 03/01/2025 695,000 695,000 03/01/2026 525,000 525,000 03/01/2027 525,000 525,000 03/01/2028 525,000 525,000 03/01/2029 515,000 515,000 03/01/2030 510,000 510,000 1,138,000 7,882,000 9,020,000 N Jul 8, 2015 2:30 pm Prepared by Roosevelt & Cross, Incorporated (s) (Finance 7.011 nys:2015) Page 7 BOND DEBT SERVICE Town of Southold, New York AGGREGATE REFUNDING OF 03/01/2005 BONDS (09/01/2016 - 2021) REFUNDING OF 04/15/2007 BONDS (04/15/2018 - 2030) REFUNDS CALLABLE BONDS OF EACH SERIES DOES NOT REFUND THE SERIES 2005 P&I PAYMENT DUE 9/1/2015 DOES NOT REFUND THE SERIES 2007 INTEREST PAYMENT DUE 10/15/2015 (UNINSURED'Aal') ; (NOT BQ) ; (CALLABLE) Period Annual Ending Principal Coupon Interest Debt Service Debt Service 03/01/2016 195,000 2.000% 207,465.56 402,465.56 09/01/2016 174,200.00 174,200.00 12/31/2016 576,665.56 03/01/2017 195,000 2.000% 174,200.00 369,200.00 09/01/2017 172,250.00 172,250.00 12/3112017 541,450.00 03/01/2018 845,000 2.000% 172,250.00 1,017,250.00 09/01/2018 163,800.00 163,800.00 12/31/2018 1,181,050.00 03/01/2019 835,000 3.000% 163,800.00 998,800.00 09/01/2019 151,275.00 151,275.00 12/31/2019 1,150,075.00 03/01/2020 820,000 4.000% 151,275.00 971,275.00 09/01/2020 134,875.00 134,875.00 12/31/2020 1,106,150.00 03/01/2021 820,000 ** % 134,875.00 954,875.00 09/01/2021 115,375.00 115,375.00 12/31/2021 1,070,250.00 03/01/2022 635,000 ** % 115,375.00 750,375.00 09/01/2022 99,875.00 99,875.00 12/31/2022 850,250.00 03/01/2023 690,000 ** % 99,875.00 789,875.00 09/01/2023 84,125.00 84,125.00 12/31/2023 874,000.00 03/01/2024 690,000 5.000% 84,125.00 774,125.00 09/01/2024 66,875.00 66,875.00 12/31/2024 841,000.00 03/01/2025 695,000 5.000% 66,875.00 761,875.00 09/01/2025 49,500.00 49,500.00 12/31/2025 811,375.00 03/01/2026 525,000 5.000% 49,500.00. 574,500.00 09/01/2026 36,375.00 36,375.00 12/31/2026 610,875.00 03/01/2027 525,000 5.000% 36,375.00 561,375.00 09/01/2027 23,250.00 23,250.00 12/31/2027 584,625.00 03/01/2028 525,000 3.000% 23,250.00 548,250.00 09/01/2028 15,375.00 15,375.00 12/31/2028 563,625.00 03/01/2029 515,000 3.000% 15,375.00 530,375.00 09/01/2029 7,650.00 7,650.00 12/31/2029 538,025.00 03/01/2030 510,000 3.000% 7,650.00 517,650.00 12/31/2030 517,650.00 9,020,000 2,797,065.56 11,817,065.56 11,817,065.56 Jul 8, 2015 2:30 pm Prepared by Roosevelt & Cross, Incorporated (s) (Finance 7.011 nys:2015) Page 8 PRIOR BOND DEBT SERVICE Town of Southold, New York AGGREGATE REFUNDING OF 03/01/2005 BONDS (09/01/2016 -2021) REFUNDING OF 04/15/2007 BONDS (04/15/2018 - 2030) REFUNDS CALLABLE BONDS OF EACH SERIES DOES NOT REFUND THE SERIES 2005 P&I PAYMENT DUE 9/1/2015 DOES NOT REFUND THE SERIES 2007 INTEREST PAYMENT DUE 10/15/2015 (UNINSURED'Aa1') ; (NOT BQ) ; (CALLABLE) Period Annual Ending Principal Coupon Interest Debt Service Debt Service 03/01/2016 22,850.00 22,850.00 04/15/2016 176,375.00 176,375.00 09/01/201,6 200,000 3.750% 22,850.00 222,850.00 10/15/2016 176,375.00 176,375.00 12/31/2016 598,450.00 03/01/2017 19,100.00 19,100.00 04/15/2017 176,375.00 176,375.00 09/01/2017 200,000 3.750% 19,100.00 219,100.00 10/15/2017 176,375.00 176,375.00 12/31/2017 590,950.00 03/01/2018 15,350.00 15,350.00 04/15/2018 675,000 4.250% 176,375.00 851,375.00 09/01/2018 200,000 3.750% 15,350.00 215,350.00 10/15/2018 162,031.25 162,031.25 12/31/2018 1,244,106.25 03/01/2019 11,600.00 11,600.00 04/15/2019 675,000 4.250% 162,031.25 837,031.25 09/01/2019 200,000 3.800% 11,600.00 211,600.00 10/15/2019 147,687.50 147,687.50 12/31/2019 1,207,918.75 03/01/2020 7,800.00 7,800.00 04/15/2020 675,000 4.250% 147,687.50 822,687.50 09/01/2020 200,000 3.800% 7,800.00 207,800.00 10/15/2020 133,343.75 133,343.75 12/31/2020 1,171,631.25 03/01/2021 4,000.00 4,000.00 04/15/2021 675,000 4.250% 133,343.75 808,343.75 09/01/2021 200,000 4.000% 4,000.00 204,000.00 10/15/2021 119,000.00 119,000.00 12/31/2021 1,135,343.75 04/15/2022 675,000 4.250% 119,000.00 794,000.00 10/15/2022 104,656.25 104,656.25 12/31/2022 898,656.25 04/15/2023 725,000 4.250% 104,656.25 829,656.25 10/15/2023 89,250.00 89,250.00 12/31/2023 918,906.25 04/15/2024 725,000 4.250% 89,250.00 814,250.00 10/15/2024 73,843.75 73,843.75 12/31/2024 888,093.75 04/15/2025 725,000 4.250% 73,843.75 798,843.75 10/15/2025 58,437.50 58,437.50 12/31/2025 857,281.25 04/15/2026 550,000 4.250% 58,437.50 608,437.50 10/15/2026 46,750.00 46,750.00 12/31/2026 655,187.50 04/15/2027 550,000 4.250% 46,750.00 596,750.00 10/15/2027 35,062.50 35,062.50 12/31/2027 631,812.50 04/15/2028 550,000 4.250% 35,062.50 585,062.50 10/15/2028 23,375.00 23,375.00 12/31/2028 608,437.50 04/15/2029 550,000 4.250% 23,375.00 573,375.00 Jul 8, 2015 2:30 pm Prepared by Roosevelt & Cross, Incorporated (s) (Finance 7.011 nys:2015) Page 9 0 PRIOR BOND DEBT SERVICE Town of Southold, New York . AGGREGATE REFUNDING OF 03/01/2005 BONDS (09/01/2016 - 2021) REFUNDING OF 04/15/2007 BONDS (04/15/2018 - 2030) REFUNDS CALLABLE BONDS OF EACH SERIES DOES NOT REFUND THE SERIES 2005 P&I PAYMENT DUE 9/1/2015 DOES NOT REFUND THE SERIES 2007 INTEREST PAYMENT DUE 10/15/2015 (UNINSURED'Aa1') ; (NOT BQ) ; (CALLABLE) Period Annual Ending Principal Coupon Interest Debt Service Debt Service 10/15/2029 11,687.50 11,687.50 12/31/2029 585,062.50 04/15/2030 550,000 4.250% 11,687.50 561,687.50 12/31/2030 561,687.50 9,500,000 3,053,525.00 12,553,525.00 12,553,525.00 Jul 8, 2015 2:30 pm Prepared by Roosevelt & Cross, Incorporated (s) (Finance 7.011 nys:2015) Page 10 SUMMARY OF BONDS REFUNDED Town of Southold, New York AGGREGATE REFUNDING OF 03/01/2005 BONDS (09/01/2016 - 2021) REFUNDING OF 04/15/2007 BONDS (04/15/2018 - 2030) REFUNDS CALLABLE BONDS OF EACH SERIES DOES NOT REFUND THE SERIES 2005 P&I PAYMENT DUE 9/1/2015 DOES NOT REFUND THE SERIES 2007 INTEREST PAYMENT DUE 10/15/2015 (UNINSURED'Aa1') ; (NOT BQ) ; (CALLABLE) Maturity Interest Par Call Call Bond Date Rate Amount Date Price Fishers Island Ferry District Bonds - 2005, 2005: 4.250% 675,000.00 04/15/2017 BOND 09/01/2016 3.750% 200,000.00 09/01/2015 100.000 09/01/2017 3.750% 200,000.00 09/01/2015 100.000 09/01/2018 3.750% 200,000.00 09/01/2015 100.000 09/01/2019 3.800% 200,000.00 09/01/2015 100.000 09/01/2020 3.800% 200,000.00 09/01/2015 100.000 09/01/2021 4.000% 200,000.00 09/01/2015 100.000 100.000 04/15/2025 1,200,000.00 725,000.00 04/15/2017 Public Improvement Bonds - 2007, 2007: BOND 04/15/2018 4.250% 675,000.00 04/15/2017 100.000 04/15/2019 4.250% 675,000.00 04/15/2017 100.000 04/15/2020 4.250% 675,000.00 04/15/2017 100.000 04/15/2021 4.250% 675,000.00 04/15/2017 100.000 04/15/2022 4.250% 675,000.00 04/15/2017 100.000 04/15/2023 4.250% 725,000.00 04/15/2017 100.000 04/15/2024 4.250% 725,000.00 04/15/2017 100.000 04/15/2025 4.250% 725,000.00 04/15/2017 100.000 04/15/2026 4.250% 550,000.00 04/15/2017 100.000 04/15/2027 4.250% 550,000.00 04/15/2017 100.000 04/15/2028 4.250% 550,000.00 04/15/2017 100.000 04/15/2029 4.250% 550,000.00 04/15/2017 100.000 04/15/2030 4.250% 550,000.00 04/15/2017 100.000 8,300,000.00 9,500,000.00 Jul 8, 2015 2:30 pm Prepared by Roosevelt & Cross, Incorporated (s) (Finance 7.011 nys:2015) Page 11 ESCROW REQUIREMENTS Town of Southold, New York AGGREGATE REFUNDING OF 03/01/2005 BONDS (09/01/2016 - 2021) REFUNDING OF 04/15/2007 BONDS (04/15/2018 - 2030) REFUNDS CALLABLE BONDS OF EACH SERIES DOES NOT REFUND THE SERIES 2005 P&I PAYMENT DUE 9/1/2015 DOES NOT REFUND THE SERIES 2007 INTEREST PAYMENT DUE 10/15/2015 (UNINSURED'Aa1') ; (NOT BQ) ; (CALLABLE) Period Ending Interest Principal Redeemed Total 09/01/2015 1,200,000.00 1,200,000.00 04/15/2016 176,375.00 176,375.00 10/15/2016 176,375.00 176,375.00 04/15/2017 176,375.00 8,300,000.00 8,476,375.00 529,125.00 9,500,000.00 10,029,125.00 Jul 8, 2015 2:30 pm Prepared by Roosevelt & Cross, Incorporated (s) (Finance 7.011 nys:2015) Page 12 ESCROW DESCRIPTIONS Town of Southold, New York AGGREGATE REFUNDING OF 03/01/2005 BONDS (09/01/2016 - 2021) REFUNDING OF 04/15/2007 BONDS (04/15/2018 - 2030) REFUNDS CALLABLE BONDS OF EACH SERIES DOES NOT REFUND THE SERIES 2005 P&I PAYMENT DUE 9/1/2015 DOES NOT REFUND THE SERIES 2007 INTEREST PAYMENT DUE 10/15/2015 (UNINSURED 'Aa1') ; (NOT BQ) ; (CALLABLE) Type of CUSIP Maturity Par Interest Interest Interest Security or ID Date Amount Rate Yield Price Class Frequency Day Basis Jul 29, 2015: TNote 912828UW8 04/15/2016 102,000 0.250% 0.205% 100.032060 Periodic Semiannual ACT/ACT TNote 912828WA4 10/15/2016 139,000 0.625% 0.380% 100.296764 Periodic Semiannual ACT/ACT TNote 912828C73 04/15/2017 8,438,000 0.875% 0.484% 100.665962 Periodic Semiannual ACT/ACT 8,679,000 Jul 8, 2015 2:30 pm Prepared by Roosevelt & Cross, Incorporated (s) (Finance 7.011 nys:2015) Page 13 ESCROW COST Town of Southold, New York AGGREGATE REFUNDING OF 03/01/2005 BONDS (09/01/2016 - 2021) REFUNDING OF 04/15/2007 BONDS (04/15/2018 - 2030) REFUNDS CALLABLE BONDS OF EACH SERIES DOES NOT REFUND THE SERIES 2005 P&I PAYMENT DUE 9/1/2015 DOES NOT REFUND THE SERIES 2007 INTEREST PAYMENT DUE 10/15/2015 (UNINSURED'Aa1') ; (NOT BQ) ; (CALLABLE) Type of Maturity % Par Accrued Total Security Date Amount Rate Yield Price Cost Interest Cost TNote 04/15/2016 102,000 0.250% 0.204964% 100.032060 102,032.70 73.16 102,105.86 TNote 10/15/2016 139,000 0.625% 0.379515% 100.296764 139,412.50 249.23 139,661.73 TNote 04/15/2017 8,438,000 0.875% 0.484096% 100.665962 8,494,193.87 21,181.45 8,515,375.32 8,679,000 8,735,639.07 21,503.84 8,757,142.91 Purchase Cost of Cash Total Date Securities Deposit Escrow Cost 07/29/2015 8,757,142.91 1,200,901.88 9,958,044.79 8,757,142.91 1,200,901.88 9,958,044.79 Jul 8, 2015 2:30 pm Prepared by Roosevelt & Cross, Incorporated (s) (Finance 7.011 nys:2015) Page 14 ESCROW CASH FLOW Town of Southold, New York AGGREGATE REFUNDING OF 03/01/2005 BONDS (09/01/2016 -2021) REFUNDING OF 04/15/2007 BONDS (04/15/2018 - 2030) REFUNDS CALLABLE BONDS OF EACH SERIES DOES NOT REFUND THE SERIES 2005 P&I PAYMENT DUE 9/1/2015 DOES NOT REFUND THE SERIES 2007 INTEREST PAYMENT DUE 10/15/2015 (UNINSURED'Aa1') ; (NOT BQ) ; (CALLABLE) Present Value Date Principal Interest Net Escrow Receipts to 07/29/2015 @ 0.4820938% 10/15/2015 37,478.13 37,478.13 37,440.05 04/15/2016 102,000.00 37,478.13 139,478.13 139,001.36 10/15/2016 139,000.00 37,350.63 176,350.63 175,325.20 04/15/2017 8,438,000.00 36,916.25 8,474,916.25 8,405,376.29 8,679,000.00 149,223.14 8,828,223.14 8,757,142.91 Escrow Cost Summary Purchase date Purchase cost of securities Target for yield calculation 07/29/2015 8,757,142.91 8,757,142.91 Jul 8, 2015 2:30 pm Prepared by Roosevelt & Cross, Incorporated (s) (Finance 7.011 nys:2015) Page 15 ESCROW SUFFICIENCY Town of Southold, New York AGGREGATE REFUNDING OF 03/01/2005 BONDS (09/01/2016 - 2021) REFUNDING OF 04/15/2007 BONDS (04/15/2018 - 2030) REFUNDS CALLABLE BONDS OF EACH SERIES DOES NOT REFUND THE SERIES 2005 P&I PAYMENT DUE 9/1/2015 DOES NOT REFUND THE SERIES 2007 INTEREST PAYMENT DUE 10/15/2015 (UNINSURED'Aa1') ; (NOT BQ) ; (CALLABLE) Escrow Net Escrow Excess' Excess Date Requirement Receipts . Receipts Balance 07/29/2015 1,200,901.88 1,200,901.88 1,200,901.88 09/01/2015 1,200,000.00 -1,200,000.00 901.88 10/15/2015 37,478.13 37,478.13 38,380.01 04/15/2016 176,375.00 139,478.13 -36,896.87 1,483.14 10/15/2016 176,375.00, 176,350.63 -24.37 1,458.77 04/15/2017 8,476,375.00 8,474,916.25 -1,458.75 0.02 10,029,125.00 10,029,125.02 0.02 Jul 8, 2015 2:30 pm Prepared by Roosevelt & Cross, Incorporated (s) (Finance 7.011 nys:2015) Page 16 ESCROW STATISTICS Town of Southold, New York AGGREGATE REFUNDING OF 03/01/2005 BONDS (09/01/2016 - 2021) REFUNDING OF 04/15/2007 BONDS (04/15/2018 - 2030) REFUNDS CALLABLE BONDS OF EACH SERIES DOES NOT REFUND THE SERIES 2005 P&I PAYMENT DUE 9/1/2015 DOES NOT REFUND THE SERIES 2007 INTEREST PAYMENT DUE 10/15/2015 (UNINSURED'Aa1') ; (NOT BQ) ; (CALLABLE) Modified Yield to Yield to Perfect Value of Total Duration Receipt Disbursement Escrow Negative Cost of Escrow Escrow Cost (years) Date Date Cost Arbitrage Dead Time REF 2005 BONDS, Global Proceeds Escrow: 1,200,000.00 1,197,558.08 2,441.92 REF 2007 BONDS, Global Proceeds Escrow: 8,758,044.79 1.675 0.482094% 0.481433% 8,495,499.79 262,072.72 472.28 9,958,044.79 9,693,057.87 262,072.72 2,914.20 Delivery date 07/29/2015 Arbitrage yield 2.304812% Composite Modified Duration 1.675 Jul 8, 2015 2:30 pm Prepared by Roosevelt & Cross, Incorporated (s) (Finance 7.011 nys:2015) Page 17 PROOF OF COMPOSITE ESCROW YIELD Town of Southold, New York AGGREGATE REFUNDING OF 03/01/2005 BONDS (09/01/2016 - 2021) REFUNDING OF 04/15/2007 BONDS (04/15/2018 - 2030) REFUNDS CALLABLE BONDS OF EACH SERIES DOES NOT REFUND THE SERIES 2005 P&1 PAYMENT DUE 9/1/2015 DOES NOT REFUND THE SERIES 2007 INTEREST PAYMENT DUE 10/15/2015 (UNINSURED'Aa1') ; (NOT BQ) ; (CALLABLE) All restricted escrows funded by bond proceeds Present Value Security to 07/29/2015 Date Receipts @ 0.4820938474% 10/15/2015 37,478.13 37,440.05 04/15/2016 139,478.13 139,001.36 10/15/2016 176,350.63 175,325.20 04/15/2017 8,474,916.25 8,405,376.29 8,828,223.14 8,757,142.91 Escrow Cost Summary Purchase date 07/29/2015 Purchase cost of securities 8,757,142.91 Target for yield calculation 8,757,142.91 Jul 8, 2015 2:30 pm Prepared by Roosevelt & Cross, Incorporated (s) (Finance 7.011 nys:2015) Page 18 Proceeds Summary Delivery date Par Value Premium (Discount) Target for yield calculation 07/29/2015 9,020,000.00 1,056,214.30 10,076,214.30 Jul 8, 2015 2:30 pm Prepared by Roosevelt & Cross, Incorporated (s) (Finance 7.011 nys:2015) Page 19 PROOF OF ARBITRAGE YIELD Town of Southold, New York AGGREGATE REFUNDING OF 03/01/2005 BONDS (09/01/2016 - 2021) REFUNDING OF 04/15/2007 BONDS (04/15/2018 - 2030) REFUNDS CALLABLE BONDS OF EACH SERIES DOES NOT REFUND THE SERIES 2005 P&I PAYMENT DUE 9/1/2015 DOES NOT REFUND THE SERIES 2007 INTEREST PAYMENT DUE 10/15/2015 (UNINSURED'Aa1') ; (NOT BQ) ; (CALLABLE) Present Value to 07/29/2015 Date Debt Service Total @ 2.3048115642% 03/01/2016 402,465.56 402,465.56 397,070.70 09/01/2016 174,200.00 174,200.00 169,906.92 03/01/2017 369,200.00 369,200.00 355,998.68 09/01/2017 172,250.00 172,250.00 164,198.70 03/01/2018 1,017,250.00 1,017,250.00 958,654.15 09/01/2018 163,800.00 163,800.00 152,606.12 03/01/2019 998,800.00 998,800.00 919,941.81 09/01/2019 151,275.00 151,275.00 137,744.03 03/01/2020 971;275.00 971,275.00 874,322.39 09/01/2020 134,875.00 134,875.00 120,028.57 03/01/2021 954,875.00 954,875.00. 840,085.49 09/01/2021 115,375.00 115,375.00 100,348.86 03/01/2022 750,375.00 750,375.00 645,212.66 09/01/2022 99,875.00 99,875.00 84,899.49 03/01/2023 789,875.00 789,875.00 663,789.63 09/01/2023 84,125.00 84,125.00 69,890.95 03101/2024 774,125.00 774,125.00 635, 814.98 09/01/2024 66,875.00 66,875.00 54,300.93 03/01/2025 1,811,875.00 1, 811, 875.00 1,454,438.83 09/01/2025 23,250.00 23,250.00 18,450.75 03/01/2026 23,250.00 23,250.00 18,240.54 09/01/2026 23,250.00 23,250.00 18,032.73 03/01/2027 23,250.00 23,250.00 17,827.29 09/01/2027 23,250.00 23,250.00 17,624.19 03/01/2028 548,250.00 548,250.00 410,854.99 09/01/2028 15,375.00 15,375.00 11,390.66 03/01/2029 530,375.00 530,375.00 388,454.84 09/01/2029 7,650.00 7,650.00 5,539.14 03/01/2030 517,650.00 517,650.00 370,545.28 11,738,315.56 11,738,315.56 10,076,214.30 Proceeds Summary Delivery date Par Value Premium (Discount) Target for yield calculation 07/29/2015 9,020,000.00 1,056,214.30 10,076,214.30 Jul 8, 2015 2:30 pm Prepared by Roosevelt & Cross, Incorporated (s) (Finance 7.011 nys:2015) Page 19 PROOF OF ARBITRAGE YIELD Town of Southold, New York AGGREGATE REFUNDING OF 03/01/2005 BONDS (09/01/2016 - 2021) REFUNDING OF 04/15/2007 BONDS (04/15/2018 - 2030) REFUNDS CALLABLE BONDS OF EACH SERIES DOES NOT REFUND THE SERIES 2005 P&I PAYMENT DUE 9/1/2015 DOES NOT REFUND THE SERIES 2007 INTEREST PAYMENT DUE 10/15/2015 (UNINSURED'Aa1') ; (NOT BQ) ; (CALLABLE) Assumed Call/Computation Dates for Premium Bonds Present Value Bond Maturity Call Call to 07/29/2015 Component Date Rate Yield Date Price @ 2.3048115642% BOND 03/01/2026 5.000% 2.460% 03/01/2025 100.000 7,821.34 BOND 03/01/2027 5.000% 2.580% 03/01/2025 100.000 13,790.59 Refected Call/Computation Dates for Premium Bonds Present Value Bond Maturity Call Call to 07/29/2015 Increase Component Date Rate Yield Date Price @ 2.3048115642% to NPV BOND 03/01/2026 5.000% 2.460% 18,986.33 11,164.99 BOND 03/01/2027 5.000% 2.580% 35,867.62 22,077.03 Jul 8, 2015 2:30 pm Prepared by Roosevelt & Cross, Incorporated (s) (Finance 7.011 nys:2015) Page 20 BOND SUMMARY STATISTICS Town of Southold, New York AGGREGATE REFUNDING OF 03/01/2005 BONDS (09/01/2016 -2021) REFUNDING OF 04/15/2007 BONDS (04/15/2018 - 2030) REFUNDS CALLABLE BONDS OF EACH SERIES DOES NOT REFUND THE SERIES 2005 P&I PAYMENT DUE 9/1/2015 DOES NOT REFUND THE SERIES 2007 INTEREST PAYMENT DUE 10/15/2015 (UNINSURED'Aa1') ; (NOT BQ) ; (CALLABLE) Dated Date 07/29/2015 Delivery Date 07/29/2015 Last Maturity 03/01/2030 Arbitrage Yield 2.304812% True Interest Cost (TIC) 2.414602% Net Interest Cost (NIC) 2.592735% All -In TIC 2.534014% Average Coupon 4.073983% Average Life (years) 7.612 Par Amount 9,020, 000.00 Bond Proceeds 10,076,214.30 Total Interest 2,797,065.56 Net Interest 1,780,088.26 Total Debt Service 11,817,065.56 Maximum Annual Debt Service 1,181,050.00 Average Annual Debt Service 810,004.49 Underwriters Fees (per $1000) Average Takedown Other Fee Total Underwriters Discount Bid Price 4.350000 4.350000 111.274693 Jul 8, 2015 2:30 pm Prepared by Roosevelt & Cross, Incorporated (s) (Finance 7.011 nys:2015) Page 21 Par Average Average Bond Component Value Price Coupon Life Bond Component 9,020,000.00 111.710 4.074% 7.612 9,020,000.00 7.612 All -In Arbitrage TIC TIC Yield Par Value 9,020,000.00 9,020,000.00 9,020,000.00 +Accrued Interest + Premium (Discount) 1,056,214.30 1,056,214.30 1,056,214.30 - Underwriters Discount -39,237.00 -39,237.00 - Cost of Issuance Expense -78,000.00 - Other Amounts Target Value 10,036,977.30 9,958,977.30 10,076,214.30 Target Date 07/29/2015 07/29/2015 07/29/2015 Yield 2.414602% 2.534014% 2.304812% Jul 8, 2015 2:30 pm Prepared by Roosevelt & Cross, Incorporated (s) (Finance 7.011 nys:2015) Page 21 FORM 8038 STATISTICS Town of Southold, New York AGGREGATE REFUNDING OF 03/01/2005 BONDS (09/01/2016 - 2021) REFUNDING OF 04/15/2007 BONDS (04/15/2018 - 2030) REFUNDS CALLABLE BONDS OF EACH SERIES DOES NOT REFUND THE SERIES 2005 P&I PAYMENT DUE 9/1/2015 DOES NOT REFUND THE SERIES 2007 INTEREST PAYMENT DUE 10/15/2015 (UNINSURED'Aa1') ; (NOT BQ) ; (CALLABLE) Dated Date 07/29/2015 Delivery Date 07/29/2015 Redemption Bond Component Date Principal Coupon Price Issue Price at Maturity Bond Component: 0.00 Proceeds used for bond issuance costs (including underwriters' discount) 117,237.00 Proceeds used for credit enhancement 0.00 03/01/2016 195,000.00 2.000% 100.981 196,912.95 195,000.00 03/01/2017 195,000.00 2.000% 102.210 199,309.50 195,000.00 03/01/2018 845,000.00 2.000% 102.808 868,727.60 845,000.00 03/01/2019 835,000.00 3.000% 106.594 890,059.90 835,000.00 03/01/2020 820,000.00 4.000% 111.752 916,366.40 820,000.00 03/01/2021 200,000.00 4.000% 112.838 225,676.00 200,000.00 03/01/2021 620,000.00 5.000% 118.165 732,623.00 620,000.00 03/01/2022 75,000.00 4.000% 113.145 84,858.75 75,000.00 03/01/2022 560,000.00 5.000% 119.316 668,169.60 560,000.00 03/01/2023 150,000.00 3.000% 106.716 160,074.00 150,000.00 03/01/2023 540,000.00 5.000% 120.711 651,839.40 540,000.00 03/01/2024 690,000.00 5.000% 121.977 841,641.30 690,000.00 03/01/2025 695,000.00 5.000% 122.919 854,287.05 695,000.00 03/01/2026 525,000.00 5.000% 121.576 638,274.00 525,000.00 03/01/2027 525,000.00 5.000% 120.439 632,304.75 525,000.00 03/01/2028 525,000.00 3.000% 98.962 519,550.50 525,000.00 03/01/2029 515,000.00 3.000% 97.700 503,155.00 515,000.00 03/01/2030 510,000.00 3.000% 96.546 492,384.60 510,000.00 9,020,000.00 10,076,214.30 9,020,000.00 Stated Weighted Maturity Interest Issue Redemption Average Date Rate Price at Maturity Maturity Yield Final Maturity 03/01/2030 3.000% 492,384.60 510,000.00 Entire Issue 10,076,214.30 9,020,000.00 7.6048 2.3048% Proceeds used for accrued interest 0.00 Proceeds used for bond issuance costs (including underwriters' discount) 117,237.00 Proceeds used for credit enhancement 0.00 Proceeds allocated to reasonably required reserve or replacement fund 0.00 Proceeds used to currently refund prior issues 1,200,000.00 Proceeds used to advance refund prior issues 8,758,044.79 Remaining weighted average maturity of the bonds to be currently refunded 3.5812 Remaining weighted average maturity of the bonds to be advance refunded 8.3733 Jul 8, 2015 2:30 pm Prepared by Roosevelt & Cross, Incorporated (s) (Finance 7.011 nys:2015) Page 22 FORM 8038 STATISTICS Town of Southold, New York AGGREGATE REFUNDING OF 03/01/2005 BONDS (09/01/2016 -2021) REFUNDING OF 04/15/2007 BONDS (04/15/2018 - 2030) REFUNDS CALLABLE BONDS OF EACH SERIES DOES NOT REFUND THE SERIES 2005 P&I PAYMENT DUE 9/1/2015 DOES NOT REFUND THE SERIES 2007 INTEREST PAYMENT DUE 10/15/2015 (UNINSURED'Aa1') ; (NOT BQ) ; (CALLABLE) Refunded Bonds Bond Component Date Principal Coupon Price Issue Price Fishers Island Ferry District Bonds - 2005: 04/15/2018 675,000.00 4.250% 102.455 BOND 09/01/2016 200,000.00 3.750% 100.794 201,588.00 BOND 09/01/2017 200,000.00 3.750% 100.000 200,000.00 BOND 09/01/2018 200,000.00 3.750% 98.955 197,910.00 BOND 09/01/2019 200,000.00 3.800% 98.900 197,800.00 BOND 09/01/2020 200,000.00 3.800% 98.274 196,548.00 BOND 09/01/2021 200,000.00 4.000% 100.000 200,000.00 726,167.25 BOND 1,200,000.00 725,000.00 4.250% 1,193,846.00 Public Improvement Bonds - 2007: BOND 04/15/2018 675,000.00 4.250% 102.455 691,571.25 BOND 04/15/2019 675,000.00 4.250% 102.041 688,776.75 BOND 04/15/2020 675,000.00 4.250% 101.629 685,995.75 BOND 04/15/2021 675,000.00 4.250% 101.218 683,221.50 BOND 04/15/2022 675,000.00 4.250% 100.810 680,467.50 BOND 04/15/2023 725,000.00 4.250% 100.404 727,929.00 BOND 04/15/2024 725,000.00 4.250% 100.161 726,167.25 BOND 04/15/2025 725,000.00 4.250% 100.000 725,000.00 BOND 04/15/2026 550,000.00 4.250% 99.870 549,285.00 BOND 04/15/2027 550,000.00 4.250% 99.599 547,794.50 BOND 04/15/2028 550,000.00 4.250% 99.449 546,969.50 BOND 04/15/2029 550,000.00 4.250% 99.292 546,106.00 BOND 04/15/2030 550,000.00 4.250% 99.129 545,209.50 8,300,000.00 8,344,493.50 9,500,000.00 9,538,339.50 Remaining Last Weighted Call Issue Average Date Date Maturity Fishers Island Ferry District Bonds - 2.005 09/01/2015 03/08/2005 3.5812 Public Improvement Bonds - 2007 04/15/2017 04/19/2007 8.3733 All Refunded Issues 04/15/2017 7.7735 Jul 8, 2015 2:30 pm Prepared by Roosevelt & Cross, Incorporated (s) (Finance 7.011 nys:2015) Page 23 SOURCES AND USES OF FUNDS Town of Southold, New York REF 2005 BONDS Dated Date 07/29/2015 Delivery Date 07/29/2015 Sources: Bond Proceeds: Par Amount 1,138, 000.00 Premium 77,269.99 1,215,269.99 Uses: Refunding Escrow Deposits: Cash Deposit 1,200,000.00 Delivery Date Expenses: Cost of Issuance 9,840.80 Underwriter's Discount 4,950.30 14,791.10 Other Uses of Funds: Additional Proceeds 478.89 1,215,269.99 Jul 8, 2015 2:30 pm Prepared by Roosevelt & Cross, Incorporated (s) (Finance 7.011 nys:2015) Page 24 SUMMARY OF REFUNDING RESULTS Town of Southold, New York REF 2005 BONDS Dated Date 07/29/2015 Delivery Date 07/29/2015 Arbitrage yield 2.304812% Escrow yield 0.000000% Bond ParAmount 1,138,000.00 True Interest Cost 1.358137% Net Interest Cost 1.432646% All -In TIC 1.636176% Average Coupon 3.511302% Average Life 3.057 Par amount of refunded bonds 1,200,000.00 Average coupon of refunded bonds 3.744730% Average life of refunded bonds 3.589 PV of prior debt to 07/29/2015 @ 2.355028% 1,256,414.00 Net PV Savings 81,308.13 Percentage savings of refunded bonds 6.775678% Jul 8, 2015 2:30 pm Prepared by Roosevelt & Cross, Incorporated (s) (Finance 7.011 nys:2015) Page 25 SAVINGS Town of Southold, New York REF 2005 BONDS Present Value Date Prior Debt Service Refunding Debt Service Savings Annual Savings to 07/29/2015 @ 2.3550279% 03/01/2016 22,850.00 213,733.67 -190,883.67 -188,269.92 09/01/2016 222,850.00 14,815.00 208,035.00 202,798.42 12/31/2016 17,151.33 03/01/2017 19,100.00 208,815.00 -189,715.00 -182,787.22 09/01/2017 219,100.00 12,875.00 206,225.00 196,381.91 12/31/2017 16,510.00 03/01/2018 15,350.00 202,875.00 -187,525.00 -176,496.19 09/01/2018 215,350.00 10,975.00 204,375.00 190,116.55 12/31/2018 16,850.00 03/01/2019 11,600.00 200,975.00 -189,375.00 -174,112.84 09/01/2019 211,600.00 8,125.00 203,475.00 184,899.27 12/31/2019 14,100.00 03/01/2020 7,800.00 193,125.00 -185,325.00 -166,446.30 09/01/2020 207,800.00 4,425.00 203,375.00 180,531.80 12/31/2020 18,050.00 03/01/2021 4,000.00 189,425.00 -185,425.00 -162,682.34 09/01/2021 204,000.00 204,000.00 176,896.12 12/31/2021 18,575.00 1,361,400.00 1,260,163.67 101,236.33 101,236.33 80,829.24 Savings Summary PV of savings from cash flow Plus: Refunding funds on hand Net PV Savings 80,829.24 478.89 81,308.13 Jul 8, 2015 2:30 pm Prepared by Roosevelt & Cross, Incorporated (s) (Finance 7.011 nys:2015) Page 26 Net Proceeds 1,210,319.69 Jul 8, 2015 2:30 pm Prepared by Roosevelt & Cross, Incorporated (s) (Finance 7.011 nys:2015) Page 27 BOND PRICING Dated Date Town of Southold, New York Delivery Date 07/29/2015 First Coupon REF 2005 BONDS Par Amount 1,138,000.00 Maturity 77,269.99 Production 1,215,269.99 106.789982% Bond Component Date Amount Rate . Yield Price Bond Component: 03/01/2016 194,000 2.000% 0.330% 100.981 03/01/2017 194,000 2.000% 0.600% 102.210 03/01/2018 190,000 2.000% 0.900% 102.808 03/01/2019 190,000 - 3.000% 1.120% 106.594 03/01/2020 185,000 4.000% 1.350% 111.752 03/01/2021 40,000 4.000% 1.590% 112.838 03/01/2021 145,000 5.000% 1.590% 118.165 Net Proceeds 1,210,319.69 Jul 8, 2015 2:30 pm Prepared by Roosevelt & Cross, Incorporated (s) (Finance 7.011 nys:2015) Page 27 1,138,000 Dated Date 07/29/2015 Delivery Date 07/29/2015 First Coupon 03/01/2016 Par Amount 1,138,000.00 Premium 77,269.99 Production 1,215,269.99 106.789982% Underwriter's Discount -4,950.30 -0.435000% Purchase Price 1,210,319.69 106.354982% Accrued Interest Net Proceeds 1,210,319.69 Jul 8, 2015 2:30 pm Prepared by Roosevelt & Cross, Incorporated (s) (Finance 7.011 nys:2015) Page 27 BOND DEBT SERVICE Town of Southold, New York REF 2005 BONDS Period Annual Ending Principal Coupon Interest Debt Service Debt Service 03/01/2016 194,000 2.000% 19,733.67 213,73167 09/01/2016 14,815.00 14,815.00 12/31/2016 228,548.67 03/01/2017 194,000 2.000% 14,815.00 208,815.00 09/01/2017 12,875.00 12,875.00 12/31/2017 221,690.00 03/01/2018 190,000 2.000% 12,875.00 202,875.00 09/01/2018 10,975.00 10,975.00 12/31/2018 213,850.00 03/01/2019 190,000 3.000% 10,975.00 200,975.00 09/01/2019 8,125.00 8,125.00 12/31/2019 209,100.00 03/01/2020 185,000 4.000% 8,125.00 193,125.00 09/01/2020 4,425.00 4,425.00 12/31/2020 197,550.00 03/01/2021 185,000 ** % 4,425.00 189,425.00 12/31/2021 1 189;425.00 1,138,000 122,163.67 1,260,163.67 1,260,163.67 Jul 8, 2015 2:30 pm Prepared by Roosevelt & Cross, Incorporated (s) (Finance 7.011 nys:2015) Page 28 PRIOR BOND DEBT SERVICE Town of Southold, New York REF 2005 BONDS Annual Period Debt Debt Ending Principal Coupon Interest Service Service 03/01/2016 22,850 22,850 09/01/2016 200,000 3.750% 22,850 222,850 12/31/2016 245,700 03/01/2017 19,100 19,100 09/01/2017 200,000 3.750% 19,100 219,100 12/31/2017 238,200 03/01/2018 15,350 15,350 09/01/2018 200,000 3.750% 15,350 215,350 12/31/2018 230,700 03/01/2019 11,600 11,600 09/01/2019 200,000 3.800% 11,600 211,600 12131/2019 223,200 03/01/2020 7,800 7,800 09/01/2020 200,000 3.800% 7,800 207,800 12/31/2020 215,600 03/01/2021 4,000 4,000 09/01/2021 200,000 4.000% 4,000 204,000 12/31/2021 208,000 1,200,000 161,400 1,361,400 1,361,400 Jul 8, 2015 2:30 pm Prepared by Roosevelt & Cross, Incorporated (s) (Finance 7.011 nys:2015) Page 29 Date REF 2005 BONDS Principal REF 2005 BONDS Interest Unrefunded Bonds Principal AGGREGATE DEBT SERVICE Town of Southold, New York REF 2005 BONDS Unrefunded Bonds Aggregate Interest Principal Aggregate Interest Aggregate Debt Service Annual Aggregate D/S 09/01/2015 175,000 26,131.25 175,000 26,131.25 201,131.25 12/31/2015 201,131.25 03/01/2016 194,000 19,733.67 194,000 19,733.67 213,733.67 09/01/2016 14,815.00 14,815.00 14,815.00 12/31/2016 228,548.67 03/01/2017 194,000 14,815.00 194,000 14,815.00 208,815.00 09/01/2017 12,875.00 12,875.00 12,875.00 12/31/2017 221,690.00 03/01/2018 190,000 12,875.00 190,000 12,875.00 202,875.00 09/01/2018 10,975.00 10,975.00 10,975.00 12/31/2018 213,850.00 03/01/2019 190,000 10,975.00 190,000 10,975.00 200,975.00 09/01/2019 8,125.00 8,125.00 8,125.00 - 12/31 /2019 209,100.00 03/01/2020 185,000 8,125.00 185,000 8,125.00 193,125.00 09/01/2020 4,425.00 4,425.00 4,425.00 12/31/2020 197,550.00 03/01/2021 185,000 4,425.00 185,000 4,425.00 189,425.00 12/31/2021 189,425.00 1,138,000 122,163.67 175,000 26,131.25 1,313,000 148,294.92 1,461,294.92 1,461,294.92 Jul 8, 2015 2:30 pm Prepared by Roosevelt & Cross, Incorporated (s) (Finance 7.011 nys:2015) Page 30 SOURCES AND USES OF FUNDS Town of Southold, New York REF 2007 BONDS Dated Date 07/29/2015 Delivery Date 07/29/2015 Sources: Bond Proceeds: Par Amount 7,882,000.00 Net Premium 978,944.31 8,860,944.31 Uses: Refunding Escrow Deposits: Cash Deposit 901.88 Open Market Purchases 8,757,142.91 8,758,044.79 Delivery Date Expenses: Cost of Issuance 68,159.20 Underwriters Discount 34,286.70 102,445.90 Other Uses of Funds: Additional Proceeds 453.62 8,860,944.31 Jul 8, 2015 2:30 pm Prepared by Roosevelt & Cross, Incorporated (s) (Finance 7.011 nys:2015) Page 31 SUMMARY OF REFUNDING RESULTS Town of Southold, New York REF 2007 BONDS Dated Date 07/29/2015 Delivery Date 07/29/2015 Arbitrage yield 2.304812% Escrow yield 0.482094% Bond Par Amount 7,882,000.00 True Interest Cost 2.473797% Net Interest Cost 2.654660% All -In TIC 2.584432% Average Coupon 4.104019% Average Life 8.269 Par amount of refunded bonds 8,300,000.00 Average coupon of refunded bonds 4.141910% Average life of refunded bonds 8.410 PV of prior debt to 07/29/2015 @ 2.355028% 9,399,733.59 Net PV Savings 499,557.67 Percentage savings of refunded bonds 6.018767% Jul 8, 2015 2:30 pm Prepared by Roosevelt & Cross, Incorporated (s) (Finance 7.011 nys:2015) Page 32 SAVINGS Town of Southold, New York REF 2007 BONDS Date Prior Debt Service Refunding Debt Service Savings Annual Savings Present Value to 07/29/2015 @ 2.3550279% 03/01/2016 188,731.89 -188,731.89 -186,147.61 04/15/2016 176,375.00 176,375.00 173,462.84 09/01/2016 159,385.00 -159,385.00 -155,373.02 10/15/2016 176,375.00 176,375.00 171,444.06 12/31/2016 4,633.11 03/01/2017 160,385.00 -160,385.00 -154,528.26 04/15/2017 176,375.00 176,375.00 169,448.78 09/01/2017 159,375.00 -159,375.00 -151,768.05 10/15/2017 176,375.00 176,375.00 167,476.71 12/31/2017 32,990.00 03/01/2018 814,375.00 -814,375.00 -766,479.58 04/15/2018 851,375.00 851,375.00 799,013.82 09/01/2018 152,825.00 -152,825.00 -142,162.99 10/15/2018 162,031.25 162,031.25 150,296.26 12/31/2018 46,206.25 03/01/2019 797,825.00 -797,825.00 -733,526.47 04/15/2019 837,031.25 837,031.25 767,373.97 09/01/2019 143,150.00 -143,150.00 -130081.49 10/15/2019 147,687.50 147,687.50 133,821.26 12/31/2019 43,743.75 03/01/2020 778,150.00 -778,150.00 -698,881.37 04/15/2020 822,687.50 822,687.50 736,770.59 09/01/2020 130,450.00 -130,450.00 -115,797.78 10/15/2020 133,343.75 133,343.75 118,028.27 12/31/2020 47,431.25 03/01/2021 765,450.00 -765,450.00 -671,566.40 04/15/2021 808,343.75 808,343.75 707,172.66 09/01/2021 115,375.00 -115,375.00 -100,046.03 10/15/2021 119;000.00 119,000.00 102,894.54 12/31/2021 46,518.75 03/01/2022 750,375.00 -750,375.00 -643,105.88 04/15/2022 794,000.00 794,000.00 678,550.02 09/01/2022 99,875.00 -99,875.00 -84,601.28 10/15/2022 104,656.25 104,656.25 88,398.02 12/31/2022 48,406.25 03/01/2023 789,875.00 -789,875.00 -661,293.85 04/15/2023 829,656.25 829,656.25 692,614.45 09/01/2023 84,125.00 -84,125.00 -69,610.89 10/15/2023 89,250.00 89,250.00 73,640.64 12/31/2023 44,906.25 03/01/2024 774,125.00 -774,125.00 -633,110.04 04/15/2024 814,250.00 814,250.00 664,022.99 09/01/2024 66,875.00 -66,875.00 -54,056.50 10/15/2024 73,843.75 73,843.75 59,518.93 12/31/2024 47,093.75 03/01/2025 761,875.00 -761,875.00 -608,672.70 04/15/2025 798,843.75 798,843.75 636,383.90 09/01/2025 49,500.00 -49,500.00 -39,086.01 10/15/2025 58,437.50 58,437.50 46,011.35 12/31/2025 45,906.25 03/01/2026 574,500.00 -574,500.00 -448,355.11 04/15/2026 608,437.50 608,437.50 473,484.00 09/01/2026 36,375.00 -36,375.00 -28,057.64 10/15/2026 46,750.00 46,750.00 35,957.29 12/31/2026 44,312.50 03/01/2027 561,375.00 -561,375.00 -427,973.77 04/15/2027 596,750.00 596,750.00 453,642.52 09/01/2027 23,250.00 -23,250.00 -17,518.75 10/15/2027 35,062.50 35,062.50 26,343.91 12/31/2027 47,187.50 03/01/2028 548,250.00 -548,250.00 -408,295.62 04/15/2028 585,062.50 585,062.50 434,465.79 09/01/2028 15,375.00 -15,375.00 -11,316.89 10/15/2028 23,375.00 23,375.00 17.,156.19 12/31/2028 44,812.50 03/01/2029 530,375.00 -530,375.00 -385,843.43 Jul 8, 2015 2:30 pm Prepared by Roosevelt & Cross, Incorporated (s) (Finance 7.011 nys:2015) Page 33 11,192,125.00 10,556,901.89 635,223.11 635,223.11 499,104.05 .Savings Summary PV of savings from cash flow 499,104.05 Plus: Refunding funds on hand 453.62 Net PV Savings 499,557.67 Jul 8, 2015 2:30 pm Prepared by Roosevelt & Cross, Incorporated (s) (Finance 7.011 nys:2015) Page 34 SAVINGS Town of Southold, New York REF 2007 BONDS Present Value Prior Refunding Annual to 07/29/2015 Date Debt Service Debt Service Savings Savings @ 2.3550279% 04/15/2029 573,375.00 573,375.00 415,933.66 09/01/2029 7,650.00 -7,650.00 -5,500.54 10/15/2029 11,687.50 11,687.50 8,379.59 12/31/2029 47,037.50 03/01/2030 517,650.00 -517,650.00 -367,871.61 04/15/2030 561,687.50 561,687.50 398,026.57 12/31/2030 44,037.50 11,192,125.00 10,556,901.89 635,223.11 635,223.11 499,104.05 .Savings Summary PV of savings from cash flow 499,104.05 Plus: Refunding funds on hand 453.62 Net PV Savings 499,557.67 Jul 8, 2015 2:30 pm Prepared by Roosevelt & Cross, Incorporated (s) (Finance 7.011 nys:2015) Page 34 Jul 8, 2015 2:30 pm Prepared by Roosevelt & Cross, Incorporated (s) (Finance 7.011 nys:2015) Page 35 BOND PRICING Town of Southold, New York REF 2007 BONDS Maturity Yield to Call Call Bond Component Date Amount Rate Yield Price Maturity Date Price Bond Component: 03/01/2016 1,000 2.000% 0.330% 100.981 03/01/2017 1,000 2.000% 0.600% 102.210 03/01/2018 655,000 2.000% 0.900% 102.808 03/01/2019 645,000 3.000% 1.120% 106.594 03/01/2020 635,000 4.000% 1.350% 111.752 03/01/2021 160,000 4.000% 1.590% 112.838 03/01/2021 475,000 5.000% 1.590% 118.165 03/01/2022 75,000 4.000% 1.870% 113.145 03/01/2022 560,000 5.000% 1.870% 119.316 03/01/2023 150,000 3.000% 2.040% 106.716 03/01/2023 540,000 5.000% 2.040% 120.711 03/01/2024 690,000 5.000% 2.180% 121.977 03/01/2025 695,000 5.000% 2.320% 122.919 03/01/2026 525,000 5.000% 2.460% 121.576 C 2.650% 03/01/2025 100.000 03/01/2027 525,000 5.000% 2.580% 120.439 C 2.909% 03/01/2025 100.000 03/01/2028 525,000 3.000% 3.100% 98.962 03/01/2029 515,000 3.000% 3.210% 97.700 03/01/2030 510,000 3.000% 3.300% 96.546 7,882,000 Dated Date 07/29/2015 Delivery Date 07/29/2015 First Coupon 03/01/2016 Par Amount 7,882,000.00 Premium 978,944.31 Production 8,860,944.31 112.419999% Underwriter's Discount -34,286.70 -0.435000% Purchase Price 8,826,657.61 111.984999% Accrued Interest Net Proceeds 8,826,657.61 Jul 8, 2015 2:30 pm Prepared by Roosevelt & Cross, Incorporated (s) (Finance 7.011 nys:2015) Page 35 BOND DEBT SERVICE Town of Southold, New York REF 2007 BONDS Period Ending Principal Coupon Interest Debt Service Annual Debt Service 03/01/2016 1,000 2.000% 187,731.89 188,731.89 09/01/2016 159,385.00 159,385.00 12/31/2016 348,116.89 03/01/2017 1,000 2.000% 159,385.00 160,385.00 09/01/2017 159,375.00 159,375.00 12/31/2017 319,760.00 03/01/2018 655,000 2.000% 159,375.00 814,375.00 09/01/2018' 152,825.00 152,825.00 12/31/2018 967,200.00 03/01/2019 645,000 3.000% 152,825.00 797,825.00 09/01/2019 143,150.00 143,150.00 12/31/2019 940,975.00 03/01/2020 635,000 4.000% 143,150.00 778,150.00 09/01/2020 130,450.00 130,450.00 12/31/2020 908,600.00 03/01/2021 635,000 ** % 130,450.00 765,450.00 09/01/2021 115,375.00 115,375.00 12/31/2021 880,825.00 03/01/2022 635,000 ** % 115,375.00 750,375.00 09/01/2022 99,875.00 99,875.00 12/31/2022 850,250.00 03/01/2023 690,000 ** % 99,875.00 789,875.00 09/01/2023 84,125.00 84,125.00 12/31/2023 874,000.00 03/01/2024 690,000 5.000% 84,125.00 774,125.00 09/01/2024 66,875.00 66,875.00 12/31/2024 841,000.00 03/01/2025 695,000 5.000% 66,875.00 761,875.00 09/01/2025 49,500.00 49,500.00 12131/2025 811,375.00 03/01/2026 525,000 5.000% 49,500.00 574,500.00 09/01/2026 36,375.00 36,375.00 12/31/2026 610,875.00 03/01/2027 525,000 5.000% 36,375.00 561,375.00 09/01/2027 23,250.00 23,250.00 12/31/2027 584,625.00 03/01/2028 525,000 3.000% 23,250.00 548,250.00 09/01/2028 15,375.00 15,375.00 12/31/2028 563,625.00 03/01/2029 515,000 3.000% 15,375.00 530,375.00 09/01/2029 7,650.00 7,650.00 12/31/2029 538,025.00 03/01/2030 510,000 3.000% 7,650.00 517,650.00 12/31/2030 517,650.00 7,882,000 2,674,901.89 10,556,901.89 10,556,901.89 Jul 8, 2015 2:30 pm Prepared by Roosevelt & Cross, Incorporated (s) (Finance 7.011 nys:2015) Page 36 PRIOR BOND DEBT SERVICE Town of Southold, New York REF 2007 BONDS Period Annual Ending Principal Coupon Interest Debt Service Debt Service 04/15/2016 176,375.00 176,375.00 10/15/2016 176,375.00 176,375.00 12/31/2016 352,750.00 04/15/2017 176,375.00 176,375.00 10/15/2017 176,375.00 176,375.00 12/31/2017 352,750.00 04/15/2018 675,000 4.250% 176,375.00 851,375.00 10/15/2018 162,031.25 162,031.25 12/31/2018 1,013,406.25 04/15/2019 675,000 4.250% 162,031.25 837,031.25 10/15/2019 147,687.50 147,687.50 12/31/2019 984,718.75 04/15/2020 675,000 4.250% 147,687.50 822,687.50 10/15/2020 133,343.75 133,343.75 12/31/2020 956,031.25 04/15/2021 675,000 4.250% 133,343.75 808,343.75 10/15/2021 119,000.00 119,000.00 12/31/2021 927,343.75 04/15/2022 675,000 4.250% 119,000.00 794,000.00 10/15/2022 104,656.25 104,656.25 12/31/2022 898,656.25 04/15/2023 725,000 4.250% 104,656.25 829,656.25 10/15/2023 89,250.00 89,250.00 12/31/2023 918,906.25 .04/15/2024 725,000 4.250% 89,250.00 814,250.00 10/15/2024 73,843.75 73,843.75 12/31/2024 888,093.75 04/15/2025 725,000 4.250% 73,843.75' 798,843.75 10/15/2025 58,437.50 58,437.50 12/31/2025 857,281.25 04/15/2026 550,000 4.250% 58,437.50 608,437.50 10/15/2026 46,750.00 46,750.00 12131/2026 655,187.50 04/15/2027 550,000 4.250% 46,750.00 596,750.00 10/15/2027 35,062.50 35,062.50 12/31/2027 631, 812.50 04/15/2028 550,000 4.250% 35,062.50 585,062.50 10/15/2028 23,375.00 23,375.00 12/31/2028 608,437.50 04/15/2029 550,000 4.250% 23,375.00 573,375.00 10/15/2029 11,687.50 11,687.50 12/31/2029 585,062.50 04/15/2030 550,000 4.250% 11,687.50 561,687.50 12/31/2030 561,687.50 8,300,000 2,892,125.00 11,192,125.00 11,192,125.00 Jul 8, 2015 2:30 pm Prepared by Roosevelt & Cross, Incorporated (s) (Finance 7.011 nys:2015) Page 37 AGGREGATE DEBT SERVICE Town of Southold, New York REF 2007 BONDS REF 2007 Unrefunded Unrefunded BONDS REF 2007 BONDS Bonds Bonds Aggregate Aggregate Aggregate Annual Date Principal Interest Principal Interest Principal Interest Debt Service Aggregate D/S 10/15/2015 204,000.00 204,000.00 204,000.00 12/31/2015 204,000.00 03/01/2016 1,000 187,731.89 1,000 187,731.89 188,731.89 04/15/2016 625,000 27,625.00 625,000 27,625.00 652,625.00 09/01/2016 159,385.00 159,385.00 159,385.00 10/15/2016 14,343.75 14,343.75 14,343.75 12/31/2016 1,015,085.64 03/01/2017 1,000 159,385.00 1,000 159,385.00 160,385.00 04/15/2017 675,000 14,343.75 675,000 14,343.75 689,343.75 09/01/2017 159,375.00 159,375.00 159,375.00 12/31/2017 1,009,103.75 03/01/2018 655,000 159,375.00 655,000 159,375.00 814,375.00 09/01/2018 152,825.00 152,825.00 152,825.00 12/31/2018 967,200.00 03/01/2019 645,000 152,825.00 645,000 152,825.00 797,825.00 09/01/2019 143,150.00 143,150.00 143,150.00 12/31/2019 940,975.00 03/01/2020 635,000 143,150.00 635;000 143,150.00 778,150.00 09/01/2020 130,450.00 130,450.00 130,450.00 12/31/2020 908,600.00 03/01/2021 635,000 130,450.00 635,000 130,450.00 765,450.00 09/01/2021 115,375.00 115,375.00 115,375.00 12/31/2021 880,825.00 03/01/2022 635,000 115,375.00 635,000 115,375.00 750,375.00 09/01/2022 99,875.00 99,875.00 99,875.00 12/31/2022 850,250.00 03/01/2023 690,000 99,875.00 690,000 99,875.00 789,875.00 09/01/2023 84,125.00 84,125.00 84,125.00 12/31/2023 874,000.00 03/01/2024 690,000 84,125.00 690,000 84,125.00 774,125.00 09/01/2024 66,875.00 66,875.00 66,875.00 12/31/2024 841,000.00 03/01/2025 695,000 66,875.00 695,000 66,875.00 761,875.00 09/01/2025 49,500.00 49,500.00 49,500.00 12/31/2025 811,375.00 03/01/2026 525,000 49,500.00 525,000 49,500.00 574,500.00 09/01/2026 36,375.00 36,375.00 36,375.00 12/31/2026 610,875.00 03/01/2027 525,000 36,375.00 525,000 36,375.00 561,375.00 09/01/2027 23,250.00 23,250.00 23,250.00 12/31/2027 584,625.00 03/01/2028 525,000 23,250.00 525,000 23,250.00 548,250.00 09/01/2028 15,375.00 15,375.00 15,375.00 12/31/2028 563,625.00 03/01/2029 515,000 15,375.00 515,000 15,375.00 530,375.00 Jul 8, 2015 2:30 pm Prepared by Roosevelt & Cross, Incorporated (s) (Finance 7.011 nys:2015) Page 38 AGGREGATE DEBT SERVICE Town of Southold, New York REF 2007 BONDS REF 2007 Unrefunded Unrefunded BONDS REF 2007 BONDS Bonds Bonds Aggregate Aggregate Aggregate Annual Date Principal Interest Principal Interest Principal Interest Debt Service Aggregate D/S 09/01/2029 7,650.00 7,650.00 7,650.00 12/31/2029 538,025.00 03/01/2030 510,000 7,650.00 510,000 7,650.00 517,650.00 12/3112030 517,650.00 7,882,000 2,674,901.89 1,300,000 260,312.50 9,182,000 2,935,214.39 12,117,214.39 12,117,214.39 Jul 8, 2015 2:30 pm Prepared by Roosevelt & Cross, Incorporated (s) (Finance 7.011 nys:2015) Page 39 EIC Present Value to 07/29/2015 Date Cashflow @ 2.3550278928% 03/01/2016 402,465.56 396,954.65 09/01/2016 174,200.00 169,815.11 03/01/2017 369,200.00 355,718.01 09/01/2017 172,250.00 164,028.53 03/01/2018 1,017,250.00 957,423.00 09/01/2018 163,800.00 152,372.31 03/01/2019 998,800.00 918,304.44 09/01/2019 151,275.00 137,464.74 03/01/2020 971,275.00 872,333.10 09/01/2020 134,875.00 119,725.76 03/01/2021 954,875.00 837,758.14 09/01/2021 115,375.00 100,046.03 03/01/2022 750, 375.00 643,105.88 09/01/2022 99, 875.00 84, 601.28 03/01/2023 789,875.00 661,293.85 09/01/2023 84;125.00 69,610.89 03/01/2024 774,125.00 633,110.04 09/01/2024 66,875.00 54,056.50 03/01/2025 761,875.00 608,672.70 09/01/2025 49,500.00 39,086.01 03/01/2026 574,500.00 448,355.11 09/01/2026 36,375.00 28,057.64 03/01/2027 561,375.00 427,973.77 09/01/2027 23,250.00 17,518.75 03/01/2028 548,250.00 408,295.62 09/01/2028 15,375.00 11,316.89 03/01/2029 530,375.00 385,843.43 09/01/2029 7,650.00 5,500.54 03/01/2030 517,650.00 367,871.61 11,817,065.56 10,076,214.30 Summary Valuation date 07/29/2015 Amount 10,076,214.30 Target for yield calculation 10,076,214.30 Jul 8, 2015 2:30 pm Prepared by Roosevelt & Cross, Incorporated (s) (Finance 7.011 ) Page 1 REGISTERED NO. R-1 APPENDIX B Bond Form UNITED STATES OF AMERICA STATE OF NEW YORK COUNTY OF SUFFOLK TOWN OF SOUTHOLD REFUNDING SERIAL BOND -2015 MATURITY DATE INTEREST DATE OF ORIGINAL RATE ISSUE March 1, % July 29, 2015 REGISTERED OWNER: CEDE & CO. PRINCIPAL SUM: REGISTERED CUSIP NUMBER The Town of Southold, in the County of Suffolk, a municipal corporation of the State of New York, hereby acknowledges itself indebted and for value received promises to pay to the REGISTERED OWNER named above, or registered assigns, on the MATURITY DATE, (stated above) the PRINCIPAL SUM (stated above) upon presentation and surrender of this bond at the office of the Town Clerk, Town of Southold, 53095 Main Road, Southold, New York, as fiscal agent (herein called the "Fiscal Agent"), or any successor thereto, and to pay interest on such principal sum from July 29, 2015 or from the most recent interest payment date to which interest has been paid, at the INTEREST RATE (stated above), payable on March 1, 2016, September 1, 2016 and semi-annually on March 1 and September 1 in each year until maturity. Interest hereon shall be payable on each interest payment date to the registered owner hereof at his address as it appears on the registration books of the Town maintained by the Fiscal Agent or at such other address as may be furnished in writing by such registered owner to the Fiscal Agent at the close of business on fifteenth day of the month preceding each interest payment date. The principal of and interest on this bond are payable in any coin or currency of the United States of America which, at the date of payment, is legal tender for the payment of public and private debts; provided, however, that interest on this fully registered bond shall be paid by wire transfer or clearinghouse funds as set forth above. REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH HEREIN. 2481188.1 039654 CLD The faith and credit of such Town of Southold are hereby irrevocably pledged to the punctual payment of the principal of and interest on this bond 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 bond, exist, have happened and have been performed, and that the issue of bonds, of which this is one, together with all other indebtedness of the Town of Southold, is within every debt and other limit prescribed by the Constitution and laws of such State. IN WITNESS WHEREOF, the Town of Southold has caused this bond to be executed in its name by the manual signature of its Supervisor and its corporate seal (or a facsimile thereof) to be affixed, impressed; imprinted or otherwise reproduced hereon and attested by the manual signature of the Town Clerk. (SEAL) ATTEST: Town Clerk TOWN OF SOUTHOLD, NEW YORK Supervisor 2481188.1 039654 CLD Town of Southold, New York Refunding Serial Bond -2015 This bond is one of an authorized issue, the principal amount of which is $9,020,000, and is issued pursuant to the provisions of the Local Finance Law, constituting Chapter 33-a of the Consolidated Laws of the State of New York (the "Law"), the Refunding Bond Resolution duly adopted by the Town Board of the Town on May 5, 2015, authorizing the issuance of refunding serial bonds of the Town to provide funds required by the Town to refund certain serial bonds of the Town- issued in 2005 and 2007, as referred to therein, and the Certificate of Determination executed by the Supervisor as of July 29, 2015, determining the terms, form and details of issuance of said refunding serial bonds (the "Bonds") and providing for their private sale (the "Certificate of Determination"). The Bonds are issuable in the form of registered bonds without coupons in denominations of $5,000, or any integral multiple thereof. This Bond is transferable or exchangeable, as provided in the Certificate of Determination, only upon the books of the Town kept for that purpose, by the registered owner hereof in person, or by his attorney duly authorized in writing, upon the surrender of this bond together with a written instrument of transfer or exchange satisfactory to the Town duly executed by the registered owner or his attorney duly authorized in writing, and thereupon a new Bond or Bonds, in the same aggregate principal amount and of the same maturity, shall be issued to the transferee or the registered owner in exchange therefor as provided in the Certificate of Determination and upon the payment of the charges, if any, therein prescribed. The Bonds maturing on or before March 1, 2025 will not be subject to redemption prior to maturity. The Bonds maturing on March 1, 2026 and thereafter, will be subject to redemption, at the option of the Town, prior to maturity, in whole or in part, and if in part, in any order of their maturity and in any amount within a maturity (selected by lot within a maturity), on any date on or after March 1, 2025, at the redemption price equal to the par amount of the Bonds to be redeemed, plus accrued interest to the date of redemption. The Town may select the maturities of the Bonds to be redeemed and the amount to be redeemed of each maturity selected, as the Town shall determine to be in the best interest of the Town at the time of such redemption. If less than all of the Bonds of any maturity are to be redeemed prior to maturity, the particular Bonds of such maturity to be redeemed shall be selected by the Town by lot in any customary manner of selection as determined by the Town. Notice of such call for redemption shall be given by mailing such notice to the registered owner(s) of the Bonds to be redeemed not more than sixty (60) nor less than thirty (30) days prior to the proposed redemption date. Notice of redemption having been given as aforesaid, the Bonds so called for redemption shall, on the date of redemption, set forth in such call for redemption, become due and payable, together with accrued interest to such redemption date, and interest shall cease to be paid thereon after such redemption date. 2481188.1 039654 CLD July 29, 2015 The Town Board of the Town of Southold, in the County of Suffolk, New York Ladies and Gentlemen: We have acted as Bond Counsel to the Town of Southold, in the County of Suffolk (the "Town"), a municipal corporation of the State of New York, and have examined a record of proceedings relating to the authorization, sale, and issuance of the $9,020,000 Refunding Serial Bonds -2015 (the "Bonds"), dated and delivered on the date hereof. Based on and subject to the foregoing, and in reliance thereon, as of the date hereof, we are of the following opinions: 1. The Bonds are valid and legally binding general obligations of the Town for which the Town has validly pledged its faith and credit and, unless paid from other sources, all the taxable real property within the Town is subject to the levy of ad valorem real estate taxes to pay the Bonds and interest thereon, subject to certain statutory limitations imposed by Chapter 97 of the Laws of 2011. The enforceability of rights or remedies with respect to such Bonds may be limited by bankruptcy, insolvency, or other laws affecting creditors' rights or remedies heretofore or hereafter enacted. 2. Under existing statutes and court decisions and assuming continuing compliance with certain tax certifications described herein, (i) interest on the Bonds is excluded from gross income for federal income tax purposes pursuant to Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), and (ii) interest on the Bonds is not treated as a preference item in calculating the alternative minimum tax imposed on individuals and corporations under the Code; such interest, however, is included in the adjusted current earnings of certain corporations for purposes of calculating the alternative minimum tax imposed on such corporations. The Code establishes certain requirements which must be met subsequent to the issuance of the Bonds in order that the interest on the Bonds be and remain excluded from gross income for federal income tax purposes under Section 103 of the Code. These requirements include, but are not limited to, requirements relating to the use and expenditure of proceeds of the Bonds, restrictions on the investment of proceeds of the Bonds prior to expenditure and the requirement that certain earnings be rebated to the federal government. Noncompliance with such requirements may cause the interest on the Bonds to become subject to federal income 2481188.1 039654 CLD taxation retroactive to their date of issuance, irrespective of the date on which such noncompliance occurs or is ascertained. On the date of issuance of the Bonds, the Town will execute a Tax Certificate relating to the Bonds containing provisions and procedures pursuant to which such requirements can be satisfied. In executing the Tax Certificate, the Town represents that the Town will comply with the provisions and procedures set forth therein and that the Town will do and perform all acts and things necessary or desirable to assure that the interest on the Bonds will, for federal income tax purposes, be excluded from gross income. In rendering the opinion in paragraph 2 hereof, we have relied upon and assumed (i) the material accuracy of the Town's representations, statements of intention and reasonable expectation, and certifications of fact contained in the Tax Certificate with respect to matters affecting the status of the interest on the Bonds, and (ii) compliance by the Town with the procedures and covenants set forth in the Tax Certificate as to such tax matters. 3. Under existing statutes, interest on the Bonds is exempt from personal income taxes of New York State and its political subdivisions, including The City of New York. Except as stated in paragraphs 2 and 3 above, we express no opinion as to any other federal, state or local tax consequences with respect to the Bonds or the ownership or disposition thereof. Further, we express no opinion herein as to 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 the interest on the Bonds, or under state and local tax law. We render our opinion under existing statutes and court decisions as of the date of issuance of the Bonds, and we assume no obligation to update, revise or supplement this opinion after the issue date to reflect any action hereafter taken or not taken, or any facts or circumstances, or any change in law or in interpretations thereof, or otherwise, that may hereafter arise or occur, or for any other reason. . We give no assurances as to the adequacy, sufficiency or completeness of the Preliminary Official Statement and the Official Statement of the Town relating to the Bonds, or any proceedings, reports, correspondence, financial statements or other documents, containing financial or other information relating to the Bonds, which have been or may be fizrnished or disclosed to purchasers of the Bonds. We have examined the executed first numbered Bond and, in our opinion, the form of said Bond and its execution are regular and proper. Very truly yours, 2481188.1 039654 CLD ASSIGNMENT FOR VALUE RECEIVED, the Undersigned hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE the within Bond and does hereby irrevocably constitute and appoint Attorney to transfer said Bond on the books kept for registration of said Bond, with full power of substitution in the premises. Dated: Signature Guaranteed: Notice: Signature(s) must be acknowledged or proved, or in the alternative, certified as to its genuineness by an officer of a bank or trust company located and authorized to do business in New York State. Notice: The signature to this assignment must correspond with the name as it appears upon the face of the within bond in every particular, without alteration or enlargement or any change whatever. 2481188.1 039654 CLD Appendix C UNDERTAKING TO PROVIDE CONTINUING DISCLOSURE Section 1. Definitions "Annual Information" shall mean the information specified in Section 3 hereof. "EMMA" shall mean Electronic Municipal Market Access System implemented by the MSRB. "GAAP" shall mean generally accepted accounting principles as in effect from time to time in the United States. "Holder" shall mean any registered owner of the Securities and any beneficial owner of Securities within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934. "Issuer" shall mean the Town of Southold, in the County of Suffolk, a municipal ,corporation of the State of New York. "MSRB" shall mean the Municipal Securities Rulemaking Board established in accordance with the provisions of Section 15B(b)(1) of the Securities Exchange Act of 1934, or any successor thereto or to the functions of the MSRB contemplated by this Agreement. "Purchaser" shall mean the financial institution referred to in the Certificate of Determination, dated July 8, 2015, executed by the Supervisor. "Rule" means Rule 15c2-12 promulgated by the SEC under the Securities Exchange Act of 1934 (17 CFR Part 240, §240.15c2-12), as amended, as in effect on the date of this Undertaking, including any official interpretations thereof issued either before or after the effective date of this Undertaking which are applicable to this Undertaking. "Securities" shall mean the Issuer's $9,020,000 Refunding Serial Bonds -2015, dated July 29, 2015, maturing in various principal amounts in each of the years 2016 to 2030, inclusive, and delivered on the date hereof. Section 2. Obligation to Provide Continuing Disclosure. (a) The Issuer hereby undertakes, for the benefit of Holders of the Securities, to provide or cause to be provided either directly or through Munistat Services, Inc., 12 Roosevelt Avenue, Port Jefferson Station, New York 11776 to the EMMA System: (i) no later than six (6) months following the end of each fiscal year, commencing with the fiscal year ending December 31, 2015, the Annual Information relating to such fiscal year, together with audited financial statements of the Issuer for such fiscal year if audited financial statements are then available; provided, however, that if audited financial statements are not then available, unaudited financial statements shall be provided 2481188.1 039654 CLD with the. Annual Information no later than six (6) months following the end of each fiscal year, and audited financial statements, if any, shall be delivered to the EMMA System within sixty (60) days after they become available and in no event later than one (1) year after the end of each fiscal year; and in a timely manner, not in excess of ten (10) business days after the occurrence of such event, notice of any of the following events with respect to the Securities: (1) principal and interest payment delinquencies; (2) non-payment related defaults, if material; (3) unscheduled draws on debt service reserves reflecting financial difficulties; (4) unscheduled draws on credit enhancements reflecting financial difficulties; (5) substitution of credit or liquidity providers, or their failure to perform; (6) adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices of determinations with respect to the tax status of the Securities, or other material events affecting the tax status of the Securities; (7) modifications to rights of Securities holders, if material; (8) Bond calls, if material, and tender offers; (9) defeasances; (10) release, substitution, or sale of property securing repayment of the Securities, if material; (11) rating changes; (12) bankruptcy, insolvency, receivership or similar event of the Issuer; Note to clause (12): For the purposes of the event identified in clause (12) above, the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for the Issuer in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or government authority has assumed jurisdiction over substantially all of the assets or business of the Issuer, or if such jurisdiction has been 2481188.1039654 CLD assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Issuer; (13) the consummation of a merger, consolidation, or acquisition involving the Issuer or the sale of all or substantially all of the assets of the Issuer, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and (14) appointment of a successor or additional trustee or the change of name of a trustee, if material. (iii) in a timely manner, not in excess of ten (10) business days after the occurrence of such event, notice of a failure to provide by the date set forth in Section 2(a)(i) hereof any Annual Information required by Section 3 hereof. (b) Nothing herein shall be deemed to prevent the Issuer from disseminating any other information in addition to that required hereby in the manner set forth herein or in any other manner. If the Issuer disseminates any such additional information, the Issuer shall have no obligation to update such information or include it in any future materials disseminated hereunder. (c) Nothing herein shall be deemed to prevent the Issuer from providing notice of the occurrence of certain other events, in addition to those listed above, if the Issuer determines that any such other event is material with respect to the Securities; but the Issuer does not undertake to commit to provide any such notice of the occurrence of any event except those events listed above. Section 3. Annual Information. (a) The required Annual Information shall consist of the financial information and operating data for the preceding fiscal year, in a form generally consistent with the information contained or cross-referenced in the Issuer's final official statement relating to the Securities under the headings: "The Town", "Economic and Demographic Information", "Indebtedness of the Town", "Finances of the Town", "Real Property Tax Information" and "Litigation", and in Appendix A. (b) All or any portion, of the Annual Information may be incorporated in the Annual Information by cross reference to any other documents which are (i) available to the public on the EMMA System or (ii) filed with the SEC. If such a document is a final official statement, it also must be available from the EMMA System. (c) Annual Information for any fiscal year containing any modified operating data or financial information (as contemplated by Section 7(e) hereof) for such fiscal year shall 2481188.1 039654 CLD explain, in narrative form, the reasons for such modification and the effect of such modification on the Annual Information being provided for such fiscal year. If a change in accounting principles is included in any such modification, such Annual Information shall present a comparison between the financial statements or information prepared on the basis of the modified accounting principles and those prepared on the. basis of the former accounting principles. Section 4. Financial Statements. The Issuer's annual financial statements for each fiscal year shall be prepared in accordance with GAAP as in effect from time to time. Such financial statements shall be audited by an independent accounting firm. Section 5. Remedies. If the Issuer shall fail to comply with any provision of this Undertaking, then any Holder of Securities may enforce, for the equal benefit and protection of all Holders similarly situated, by mandamus or other suit or proceeding at law or in equity, this Undertaking against the Issuer and any of the officers, agents and employees of the Issuer, and may compel the Issuer or any such officers, agents or employees to perform and carry out their duties under this Undertaking; provided that the sole and exclusive remedy for breach of this Undertaking shall be an action to compel specific performance of the obligations of the Issuer hereunder and no person or entity shall be entitled to recover monetary damages hereunder under any circumstances. Failure to comply with any provision of this Undertaking shall not constitute an event of default on the Securities. Section 6. Parties in Interest. This Undertaking is executed to assist the Purchaser to comply with (b)(5) of the Rule and is delivered for the benefit of the Holders. No other person shall have any right to enforce the provisions hereof or any other rights hereunder. Section 7. Amendments. Without the consent of any holders of Securities, the Issuer at any time and from time to time may enter into any amendments or changes to this Undertaking for any of the following purposes: (a) to comply with or conform to any changes in Rule 15c2-12 (whether required or optional); (b) to add a dissemination agent for the information required to be provided hereby and to make any necessary or desirable provisions with respect thereto; (c) to evidence the succession of another person to the Issuer and the assumption of any such successor of the duties of the Issuer hereunder; (d) to add to the duties of the Issuer for the benefit of the Holders, or to surrender any right or power herein conferred upon the Issuer; (e) to modify the contents, presentation and format of the Annual Information from time to time to conform to changes in accounting or disclosure principles or practices and legal requirements followed by or applicable to the Issuer or to reflect changes in the identity, nature or status of the Issuer or in the business, structure or operations of the Issuer or any mergers, 2481188.1 039654 CLD consolidations, acquisitions or dispositions made by or affecting any such person; provided that any such modifications shall comply with the requirements of Rule 15c2-12 orRule 15c2-12 as in effect at the time of such modification; or (f) to cure any ambiguity, to correct or supplement any provision hereof which may be inconsistent with any other provision hereof, or to make any other provisions with respect to matters or questions arising under this Undertaking which, in each case, comply with Rule 15c2-12 or Rule 15c2- 12 as in effect at the time of such amendment or change; provided that no such action pursuant to this Section 7 shall adversely affect the interests of the Holders in any material respect. In making such determination, the Issuer shall rely upon an opinion of nationally recognized bond counsel. Section 8. Termination. This Undertaking shall remain in full force and effect until such time as all principal, redemption premiums, if any, and interest on the Securities shall have been paid in full or the Securities shall have otherwise been paid or legally defeased pursuant to the their terms. Upon any such legal defeasance, the Issuer shall provide notice of such defeasance to the EMMA System. Such notice shall state whether the Securities have been defeased to maturity or to redemption and the timing of such maturity or redemption. In addition, this Agreement, or any provision hereof, shall be null and void in the event that those portions of the Rule which require this Agreement, or such provision, as the case may be, do not or no longer apply to the Securities, whether because such portions of the Rule are invalid, have been repealed, or otherwise. Section 9. Undertaking to Constitute Written Agreement or Contract. This Undertaking shall constitute the written agreement or contract for the benefit of Holders of Securities, as contemplated under Rule 15c2-12. Section 10. Governing Law. This Undertaking shall be governed by the laws of the State of New York determined without regard to principles of conflict of law. Section 11. No Previous Non -Compliance. Other than as may be set forth in the Official Statement prepared in connection with the sale of the Securities, the Issuer represents that in the previous five years it has not failed to comply in all material respects with any previous undertaking in a written contract or agreement specified in paragraph (b)(5)(i) of the Rule. IN WITNESS WHEREOF, the undersigned has duly authorized, executed and delivered this Undertaking as of July 29, 2015. TOWN OF SOUTHOLD, NEW YORK Supervisor and Chief Fiscal Officer 2481188.1 039654 CLD ELIZABETH A. NEVILLE, MMC TOWN CLERK REGISTRAR OF VITAL STATISTICS MARRIAGE OFFICER RECORDS MANAGEMENT OFFICER FREEDOM OF INFORMATION OFFICER Town Hall, 53095 Main Road P.O. Box 1179 Southold, New York 11971 Fax (631) 765-6145 Telephone (631) 765-1800 www.southoldtownny.gov OFFICE OF THE TOWN CLERK TOWN OF SOUTHOLD June 24, 2015 Town of Southold, New York Refunding Serial Bonds -2015 (Our File Designation: (2615/39654 ) Mr. Robert P. Smith Hawkins, Delafield & Wood, LLP One Chase Manhattan Plaza New York, NY 10005 Dear Mr. Smith: Enclosed find the following documents related to the above referenced bond. The original Affidavit of Posting Please do not hesitate to call me if you require anything else for your records at this time. Very truly yours Lynda M Rudder Deputy Town Clerk Encs Cc: Town Attorney #12235 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 14th day of May, 2015. ; Principal Clerk Sworn to before me this Jq day of 2015. LEGAL NOTICE . — The resolution, a summary of which is published herewith, has been adopted on May 5, 2015 and the validity of the obligations authorized by such resolu- tion 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 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 the consti- tution. BY ORDER OF THE TOWN BOARD OF THE TOWN OF SOUTHOLD DATED: May 5; 2015 original issuance of the first bonds or bond anticipation notes issued for the respective objects or purposes for which the outstanding bonds were issued. The maximum amount of obligations authorized to be issued is $12,000,000. A"complete copy of the Bond Reso- lution summarized above shall be avail- able for public inspection during normal i business hours at the office of the Town Clerk, Town Hall, 53095 Main Road, i Southold, New York. 12235-1T 5/14 - _i C: �� CHRISTINA VOLINSKI NOTARY PUBLIC -STATE OF NEW YORK No. 01V06106060 Qualified In Suffolk County My Commission Expires February 26, 2016 ELIZABETH A. NEVILLE, MMC TOWN CLERK REGISTRAR OF VITAL STATISTICS MARRIAGE OFFICER RECORDS MANAGEMENT OFFICER FREEDOM OF INFORMATION OFFICER Town Hall, 53095 Main Road P.O. Box 1179 Southold, New York 11971 Fax (631) 765-6145 Telephone (631) 765-1800 www.southoldtownny.gov OFFICE OF THE TOWN CLERK TOWN OF SOUTHOLD May 14, 2015 Town of Southold, New York Refunding Serial Bonds -2015 (Our File Designation: (2615/39654 ) Mr. Robert P. Smith Hawkins, Delafield & Wood, LLP One Chase Manhattan Plaza New York, NY 10005 Dear Mr. Smith: Enclosed find the following documents related to the above referenced bond. 1. Certified resolution adopting the Bond " 2. Extract of Minutes 3. Certification of Extract of Minutes 4. Copy of the Notice that will appear in the Suffolk Times on May 14, 2015 5. Affidavit of Posting Please do not hesitate to call me if you require anything else for your records at this time. Very truly yours Lynda M Rudder Deputy Town Clerk Encs Cc: Town Attorney Southold Town Board - Letter RESOLUTION 2015-424 ADOPTED Board Meeting of May 5, 2015 Item # 5.28 DOC ID: 10800 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2015-424 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON MAY 5,2015: REFUNDING BOND RESOLUTION OF THE TOWN OF SOUTHOLD, NEW YORK, ADOPTED MAY 5, 2015, AUTHORIZING THE REFUNDING OF CERTAIN OUTSTANDING SERIAL BONDS OF SAID. TOWN, STATING THE PLAN OF REFUNDING, APPROPRIATING AN AMOUNT NOT TO EXCEED $12,000,000 FOR SUCH PURPOSE, AUTHORIZING THE ISSUANCE OF REFUNDING BONDS IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED $12,000,000 TO FINANCE SAID APPROPRIATION, AND MAKING CERTAIN OTHER DETERMINATIONS RELATIVE THERETO Recitals WHEREAS, the Town of Southold, in the County of Suffolk, New York (herein called the "Town"), has heretofore issued on March 8, 2005 its $3,000,000 Fishers Island Ferry District Serial Bonds -2005 (the "2005 Bonds"), which are currently outstanding in the principal amount of $1,200,000 (the "Outstanding 2005 Bonds"), which mature on September 1 in each of the years and in the principal amounts and bear interest payable semiannually on September 1 in each year to maturity, as follows: Year of Principal Interest Rate Maturity Amount 2016 $200,000 3.75% 2017 200,000 3.75 2018 200,000 3.75 2019 200,000 3.80 2020 $200,000 3.80% 2021 200,000 4.00 WHEREAS, the 2005 Bonds maturing on or after September 1, 2015 are subject to redemption prior to maturity, at the option of the Town, on any date on or after September 1, 2014 in whole or in part, and if in part in any order of their maturity and in any amount within a maturity (selected by lot within a maturity), at the redemption price of 100% of the par amount of the 2005 to be redeemed, plus accrued interest to the date of redemption; and WHEREAS, the Town has heretofore issued on April 19, 2007 its $14,650,000 Public Improvement Serial Bonds -2007 (the 2007 Bonds"), which are currently outstanding in the principal amount of $8,975,000 (the "Outstanding 2007 Bonds" and together with the Generated May 5, 2015 Page 39 Southold Town Board - Letter Board Meeting of Outstanding 2005 Bonds, the "Outstanding Bonds"), which mature on April 15 ii years and in the principal amounts and bear interest payable semiannually on Octob year to maturity, as follows: Year of Principal Interest Rate Maturity Amount 2017 $675,000 4.25% 2018 675,000 4.25 2019 675,000 4.25 2020 675,000 4.25 2021 675,000 4.25 2022 675,000 4.25 2023 725,000 4.25 2024 725,000 4.25 2025 725,000 4.25 2026 550,000 4.25 2027 550,000 4.25 2028 550,000 4.25 2029 550,000 4.25 2030 550,000 4.25 WHEREAS, the 2007 Bonds maturing on or after April 15, 2018 redemption prior to maturity, at the option of the Town, on any date on or after Al whole or in part, and if in part in any order of their maturity and in any amount wi (selected by lot within a maturity), at the redemption price of 100% of the par 2007 Bonds to be redeemed, plus accrued interest to the date of redemption; and WHEREAS, Sections 90.00 and 90.10 of the Local Finance Lai Chapter 33-a of the Consolidated Laws of the State of New York (herein calk authorize the Town to refund all or a portion of the outstanding unredeemed m; Outstanding Bonds by the issuance of new bonds, the issuance of which will re value debt service savings for the Town, and the Town Board has determined advantageous to refund all or a portion of the Outstanding Bonds; and WHEREAS, in order effectuate the refunding, it is now necessar: Refunding Bond Resolution; NOW, THEREFORE, be it RESOLVED BY THE TOWN BOARD OF THE TOWN OF SOU' YORK (by the favorable vote of at least two-thirds of all the members of said To, FOLLOWS: Section 1. In this resolution, the following definitions apply, unl meaning clearly appears from the context: (a) "Bond To Be Refunded" or "Bonds To Be Refunded" means all of the aggregate Outstanding Bonds, as shall be determined with Section 8 hereof. (b) "Escrow Contract" means the contract to be entered into by ar Town and the Escrow Holder pursuant to Section 10 hereof. s 4ay 5, 2015 each of the - 15 in each subject to 15, 2017 in i a maturity ount of the constituting the "Law"), irities of the It in present it it may be to adopt this DLD, NEW Board), AS a different any portion accordance between the Generated May 5, 2015 1 Page 40 4 Southold Town Board - Letter Board Meeting of May 5, 2015 (c) "Escrow Holder" means the bank or trust company designated as such pursuant to Section 10 hereof. (d) "Outstanding Bonds" shall mean the outstanding unredeemed maturities of the 2005 Bonds and 2007 Bonds. (e) "Present Value Savings" means the dollar savings which result from the issuance of the Refunding Bonds computed by discounting the principal and interest payments on both the Refunding Bonds and the Bonds To Be Refunded from the respective maturities thereof to the date of issue of the Refunding Bonds at a rate equal to the effective interest cost of the Refunding Bonds. The effective interest cost of the Refunding Bonds shall be that rate which is arrived at by doubling the semi-annual interest rate (compounded semi-annually) necessary to discount the debt service payments on the Refunding Bonds from the maturity dates thereof to the date of issue of the Refunding Bonds and to the agreed upon price including estimated accrued interest. (f) "Redemption Dates" mean September 1, 2014 and any date thereafter with respect to the 2005 Bonds and April 15, 2017 and any date thereafter with respect to the 2007 Bonds, as shall be determined by the Supervisor in accordance with Section 8. (g) "Refunding Bond" or "Refunding Bonds" means all or a portion of the $12,000,000 Refunding Serial Bonds -2015 of the Town of Southold, authorized to be issued pursuant to Section 2 hereof. (h) "Refunding Bond Amount Limitation" means an amount of Refunding Bonds which does not exceed the principal amount of Bonds To Be Refunded plus the aggregate amount of unmatured interest payable on such Bonds To Be Refunded, to and including the applicable Redemption Date, plus redemption premiums payable on such Bonds To Be Refunded as of such Redemption Date, as hereinabove referred to in the Recitals hereof, plus costs and expenses incidental to the issuance of the Refunding Bonds including the development of the Refunding Financial Plan, and of executing and performing the terms and conditions of the Escrow Contract and all fees. and charges of the Escrow Holder as referred to in Section 10 hereof. Section 2. The Town Board of the Town (herein called the "Town Board"), hereby authorizes the refunding of the Bonds To Be Refunded, and appropriates an amount not to exceed $12,000,000 to accomplish such refunding. The plan of financing said appropriation includes the issuance of the Refunding Bonds in the principal amount of not to exceed $12,000,000 and the levy and collection of a tax upon all the taxable real property within the Town to pay the principal of and interest on said Refunding Bonds as the same shall become due and payable. Bonds of the Town in the maximum principal amount of $12,000,000 and designated substantially as "REFUNDING SERIAL BONDS -2015" are hereby authorized to be issued pursuant to the provisions of the Law. The proposed financial plan for the refunding in the form attached hereto as Exhibit A (the "Refunding Financial Plan") prepared for the Town by its Financial Advisor, Munistat Services, Inc., and hereby accepted and approved, includes the deposit of all the proceeds of said Refunding Bonds with an Escrow Holder pursuant to an Escrow Contract as authorized in Section 10 hereof, the payment of all costs incurred by the Generated May 5; 2015 Page 41 a Southold Town Board - Letter Board Meeting of May 5, 2015 Town in connection with said refunding from such proceeds and, to the extent equired, the investment of a portion of such proceeds by the Escrow Holder in certain oblig tions. The principal of and interest on such investments, together with the balance of such pr ceeds to be held uninvested, if any, shall be sufficient to pay (i) the principal of and interest on t e Bonds To Be Refunded becoming due and payable on and prior to each applicable Redemption Date and (ii) the principal of and premium on the Bonds To Be Refunded which are to e called for redemption prior to maturity on any such Redemption Date. Section 3. The Bonds To Be Refunded referred to in Section 1 here f are all or a portion of the Outstanding Bonds issued pursuant to various bond resolutions dul adopted by the Town Board on their respective dates, authorizing the issuance of bonds of e Town to finance various purposes of the Town. In accordance with the Refunding Finan ial Plan, the Refunding Bonds authorized in the aggregate principal amount of not to exceed $12,000,000 shall mature in amounts and at dates to be determined. The Supervisor, the chief fis al officer of the .Town, is hereby authorized to approve all details of the Refunding Finan ial Plan not contained herein. Section 4. The issuance of the Refunding Bonds will not exceed t e Refunding Bond Amount Limitation. The Refunding Bonds shall mature not later than t e maximum period of probable usefulness ("PPU") permitted by law at the time of original is uance of the Bonds to be Refunded, as set forth in Exhibit B annexed hereto and hereby made part hereof, for the objects or purposes financed with the proceeds of the Bonds to be Refunded, commencing at the date of issuance of the first bond or bond anticipation note issued in anticipati n of the sale of such bonds. Section 5: The aggregate amount of estimated Present Value Savin s is set forth in the proposed Refunding Financial Plan attached hereto as Exhibit A, computed n accordance with subdivision two of paragraph b of Section 90.10 of the Law. Said Refunding inancial Plan has been prepared based upon the assumption that the Refunding Bonds will be issued in the aggregate principal amount, and will mature, be of such terms and bear such inter st as set forth therein. The Town Board recognizes that the principal amount of the Refundi g Bonds, the maturities, terms and interest rates, the provisions, if any, for the redemption th reof prior to maturity, and whether or not any or all of the Refunding Bonds will be insured, an the resulting present value savings, may vary from such assumptions and that the Refunding inancial Plan may vary from that attached hereto as Exhibit A. Section 6. The Refunding Bonds may be sold at public or private sa e. (a) If the Bonds are sold at private sale, the Supervisor, as the chie fiscal officer of the Town, is hereby authorized to execute a purchase contract on behalf of the Town for the sale of said Refunding Bonds, provided that the terms and conditions of such sale shall be approved by the State Comptroller. (b) In the event that the Refunding Bonds are sold at public sa e pursuant to Section 57.00 of the Law, the Supervisor is hereby authorized and direct to p pare or have prepared a Notice of Sale, a summary of which shall be published at least one in (a) "THE BOND BUYER," published in the City of New York and (b) the official news aper(s) of the Town having general circulation within said Town, not less than five (5) nor in re than thirty (30) days prior to the date of said sale. A copy of such notice shall be sent not les than eight (8) nor more than thirty (30) days prior to the date of said sale to (1) the State Compt oller, Albany, New York 12236; (2) at least two banks or trust companies having a place of usiness in the Generated May 5, 2015 1 Page 42 I. Southold Town Board - Letter Board Meeting of May 5, 2015 county in which the Town is located, or, if only one bank is located in such County, then to such bank and to at least two banks or trust companies having a place of business in an adjoining county; (3) "THE BOND BUYER," 1 State Street Plaza, New York, New York 10004; and (4) at least 10 bond dealers. (c) Prior to the issuance of the Refunding Bonds, the Supervisor shall file with the Town Board all requisite certifications, including a certificate approved by the State Comptroller setting forth the Present Value Savings to the Town resulting from the issuance of the Refunding Bonds. In connection with such sale, the Town authorizes the preparation of an Official Statement and approves its use in connection with such sale, and further consents to the distribution of a Preliminary Official Statement prior to the date said Official Statement is distributed. The Supervisor is hereby further authorized and directed to take any and all actions necessary to accomplish said refunding, and to execute any contracts and agreements for the purchase of and payment for services rendered or to be rendered to the Town in connection with said refunding, including the preparation of the Refunding Financial Plan referred to in Section 2 hereof. Section 7. Each of the Refunding Bonds authorized by this resolution shall contain the recital of validity prescribed by Section 52.00 of the Law and said Refunding 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 Refunding Bonds and provision shall be made annually in the budget of the Town for (a) the amortization and redemption of the Refunding Bonds to mature in such year and (b) the payment of interest to be due and payable in such year. Section 8. Subject to the provisions of this resolution and of the Law, and pursuant to the provisions of Section 21.00 of the Law with respect to the issuance of bonds having substantially level or declining annual debt service, and Sections 50.00, 56.00 to 60.00, 90.00, 90.10 and 168.00 of the Law, the powers and duties of the Town Board relative to determining the amount of Bonds To Be Refunded, prescribing the terms, form and contents and as to the sale and issuance of the Refunding Bonds, and executing an arbitrage certificate relative thereto, and as to executing the Escrow Contract described in Section 10, the Official Statement referred to - in Section 6 and any contracts for credit enhancements in connection with the issuance of the Refunding Bonds and any other certificates and agreements, as to making elections to call in and redeem all or a portion of the Bonds to be Refunded, and as to any determinations relating to the investment of the proceeds of the Refunding Bonds, are hereby delegated to the Supervisor, the chief fiscal officer of the Town. Section 9. The validity of the Refunding Bonds authorized by this resolution 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 after the date of such publication, or Generated May 5, 2015 Page 43 A Southold Town Board - Letter Board Meeting of lay 5, 2015 (c) such obligations are authorized in violation of the provi ions of the constitution. Section 10. Prior to the issuance of the Refunding Bonds, the Town all contract with a bank or trust company located and authorized to do business in New York tate, for the purpose of having such bank or trust company act as the Escrow Holder of t e proceeds, inclusive of any premium from the sale of the Refunding Bonds, together wit all income derived from the investment of such proceeds. Such Escrow Contract shall contai such terms and conditions as shall be necessary in order to accomplish the Refunding Fi ancial Plan, including provisions authorizing the Escrow Holder, without further authorization or direction from the Town, except as otherwise provided therein, (a) to make all required ayments of principal, interest and redemption premiums to the appropriate paying agent with espect to the Bonds To Be Refunded, (b) to pay costs and expenses incidental to the issuance of e Refunding Bonds, including the development of the Refunding Financial Plan, and costs d expenses relating to the execution and performance of the terms and conditions of the Esc ow Contract and all of its fees and charges as the Escrow Holder, (c) at the appropriate time or times to cause to be given on behalf of the Town the notice of redemption authorized to be give pursuant to Section 13 hereof, and (d) to invest the monies held by it consistent with the pro isions of the Refunding Financial Plan. The Escrow Contract shall be irrevocable and shal constitute, a covenant with the holders of the Refunding Bonds. Section 11. The proceeds, inclusive of any premium, from th sale of the Refunding Bonds, immediately upon receipt shall be placed in escrow by the T, wn with the Escrow Holder in accordance with the Escrow Contract. All moneys held by the E crow Holder, if invested, shall be invested only in direct obligations of the United States of AI merica or in obligations the principal of and interest on which are unconditionally guaranteed y the United States of America, which obligations shall mature or be subject to redemption at th option of the holder thereof not later than the respective dates when such moneys will be req ired to make payments in accordance with the Refunding Financial Plan. Any such moneys re aining in the custody of the Escrow Holder after the full execution of the Escrow Contract shall e returned to the Town and shall be applied by the Town only to the payment of the principal o or interest on the Refunding Bonds then outstanding. Section 12. That portion of such proceeds from the sale of the Re 'nding Bonds, together with interest earned thereon, which shall be required for the payment of t e principal of and interest on the Bonds To Be Refunded, including any redemption premiums, 'n accordance with the Refunding Financial Plan, shall be irrevocably committed and pledged to such purpose and the holders of the Bonds To Be Refunded shall have a lien upon such moneys and the investments thereof held by the Escrow Holder. All interest earned from the inve tment of such moneys which is not required for such payment of principal of and interest on the Bonds To Be Refunded shall be irrevocably committed and pledged to the payment of the pr ncipal of and interest on the Refunding Bonds, or such portion or series thereof as shall be r quired by the Refunding Financial Plan, and the holders of such Refunding Bonds shall have a ien upon such moneys held by the Escrow Holder. The pledges and liens provided for herei shall become valid and binding upon the issuance of the Refunding Bonds and the moneys a d investments held by the Escrow Holder shall immediately be subject thereto without any fu her act. Such pledges and liens shall be valid and binding against all parties having claims of a y kind in tort, contract or otherwise against the Town irrespective of whether such parties have otice thereof. Generated May 5, 2015 Page 44 ti Southold Town Board - Letter Board Meeting of May 5, 2015 Neither this resolution, the Escrow Contract, nor any other instrument relating to such pledges and liens, need be filed or recorded. Section 13. In accordance with the provisions of Section 53.00 and of paragraph h of Section 90.10 of the Law, the Town Board hereby elects to call in and redeem all or a portion of the Bonds To Be Refunded which are subject to prior redemption according to their terms on the Redemption Date, as shall be determined by the Supervisor in accordance with Section 8 hereof. The sum to be paid therefor on the applicable Redemption Date shall be the par value thereof, the accrued interest to such Redemption Date and the redemption premiums, if any. The Escrow Holder is hereby authorized and directed to cause a notice of such call for redemption to be given in the name of the Town by mailing such notice at least thirty days prior to such Redemption Date, and in accordance with the terms appearing in the Bonds to be Refunded, to the registered holders of the Bonds To Be Refunded which are to be called in and redeemed. Upon the issuance of the Refunding Bonds, the election to call in and redeem the Bonds To Be Refunded which are to be called in and redeemed in accordance herewith and the direction to the Escrow Holder to cause notice thereof to be given as provided in this Section shall become irrevocable and the provisions of this Section shall constitute a covenant with the holders, from time to time, of the Refunding Bonds, provided that this Section may be amended from time to time as may be necessary to comply with the publication requirements of paragraph a of Section 53.00 of the Law, as the same may be amended from time to time. Section 14. This bond resolution shall take effect immediately, and the Town Clerk is hereby authorized and directed to publish the foregoing resolution, in summary, together with a Notice attached in substantially the form prescribed by Section 81.00 of the Law in "The Suffolk Times," a newspaper having general circulation in the Town and hereby designated the official newspaper of said Town for such publication. EXHIBIT A PROPOSED REFUNDING FINANCIAL PLAN EXHIBIT B PERIODS OF PROBABLE USEFULNESS (2005 Bonds) Purpose Construction of a new and expanded ferry terminal for the Fishers Island Ferry District Purpose Open Space Preservation Generated May 5, 2015 (2007 Bonds) Period of Probable Usefulness Years 20 Period of Prohnbl a Usefulness Years 30 Page 45 Southold Town Board - Letter Board Meeting of May 5, 2015 Open Space Preservation Open Space Preservation Open Space Preservation Solid Waste Management District -Land Acquisition Payment of Settled Claim Solid Waste Management District -Transfer Station Acquisition of Excavator Acquisition of Tractor -Mower Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: James Dinizio Jr, Councilman SECONDER: Jill Doherty, Councilwoman AYES: Ghosio, Dinizio Jr, Ruland, Doherty, Evans, Russell 30 30 30 10 5 25 15 15 Generated May 5, 2015 1 Page 46 EXTRACT OF MINUTES Meeting of the Town Board of the Town of Southold, in the County of Suffolk, New York May 5, 2015 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 May 5, 2015. There were present: Scott A. Russell, Supervisor; and Board Members: Councilman James Dinizio, Jr. Councilwoman Jill Doherty Councilman Robert Ghosio Councilman William Ruland Justice Louisa Evans There were absent: None Also present: Elizabeth A. Neville, Town Clerk William Duffy, Town Attorney Councilman James Dinizio, Jr. offered the following resolution and moved its adoption: REFUNDING BOND RESOLUTION OF THE TOWN OF SOUTHOLD, NEW YORK, ADOPTED MAY 5, 2015, AUTHORIZING THE REFUNDING OF CERTAIN OUTSTANDING SERIAL BONDS OF SAID TOWN, STATING THE PLAN OF REFUNDING, APPROPRIATING AN AMOUNT NOT TO EXCEED $12,000,000 FOR SUCH PURPOSE, AUTHORIZING THE ISSUANCE OF REFUNDING BONDS IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED $12,000,000 TO FINANCE SAID APPROPRIATION, AND MAKING CERTAIN OTHER DETERMINATIONS RELATIVE THERETO Raritalc WHEREAS, the Town of Southold, in the County of Suffolk, New York (herein called the "Town"), has heretofore issued on March 8, 2005 its $3,000,000 Fishers Island Ferry District Serial Bonds -2005 (the "2005 Bonds"), which are currently outstanding in the principal amount of $1,200,000 (the "Outstanding 2005 Bonds"), which mature on September 1 in each of the years and in the principal amounts and bear interest payable semiannually on September 1 in each year to maturity, as follows: Year of ' Principal Interest Maturity Amount Rate 2016 $200,000 3.75% 2017 200,000 3.75 2018 200,000 3.75 2019 200,000 3.80 2020 $200,000 3.80% 2021 200,000 4.00 WHEREAS, the 2005 Bonds maturing on or after September 1, 2015 are subject to redemption prior to maturity, at the option of the Town, on any date on or after September 1, 2014 in whole or in part, and if in part in any order of their maturity and in any amount within a maturity (selected by lot within a maturity), at the redemption price of 100% of the par amount of the 2005 to be redeemed, plus accrued interest to the date of redemption; and WHEREAS, the Town has heretofore issued on April 19, 2007 its $14,650,000 Public Improvement Serial Bonds -2007 (the "2007 Bonds"), which are currently outstanding in the principal amount of $8,975,000 (the "Outstanding 2007 Bonds" and together with the Outstanding 2005 Bonds, the "Outstanding Bonds"), which mature on April 15 in each of the years and in the principal amounts and bear interest payable semiannually on October 15 in each year to maturity, as follows: Year of Principal Interest Maturity Amount Rate 2017 $675,000 4.25% 2018 675,000 4.25 2019 675,000 4.25 2020 675,000 4.25 2021 675,000 4.25 2022 675,000 4.25 2023 725,000 4.25 2024 725,000 4.25 2025 725,000 4.25 2026 550,000 4.25 2027 550,000 4.25 2028 550,000 4.25 2029 550,000 4.25 2030 550,000 4.25 WHEREAS, the 2007 Bonds maturing on or after April 15, 2018 are subject to redemption prior to maturity, at the option of the Town, on any date on or after April 15, 2017 in whole or in part, and if in part in any order of their maturity and in any amount within a maturity (selected by lot within a maturity), at the redemption price of 100% of the par amount of the 2007 Bonds to be redeemed, plus accrued interest to the date of redemption; and WHEREAS, Sections 90.00 and 90.10 of the Local Finance Law, constituting Chapter 33-a of the Consolidated Laws of the State of New York (herein called the "Law"), authorize the Town to refund all or a portion of the outstanding unredeemed maturities of the Outstanding Bonds by the issuance of new bonds, the issuance of which will result in present value debt service savings for the Town, and the Town Board has determined that it may be advantageous to refund all or a portion of the Outstanding Bonds; and WHEREAS, in order effectuate the refunding, it is now necessary to adopt this Refunding Bond Resolution; NOW, THEREFORE, be it RESOLVED BY THE TOWN BOARD OF THE TOWN OF SOUTHOLD, NEW YORK (by the favorable vote of at least two-thirds of all the members of said Town Board), AS FOLLOWS: Section 1. In this resolution, the following definitions apply, unless a different meaning clearly appears from the context: (a) "Bond To Be Refunded" or "Bonds To Be Refunded" means all or any portion of the aggregate Outstanding Bonds, as shall be determined in accordance with Section 8 hereof. (b) "Escrow Contract" means the contract to be entered into by and between the Town and the Escrow Holder pursuant to Section 10 hereof. (c) "Escrow Holder" means the bank or trust company designated as such pursuant to Section 10 hereof. (d) "Outstanding Bonds" shall mean the outstanding unredeemed maturities of the 2005 Bonds and 2007 Bonds. (e) "Present Value Savings" means the dollar savings which result from the issuance of the Refunding Bonds computed by discounting the principal and interest payments on both the Refunding Bonds and the Bonds To Be Refunded from the respective maturities thereof to the date of issue of the Refunding Bonds at a rate equal to the effective interest cost of the Refunding Bonds. The effective interest cost of the Refunding Bonds shall be that rate which is arrived at by doubling the semi-annual interest rate (compounded semi-annually) necessary to discount the debt service payments on the Refunding Bonds from the maturity dates thereof to the date of issue of the Refunding Bonds and to the agreed upon price including estimated accrued interest. (f) "Redemption Dates" mean September 1, 2014 and any date thereafter with respect to the 2005 Bonds and April 15, 2017 and any date thereafter with respect to the 2007 Bonds, as shall be determined by the Supervisor in accordance with Section 8. (g) "Refunding Bond" or "Refunding Bonds" means all or a portion of the $12,000,000 Refunding Serial Bonds -2015 of the Town of Southold, authorized to be issued pursuant to Section 2 hereof. (h) "Refunding Bond Amount Limitation" means an amount of Refunding Bonds which does not exceed the principal amount of Bonds To Be Refunded plus the aggregate amount of unmatured interest payable on such Bonds To Be Refunded, to and including the applicable Redemption Date, plus redemption premiums payable on such Bonds To Be Refunded as of such Redemption Date, as hereinabove referred to in the Recitals hereof, plus costs and expenses incidental to the issuance of the Refunding Bonds including the development of the Refunding Financial Plan, and of executing and performing the terms and conditions of the Escrow Contract and all fees and charges of the Escrow Holder as referred to in Section 10 hereof. Section 2. The Town Board of the Town (herein called the "Town Board"), hereby authorizes the refunding of the Bonds To Be Refunded, and appropriates an amount not to exceed $12,000,000 to accomplish such refunding. The plan of financing said appropriation includes the issuance of the Refunding Bonds in the principal amount of not to exceed $12,000,000 and the levy and collection of a tax upon all the taxable real property within the Town to pay the principal of and interest on said Refunding Bonds as the same shall become due and payable. Bonds of the Town in the maximum principal amount of $12,000,000 and designated substantially as "REFUNDING SERIAL BONDS -2015" are hereby authorized to be issued pursuant to the provisions of the Law. The proposed financial plan for the refunding in the form attached hereto as Exhibit A (the "Refunding Financial Plan") prepared for the Town by its Financial Advisor, Munistat Services, Inc., and hereby accepted and approved, includes the deposit of all the proceeds of said Refunding Bonds with an Escrow Holder pursuant to an Escrow Contract as authorized in Section 10 hereof, the payment of all costs incurred by the Town in connection with said refunding from such proceeds and, to the extent required, the investment of a portion of such proceeds by the Escrow Holder in certain obligations. The principal of and interest on such investments, together with the balance of such proceeds to be held uninvested, if any, shall be sufficient to pay (i) the principal of and interest,on the Bonds To Be Refunded becoming due and payable on and prior to each applicable Redemption Date and (ii) the principal of and premium on the Bonds To Be Refunded which are to be called for redemption prior to maturity on any such Redemption Date, Section 3. The Bonds To Be Refunded referred to in Section 1 hereof are all or a portion of the Outstanding Bonds issued pursuant to various bond resolutions duly adopted by the Town Board on their respective dates, authorizing the issuance of bonds of the Town to finance various purposes of the Town. In accordance with the Refunding Financial Plan, the Refunding Bonds authorized in the aggregate principal amount of not to exceed $12,000,000 shall mature in amounts and at dates to be determined. The Supervisor, the chief fiscal officer of the Town, is hereby authorized to approve all details of the Refunding Financial Plan not contained herein. Section 4. The issuance of the Refunding Bonds will not exceed the Refunding Bond Amount Limitation. The Refunding Bonds shall mature not later than the maximum period of probable usefulness ("PPU") permitted by law at the time of original issuance of the Bonds to be Refunded, as set forth in Exhibit B annexed hereto and hereby made a part hereof, for the objects or purposes financed with the proceeds of the Bonds to be Refunded, commencing at the date of issuance of the first bond or bond anticipation note issued in anticipation of the sale of such bonds. Section 5. The aggregate amount of estimated Present Value Savings is set forth in the proposed Refunding Financial Plan attached hereto as Exhibit A, computed in accordance with subdivision two of paragraph b of Section 90.10 of the Law. Said Refunding Financial Plan has been prepared based upon the assumption that the Refunding Bonds will be issued- in the aggregate principal amount, and will mature, be of such terms and bear such interest as set forth therein. The Town Board recognizes that the principal amount of the Refunding Bonds, the maturities, terms and interest rates, the provisions, if any, for the redemption thereof prior to maturity, and whether or not any or all of the Refunding Bonds will be insured, and the resulting present value savings, may vary from such assumptions and that the Refunding Financial Plan may vary from that attached hereto as Exhibit A. Section 6. The Refunding Bonds may be sold at public or private sale. (a) If the Bonds are sold at private sale, the Supervisor, as the chief fiscal officer of the Town, is hereby authorized to execute a purchase contract on behalf of the Town for the sale of said Refunding Bonds, provided that the terms and conditions of such sale shall be approved by the State Comptroller. (b) In the event that the Refunding Bonds are sold at public sale pursuant to Section 57.00 of the Law, the Supervisor is hereby authorized and direct to prepare or have prepared a Notice of Sale, a summary of which shall be published at least once in (a) "THE BOND BUYER," published in the City of New York and (b) the official newspaper(s) of the Town having general circulation within said Town, not less than five (5) nor more than thirty (30) days prior to the date of said sale. A copy of such notice shall be sent not less than eight (8) nor more than thirty (30) days prior to the date of said sale to (1) the State Comptroller, Albany, New York 12236; (2) at least two banks or trust companies having a place of business in the county in which the Town is located, or, if only one bank is located in such County, then to such bank and to at least two banks or trust companies having a place of business in an adjoining county; (3) "THE BOND BUYER," 1 State Street Plaza, New York, New York 10004; and (4) at least 10 bond dealers. (c) Prior to the issuance of the Refunding Bonds, the Supervisor shall file with the Town Board all requisite certifications, including a certificate approved by the State Comptroller setting forth the Present Value Savings to the Town resulting from the issuance of the Refunding Bonds. In connection with such sale, the Town authorizes the preparation of an Official Statement and approves its use in connection with such sale, and further consents to the distribution of a Preliminary Official Statement prior to the date said Official Statement is distributed. The Supervisor is hereby further authorized and directed to take any and all actions necessary to accomplish said refunding, and to execute any contracts and agreements for the purchase of and payment for services rendered or to be rendered to the Town in connection with said refunding, including the preparation of the Refunding Financial Plan referred to in Section 2 hereof. Section 7. Each of the Refunding Bonds authorized by this resolution shall contain the recital of validity prescribed by Section 52.00 of the Law and said Refunding 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 Refunding Bonds and provision shall be made annually in the budget of the Town for (a) the amortization and redemption of the Refunding Bonds to mature in such year and (b) the payment of interest to be due and payable in such year. Section 8. Subject to the provisions of this resolution and of the Law, and pursuant to the provisions of Section 21.00 of the Law with respect to the issuance of bonds having substantially level or declining annual debt service, and Sections 50.00, 56.00 to 60.00, 90.00, 90.10 and 168.00 of the Law, the powers and duties of the Town Board relative to determining the amount of Bonds To Be Refunded, prescribing the terms, form and contents and as to the sale and issuance of the Refunding Bonds, and executing an arbitrage certificate relative thereto, and as to executing the Escrow Contract described in Section 10, the Official Statement referred to in Section 6 and any contracts for credit enhancements in connection with the issuance of the Refunding Bonds and any other certificates and agreements, as to making elections to call in and redeem all or a portion of the Bonds to be Refunded, and as to any determinations relating to the investment of the proceeds of the Refunding Bonds, are hereby delegated to the Supervisor, the chief fiscal officer of the Town. Section 9. The validity of the Refunding Bonds authorized by this resolution 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 after the date of such publication, or (c) such obligations are authorized in violation of the provisions of the constitution. Section 10. Prior to the issuance of the Refunding Bonds, the Town shall contract with a bank or trust company located and authorized to do business in New York State, for the purpose of having such bank or trust company act as the Escrow Holder of the proceeds, inclusive of any premium from the sale of the Refunding Bonds, together with all income derived from the investment of such proceeds. Such Escrow Contract shall contain such terms and conditions as shall be necessary in order to accomplish the Refunding Financial Plan, including provisions authorizing the Escrow Holder, without further authorization or direction from the Town, except as otherwise provided therein, (a) to make all required payments of principal, interest and redemption premiums to the appropriate paying agent with respect to the Bonds To Be Refunded, (b) to pay costs and expenses incidental to the issuance of the Refunding Bonds, including the development of the Refunding Financial Plan, and costs and expenses relating to the execution and performance of the terms and conditions of the Escrow Contract and all of its fees and charges as the Escrow Holder, (c) at the appropriate time or times to cause to be given on behalf of the Town the notice of redemption authorized to be given pursuant to Section 13 hereof, and (d) to invest the monies held by it consistent with the provisions of the Refunding Financial Plan. The Escrow Contract shall be irrevocable and shall constitute a covenant with the holders of the Refunding Bonds. Section 11. The proceeds, inclusive of any premium, from the sale of the Refunding Bonds, immediately upon receipt shall be placed in escrow by the Town with the Escrow Holder in accordance with the Escrow Contract. All moneys held by the Escrow Holder, if invested, shall be invested only in direct obligations of the United States of America or in obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, which obligations shall mature or be subject to redemption at the option of the holder thereof not later than the respective dates when such moneys will be required to make payments in accordance with the Refunding Financial Plan. Any such moneys remaining in the custody of the Escrow Holder after the full execution of the Escrow Contract shall be returned to the Town and shall be applied by the Town only to the payment of the principal of or interest on the Refunding Bonds then outstanding. Section 12. That portion of such proceeds from the sale of the Refunding Bonds, together with interest earned thereon, which shall be required for the payment of the principal of and interest on the Bonds To Be Refunded, including any redemption premiums, in accordance with the Refunding Financial Plan, shall be irrevocably committed and pledged to such purpose and the holders of the Bonds To Be Refunded shall have a lien upon such moneys and the investments thereof held by the Escrow Holder. All interest earned from the investment of such moneys which is not required for such payment of principal of and interest on the Bonds To Be Refunded shall be irrevocably committed and pledged to the payment of the principal of and interest on the Refunding Bonds, or such portion or series thereof as shall be required by the Refunding Financial Plan, and the holders of such Refunding Bonds shall have a lien upon such moneys held by the Escrow Holder. The pledges and liens provided for herein shall become valid and binding upon the issuance of the Refunding Bonds and the moneys and investments held by the Escrow Holder shall immediately be subject,thereto without any further act. Such pledges and liens shall be valid and binding against all parties having claims of any kind in tort, contract or otherwise against the Town irrespective of whether such parties have notice thereof. Neither this resolution, the Escrow Contract, nor any other instrument relating to such pledges and liens, need be filed or recorded. Section 13. In accordance with the provisions of Section 53.00 and of paragraph h of Section 90.10 of the Law, the Town Board hereby elects to call in and redeem all or a portion of the Bonds To Be Refunded which are subject to prior redemption according to their terms on the Redemption Date, as shall be determined by the Supervisor in accordance with Section 8 hereof. The sum to be paid therefor on the applicable Redemption Date shall be the par value thereof, the accrued interest to such Redemption Date and the redemption premiums, if any. The Escrow Holder is hereby authorized and directed to cause a notice of such call for redemption to be given in the name of the Town by mailing such notice at least thirty days prior to such Redemption Date, and in accordance with the terms appearing in the Bonds to be Refunded, to the registered holders of the Bonds To Be Refunded which are to be called in and redeemed. Upon the issuance of the Refunding Bonds, the election to call in and redeem the Bonds To Be Refunded which are to be called in and redeemed in accordance herewith and the direction to the Escrow Holder to cause notice thereof to be given as provided in this Section shall become irrevocable and the provisions of this Section shall constitute a covenant with the holders, from time to time, of the Refunding Bonds, provided that this Section may be amended from time to time as may be necessary to comply with the publication requirements of paragraph a of Section 53.00 of the Law, as the same may be amended from time to time. Section 14. This bond resolution shall take effect immediately, and the Town Clerk is hereby authorized and directed to publish the foregoing resolution, in summary, together with a Notice attached in substantially the form prescribed by Section 81.00 of the Law in "The Suffolk Times," a newspaper having 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 Councilwoman Jill Doherty and duly put to a vote on roll call, which resulted as follows: AYES: Scott A. Russell, Supervisor Councilman James Dinizio, Jr. Councilwoman Jill Doherty Councilman Robert Ghosio Councilman William Ruland Justice Louisa Evans NOES: None The resolution was declared adopted. CERTIFICATE I, ELIZABETH A. NEVILLE, Town Clerk of the Town of Southold, in the County of Suffolk, New York, HEREBY CERTIFY that the foregoing annexed extract of the minutes of a meeting of the Town Board of said Town of Southold duly called and held on May 5, 2015, 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 this 5th day of May, 2015. (SEAL) Town Clerk NOTICE The resolution, a summary of which is published herewith, has been adopted on May 5, 2015 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. BY ORDER OF THE TOWN BOARD OF THE TOWN OF SOUTHOLD DATED: May 5, 2015 Southold, New York Elizabeth A. Neville Town Clerk REFUNDING BOND RESOLUTION OF THE TOWN OF SOUTHOLD, NEW YORK, ADOPTED MAY 5, 2015, AUTHORIZING THE REFUNDING OF CERTAIN OUTSTANDING SERIAL BONDS OF SAID TOWN, STATING THE PLAN OF REFUNDING, APPROPRIATING AN AMOUNT NOT TO EXCEED $12,000,000 FOR SUCH PURPOSE, AUTHORIZING THE ISSUANCE OF REFUNDING BONDS IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED $12,000,000 TO FINANCE SAID APPROPRIATION, AND MAKING CERTAIN OTHER DETERMINATIONS RELATIVE THERETO The object or purpose is to refund all or a portion of certain outstanding serial bonds of the Town issued in 2005 and 2007 for various purposes. The periods of probable usefulness of the objects or purposes for which the bonds to be refunded were issued consist of various periods ranging from 5 years to 30 years, commencing on the date of original issuance of the first bonds or bond anticipation notes issued for the respective objects or purposes for which the outstanding bonds were issued. The maximum amount of obligations authorized to be issued is $12,000,000. A complete copy of the Bond Resolution summarized above shall be available for public inspection during normal business hours at the office of the Town Clerk, Town Hall, 53095 Main Road, Southold,.New York. Please publish in the May 14, 2015 edition of the Suffolk Times and forward three 3 affidavits of publication to the Southold Town Clerks Office. Copies To The Following: Town Attorney Town Board Comptroller Bond Council Bond File Town Clerk Bulletin Board STATE OF NEW YORK) SS: COUNTY OF SUFFOLK) ELIZABETH A. NEVILLE, Town Clerk of the Town of Southold, New York being duly sworn, says that on the 11th day of May , 2015, she affixed a notice of which the annexed printed notice is 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. Refunding Bond Elizabeth A. Neville Southold Town Clerk Sworn before me this 11th day of Ma , 2015. Notary Public LYNDA M. RUDDER Wotery Public, State of NewYofk No. 01 RU6020932 Qualified in Suffolk County Commission Expires March S. 2t{j� Rudder, Lynda From: Rudder, Lynda Sent: Monday, May 11, 2015 10:40 AM To: oim@jamesdinizio.com); Beltz, Phillip; Cushman, John; Doherty, Jill; Duffy, Bill; Ghosio, Bob; Kiely, Stephen; Krauza, Lynne; Louisa Evans; Michaelis, Jessica; Reisenberg, Lloyd; Russell, Scott; Standish, Lauren; Tomaszewski, Michelle; Tracey Doubrava (tdoubrava@timesreview.com); William Ruland Subject: for publication 5/14 Attachments: Legal Notice.docx; NOTICE.docx; Street Sweeping sand.doc; Used marine equip.doc; LL Deer Hunting.docx; rentals.docx Tracking: Recipient Delivery Qim@jamesdinizio.com) Beltz, Phillip Delivered: 5/11/2015 10:40 AM Cushman, John Delivered: 5/11/2015 10:40 AM Doherty, Jill Delivered: 5/11/2015 10:40 AM Duffy, Bill Delivered: 5/11/2015 10:40 AM Ghosio, Bob Delivered: 5/11/2015 10:40 AM Kiely, Stephen Delivered: 5/11/2015 10:40 AM Krauza, Lynne Delivered: 5/11/2015 10:40 AM. Louisa Evans Michaelis, Jessica Delivered: 5/11/2015 10:40 AM Reisenberg, Lloyd Delivered: 5/11/2015 10:40 AM Russell, Scott Delivered: 5/11/2015 10:40 AM Standish, Lauren Delivered: 5/11/2015 10:40 AM Tomaszewski, Michelle Delivered: 5/11/2015 10:40 AM Tracey Doubrava (tdoubrava@timesreview.com) William Ruland Please publish the attached in the May 14th edition of the Suffolk Times and the Town Website Lynda M Rudder Deputy Town Clerk Principal Account Clerk Southold "Town Clerk's Office 53095 Main Road, PO Box 1179 Southold, NY 11971 631 /765-1800 ext 210 631/765-6145 1 Rudder, Lynda From: Cerria Torres <ctorres@timesreview.com> Sent: Monday, May 11; 2015 10:45 AM To: Rudder, Lynda Subject: Re: for publication 5/14 1 have scheduled 6 notices to publish in the Suffolk Times on 5/14/15. Thankyou rT,MF—,,c *{'i REVIEW ql P ed`fri r'1 w>,�b " `'F ,. MEDIA GROUP Cerria Orientale Torres Display Ad Coordinator 631.354.8011 (D) ctorres .timesreview.com legals(a-)timesreview.com www.timesreview.com From: <Rudder>, Lynda Rudder <lynda.rudder town.southold.ny.us> Date: Monday, May 11, 2015 10:39 AM To: Jim Dinizio <iim@iamesdinizio.com>, "Beltz, Phillip" <Phillip.Beltz@town.southold.nv.us>, "Cushman, John" <John.Cush man @town.southold.ny. us>, "Doherty, Jill" <fill.doherty@town.southold.nv.us>, "Duffy, Bill" <billd@southoldtownny.gov>, "Ghosio, Bob" <bob.ghosio@town.southold.nv.us>, "Kiely, Stephen" <stephen.kiely@town.southold.ny.us>, "Krauza, Lynne" <lynne.krauza town.southold.nv.us>, Louisa Evans <lpevans06390@l;mail.com>, "Michaelis, Jessica" <iessicam southoldtownny.gov>, "Reisenberg, Lloyd" <Lloyd.Reisenbergtown.southold.nv.us>, "Russell, Scott"<Scott.Russe ll@town.southold.ny. us>, "Standish, Lauren" <Lauren.Standish@town.southold.nv.us>, "Tomaszewski, Michelle"<michellet@town.southold.nv.us>, Times Review <tdoubrava@timesreview.com>, William Ruland <rulandfarm@yahoo.com> Subject: for publication 5/14 Please publish the attached in the May 14`h edition of the Suffolk Times and the Town Website pop/, � / =- Lynda M Rudder Deputy Town Clerk Principal Account Clerk Southold Town Clerk's Office 53095 Main Road, PO Box 1 179 Southold, NY 11971 631 /765-1800 ext 210 631/765-6145 DELAFIELD &WOODLLP (212) 820-9662 May 4, 2015 Town of Southold, New York Refunding Serial Bonds -2015 (Our File Designation: (2615/39654 Mr. John Cushman Town Comptroller Town of Southold 53095 Main Road Southold, New York 11971 Dear John: Pursuant to your request, we have prepared the attached draft Extract of Minutes setting forth the Refunding Bond Resolution for consideration by the Town Board at its meeting scheduled for May 5, 2015. Please note that the Refunding Bond Resolution is to be adopted by at least a two-thirds vote of the entire membership of the Town Board, without taking into account any vacancies on the Board. Therefore, four (4) affirmative votes are required for adoption. We have also attached a summary form of the Refunding Bond Resolution together with the prescribed form of Clerk's statutory notice in readiness for publication in the official newspaper of the Town. As you know, publication of the Refunding Bond Resolution, in summary, together with such statutory form of notice, commences a 20 -day statute of limitations pursuant to the provisions of Section 80.00 et seq. of the Local Finance Law. Kindly obtain and forward to us a certified copy of the Extract of Minutes and an original Affidavit of Publication from the Town's official newspaper, when available. One (1) original copy of the Extract is to be retained by the Town Clerk and a second should be retained in your office. 2453697.1 039654 RS1ND Please ensure that the final proposed Refunding Financial Plan, dated April 15, 2015, is inserted as Exhibit A to the Refunding Bond Resolution, which must appear, or be included by reference, in the Official Minutes of the meeting. With best regards, I remain Very truly yours, Robert P. Smith RPS:msq Enclosures cc: William M. Duffy, Esq., Town Attorney Elizabeth A. Neville, Town Clerk Noah Nadelson, Munistat Services, Inc. 2453697.1 039654 RSIND EXTRACT OF MINUTES Meeting of the Town Board of the Town of Southold, in the County of Suffolk, New York May 5, 2015 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 May 5, 2015. adoption: There were present: Scott A. Russell, Supervisor; and Board Members: There were absent: Also present: Elizabeth A. Neville, Town Clerk offered the following resolution and moved its 2453697.1 039654 RS1ND REFUNDING BOND RESOLUTION OF THE TOWN OF SOUTHOLD, NEW YORK, ADOPTED MAY 5, 2015, AUTHORIZING THE REFUNDING OF CERTAIN OUTSTANDING SERIAL BONDS OF SAID TOWN, STATING THE PLAN OF REFUNDING, APPROPRIATING AN AMOUNT NOT TO EXCEED $12,000,000 FOR SUCH PURPOSE, AUTHORIZING THE ISSUANCE OF REFUNDING BONDS IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED $12,000,000 TO FINANCE SAID APPROPRIATION, AND MAKING CERTAIN OTHER DETERMINATIONS RELATIVE THERETO Recitals WHEREAS, the Town of Southold, in the County of Suffolk, New York (herein called the "Town"), has heretofore issued on March 8, 2005 its $3,000,000 Fishers Island Ferry District Serial Bonds -2005 (the "2005 Bonds"), which are currently outstanding in the principal amount of $1,200,000 (the "Outstanding 2005 Bonds"), which mature on September 1 in each of the years and in the principal amounts and bear interest payable semiannually on September 1 in each year to maturity, as follows: Year of Principal Interest Maturity Amount Rate 2016 $200,000 3.75% 2017 200,000 3.75 2018 200,000 3.75 2019 200,000 3.80 2453697.1 039654 RSIND Year of Principal Interest Maturity Amount Rate 2020 $200,000 3.80% 2021 200,000 4.00 WHEREAS, the 2005 Bonds maturing on or after September 1, 2015 are subject to redemption prior to maturity, at the option of the Town, on any date on or after September 1, 2014 in whole or in part, and if in part in any order of their maturity and in any amount within a maturity (selected by lot within a maturity), at the redemption price of 100% of the par amount of the 2005 to be redeemed, plus accrued interest to the date of redemption; and WHEREAS, the Town has heretofore issued on April 19, 2007 its $14,650,000 Public Improvement Serial Bonds -2007 (the "2007 Bonds"), which are currently outstanding in the principal amount of $8,975,000 (the "Outstanding 2007 Bonds" and together with the Outstanding 2005 Bonds, the "Outstanding Bonds"), which mature on April 15 in each of the years and in the principal amounts and bear interest payable semiannually on October 15 in each year to maturity, as follows: Year of Principal Interest Maturity Amount Rate 2017 $675,000 4.25% 2018 675,000 4.25 2019 675,000 4.25 2020 675,000 4.25 2021 675,000 4.25 2022 675,000 4.25 2023 725,000 4.25 2024 725,000 4.25 2025 725,000 4.25 2026 550,000 4.25 2027 550,000 4.25 2028 550,000 4.25 2029 550,000 4.25 2030 550,000 4.25 2453697.1 039654 RSIND WHEREAS, the 2007 Bonds maturing on or after April 15, 2018 are subject to redemption prior to maturity, at the option of the Town, on any date on or after April 15, 2017 in whole or in part, and if in part in any order of their maturity and in any amount within a maturity (selected by lot within a maturity), at the redemption price of 100% of the par amount of the 2007 Bonds to be redeemed, plus accrued interest to the date of redemption; and WHEREAS, Sections 90.00 and 90.10 of the Local Finance Law, constituting Chapter 33-a of the Consolidated Laws of the State of New York (herein called the "Law"), authorize the Town to refund all or a portion of the outstanding unredeemed maturities of the Outstanding Bonds by the issuance of new bonds, the issuance of which will result in present value debt service savings for the Town, and the Town Board has determined that it may be advantageous to refund all or a portion of the Outstanding Bonds; and WHEREAS, in order effectuate the refunding, it is now necessary to adopt this Refunding Bond Resolution; NOW, THEREFORE, be it RESOLVED BY THE TOWN BOARD OF THE TOWN OF SOUTHOLD, NEW YORK (by the favorable vote of at least two-thirds of all the members of said Town Board), AS FOLLOWS: Section 1. In this resolution, the following definitions apply, unless a different meaning clearly appears from the context: (a) "Bond To Be Refunded" or "Bonds To Be Refunded" means all or any portion of the aggregate Outstanding Bonds, as shall be determined in accordance with Section 8 hereof. (b) "Escrow Contract" means the contract to be entered into by and between the Town and the Escrow Holder pursuant to Section 10 hereof. 2453697.1 039654 RSIND (c) "Escrow Holder" means the bank or trust company designated as such pursuant to Section 10 hereof. (d) "Outstanding Bonds" shall mean the outstanding unredeemed maturities of the 2005 Bonds and 2007 Bonds. (e) "Present Value Savings" means the dollar savings which result from the issuance of the Refunding Bonds computed by discounting the principal and interest payments on both the Refunding Bonds and the Bonds To Be Refunded from the respective maturities thereof to the date of issue of the Refunding Bonds at a rate equal to the effective interest cost of the Refunding Bonds. The effective interest cost of the Refunding Bonds shall be that rate which is arrived at by doubling the semi-annual interest rate (compounded semi-annually) necessary to discount the debt service payments on the Refunding Bonds from the maturity dates thereof to the date of issue of the Refunding Bonds and to the agreed upon price including estimated accrued interest. (f) "Redemption Dates" mean September 1, 2014 and any date thereafter with respect to the 2005 Bonds and April 15, 2017 and any date thereafter with respect to the 2007 Bonds, as shall be determined by the Supervisor in accordance with Section 8. (g) "Refunding Bond" or "Refunding Bonds" means all or a portion of the $12,000,000 Refunding Serial Bonds -2015 of the Town of Southold, authorized to be issued pursuant to Section 2 hereof. (h) "Refunding Bond Amount Limitation" means an amount of Refunding Bonds which does not exceed the principal amount of Bonds To Be Refunded plus the aggregate amount of unmatured interest payable on such Bonds To Be Refunded, to and including the applicable Redemption Date, plus redemption premiums payable on such Bonds To Be Refunded as of such Redemption Date, as hereinabove referred to in the Recitals hereof, plus costs and expenses incidental to the issuance of the Refunding Bonds including the development of the Refunding Financial Plan, and of executing and performing the terms and conditions of the Escrow Contract and all fees and charges of the Escrow Holder as referred to in Section 10 hereof. Section 2. The Town Board of the Town (herein called the "Town Board"), hereby authorizes the refunding of the Bonds To Be Refunded, and appropriates an amount not to exceed $12,000,000 to accomplish such refunding. The plan of financing said appropriation includes the issuance of the Refunding Bonds in the principal amount of not to exceed 2453697.1 039654 RSIND $12,000,000 and the levy and collection of a tax upon all the taxable real property within the Town to pay the principal of and interest on said Refunding Bonds as the same shall become due and payable. Bonds of the Town in the maximum principal amount of $12,000,000 and designated substantially as "REFUNDING SERIAL BONDS -2015" are hereby authorized to be issued pursuant to the provisions of the Law. The proposed financial plan for the refunding in the form attached hereto as Exhibit A (the "Refunding Financial Plan") prepared for the Town by its Financial Advisor, Munistat Services, Inc., and hereby accepted and approved, includes the deposit of all the proceeds of said Refunding Bonds with an Escrow Holder pursuant 'to an Escrow Contract as authorized in Section 10 hereof, the payment of all costs incurred by the Town in connection with said refunding from such proceeds and, to the extent required, the investment of a portion of such proceeds by the Escrow Holder in certain obligations. The principal of and interest on such investments, together with the balance of such proceeds to be held uninvested, if any, shall be sufficient to pay (i) the principal of and interest on the Bonds To Be Refunded becoming due and payable on and prior to each applicable Redemption Date and (ii) the principal of and premium on the Bonds To Be Refunded which are to be called for redemption prior to maturity on any such Redemption Date. Section 3. The Bonds To Be Refunded referred to in Section 1 hereof are all or a portion of the Outstanding Bonds issued pursuant to various bond resolutions duly adopted by the Town Board on their respective dates, authorizing the issuance of bonds of the Town to finance various purposes of the Town. In accordance with the Refunding Financial Plan, the Refunding Bonds authorized in the aggregate principal amount of not to exceed $12,000,000 shall mature in amounts and at dates to be determined. The Supervisor, the chief fiscal officer of 2453697:1 039654 RSIND the Town, is hereby authorized to approve all details of the Refunding Financial Plan not contained herein. Section 4. The issuance of the Refunding Bonds will not exceed the Refunding Bond Amount Limitation. The Refunding Bonds shall mature not later than the maximum period of probable usefulness ("PPU") permitted by law at the time of original issuance of the Bonds to be Refunded, as set forth in Exhibit B annexed hereto and hereby made a part hereof, for the objects or purposes financed with the proceeds of the Bonds to be Refunded, commencing at the date of issuance of the first bond or bond anticipation note issued in anticipation of the sale of such bonds. Section 5. The aggregate amount of estimated Present Value Savings is set forth in the proposed Refunding Financial Plan attached hereto as Exhibit A, computed in accordance with subdivision two of paragraph b of Section 90.10 of the Law. Said Refunding Financial Plan has been prepared based upon the assumption that the Refunding Bonds will be issued in the aggregate principal amount, and will mature, be of such terms and bear such interest as set forth therein. The Town Board recognizes that the principal amount of the Refunding Bonds, the maturities, terms and interest rates, the provisions, if any, for the redemption thereof prior to maturity, and whether or not any or all of the Refunding Bonds will be insured, and the resulting present value savings, may vary from such assumptions and that the Refunding Financial Plan may vary from that attached hereto as Exhibit A. Section 6. The Refunding Bonds may be sold at public or private sale. (a) If the Bonds are sold at private sale, the Supervisor, as the chief fiscal officer of the Town, is hereby authorized to execute a purchase contract on behalf of the Town for the 2453697.1 039654 RSIND sale of said Refunding Bonds, provided that the terms and conditions of such sale shall be approved by the State Comptroller. (b) In the event that the Refunding Bonds are sold at public sale pursuant to Section 57.00 of the Law, the Supervisor is hereby authorized and direct to prepare or have prepared a Notice of -Sale, a summary of which shall be published at least once in (a) "THE BOND BUYER," published in the City of New York and (b) the official newspaper(s) of the Town having general circulation within said Town, not less than five (5) nor more than thirty (30) days prior to the date of said sale. A copy of such notice shall be sent not less than eight (8) nor more than thirty (30) days prior to the date of said sale to (1) the State Comptroller, Albany, New York 12236; (2) at least two banks or trust companies having a place of business in the county in which the Town is located, or, if only one bank is located in such County, then to such bank and to at least two banks or trust companies having a place of business in an adjoining county; (3) "THE BOND BUYER," 1 State Street Plaza, New York, New York 10004; and (4) at least 10 bond dealers. (c) Prior to the issuance of the Refunding Bonds, the Supervisor shall file with the Town Board all requisite certifications, including a certificate approved by the State Comptroller setting forth the Present Value Savings to the Town resulting from the issuance of the Refunding Bonds. In connection with such sale, the Town authorizes the preparation of an Official Statement and approves its use in connection with such sale, and further consents to the distribution of a Preliminary Official Statement prior to the date said Official Statement is distributed. The Supervisor is hereby further authorized and directed to take any and all actions necessary to accomplish said refunding, and to execute any contracts and agreements for the purchase of and payment for services rendered or to .be rendered to the Town in connection with 2453697.1 039654 RSIND said refunding, including the preparation of the Refunding Financial Plan referred to in Section 2 hereof. Section 7. Each of the Refunding Bonds authorized by this resolution shall contain the recital of validity prescribed by Section 52.00 of the Law and said Refunding 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 Refunding Bonds and provision shall be made annually in the budget of the Town for (a) the amortization and redemption of the Refunding Bonds to mature in such year and (b) the payment of interest to be due and payable in such year. Section 8. Subject to the provisions of this resolution and of the Law, and pursuant to the provisions of Section 21.00 of the Law with respect to the issuance of bonds having substantially level or declining annual debt service, and Sections 50.00, 56.00 to 60.00, 90.00, 90.10 and 168.00 of the Law, the powers and duties of the Town Board relative to determining the amount of Bonds To Be Refunded, prescribing the terms, form and contents and as to the sale and issuance of the Refunding Bonds, and executing an arbitrage certificate relative thereto, and as to executing the Escrow Contract described in Section 10, the Official Statement referred to in Section 6 and any contracts for credit enhancements in connection with the issuance of the Refunding Bonds and any other certificates and agreements, as to making elections to call in and redeem all or a portion of the Bonds to be Refunded, and as to any determinations relating to the investment of the proceeds of the Refunding Bonds, are hereby delegated to the Supervisor, the chief fiscal officer of the Town. 2453697.1 039654 MIND Section 9. The validity of the Refunding Bonds authorized by this resolution 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 after the date of such publication, or (c) such obligations are authorized in violation of the provisions of the constitution. Section 10. Prior to the issuance of the Refunding Bonds, the Town shall contract with a bank or trust company located and authorized to do business in New York State, for the purpose of having such bank or trust company act as the Escrow Holder of the proceeds, inclusive of any premium from the sale of the Refunding Bonds, together with all income derived from the investment of such proceeds. Such Escrow Contract shall contain such terms and conditions as shall be necessary in order to accomplish the Refunding Financial Plan, including provisions authorizing the Escrow Holder, without further authorization or direction from the Town, except as otherwise provided therein, (a) to make all required payments of principal, interest and redemption premiums to the appropriate paying agent with respect to the Bonds To Be Refunded, (b) to pay costs and expenses incidental to the issuance of the Refunding Bonds, including the development of the Refunding Financial Plan, and costs and expenses relating to the execution and performance of the terms and conditions of the Escrow Contract and all of its fees and charges as the Escrow Holder, (c) at the appropriate time or times to cause to be given on behalf of the Town the notice of redemption authorized to be given pursuant to 2453697.1 039654 RSIND Section 13 hereof, and (d) to invest the monies held by it consistent with the provisions of the Refunding Financial Plan. The Escrow Contract shall be irrevocable and shall constitute a covenant with the holders of the Refunding Bonds. Section 11. The proceeds, inclusive of any premium, from the sale of the Refunding Bonds, immediately upon receipt shall be placed in escrow by the Town with the Escrow Holder in accordance with the Escrow Contract. All moneys held by the Escrow Holder, if invested, shall be invested only in direct obligations of the United States of America or in obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, which obligations shall mature or be subject to redemption at the option of the holder thereof not later than the respective dates when such moneys will be required to make payments in accordance with the Refunding Financial Plan. Any such moneys remaining in the custody of the Escrow Holder after the full execution of the Escrow Contract shall be returned to the Town and shall be applied by the Town only to the payment of the principal of or interest on the Refunding Bonds then outstanding. Section 12. That portion of such proceeds from the sale of the Refunding Bonds, together with interest earned thereon, which shall be required for the payment of the principal of and interest on the Bonds To Be Refunded, including any redemption premiums, in accordance with the Refunding Financial Plan, shall be irrevocably committed and pledged to such purpose and the holders. of the Bonds To Be Refunded shall have a lien upon such moneys and the investments thereof held by the Escrow Holder. All interest earned from the investment of such moneys which is not required for such payment of principal of and interest on the Bonds To Be Refunded shall be irrevocably committed and pledged to the payment of the principal of and interest on the Refunding Bonds, or such portion or series thereof as shall be required by the 2453697.1 039654 RSIND Refunding Financial Plan, and the holders of such Refunding Bonds shall have a lien upon such moneys held by the Escrow Holder. The pledges and liens provided for herein shall become valid and binding upon the issuance of the Refunding Bonds and the moneys and investments held by the Escrow Holder shall immediately be subject thereto without any further act. Such pledges and liens shall be valid and binding against all parties having claims of any kind in tort, contract or otherwise against the Town irrespective of whether such parties have notice thereof. Neither this resolution, the Escrow Contract, nor any other instrument relating to such pledges and liens, need be filed or recorded. Section 13. In accordance with the provisions of Section 53.00 and of paragraph h of Section 90.10 of the Law, the Town Board hereby elects to call in and redeem all or a portion of the Bonds To Be Refunded which are subject to prior redemption according to their terms on the Redemption Date, as shall be determined by the Supervisor in accordance with Section 8 hereof. The sum to be paid therefor on the applicable Redemption Date shall be the par value thereof, the accrued interest to such Redemption Date and the redemption premiums, if any. The Escrow Holder is hereby authorized and directed to cause a notice of such call for redemption to be given in the name of the Town by mailing such notice at least thirty days prior to such Redemption Date, and in accordance with the terms appearing in the Bonds to be Refunded, to the registered holders of the Bonds To Be Refunded which are to be called in and redeemed. Upon the issuance of the Refunding Bonds, the election to call in and redeem the Bonds To Be Refunded which are to be called in and redeemed in accordance herewith and the direction to the Escrow Holder to cause notice thereof to be given as provided in this Section shall become irrevocable and the provisions of this Section shall constitute a covenant with the holders, from time to time, of the Refunding Bonds, provided that this Section may be amended 2453697.1 039654 RSIND from time to time as may be necessary to comply with the publication requirements of paragraph a of Section 53.00 of the Law, as the same may be amended from time to time. Section 14. This bond resolution shall take effect immediately, and the Town Clerk is hereby authorized and directed to publish the foregoing resolution, in summary, together with a Notice attached in substantially the form prescribed by Section 81.00 of the Law in "The Suffolk Times," a newspaper having general circulation in the Town and hereby designated the official newspaper of said Town for such publication. 2453697.1 039654 MIND 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. 2453697,1 039654 MIND EXHIBIT A PROPOSED REFUNDING FINANCIAL PLAN 2453697.1 039654 RS1ND EXHIBIT B PERIODS OF PROBABLE USEFULNESS (2005 Bonds) Purpose Construction of a new and expanded ferry terminal for the Fishers Island Ferry District (2007 Bonds) Purpose Open Space Preservation Open Space Preservation Open Space Preservation Open Space Preservation Solid Waste Management District -Land Acquisition Payment of Settled Claim Solid Waste Management District -Transfer Station Acquisition of Excavator Acquisition of Tractor -Mower Period of Probable Usefulness Years 20 Period of Usefulness Years 30 30 30 30 10 5 25 15 15 2453697.1 039654 RSIND CERTIFICATE I, ELIZABETH A. NEVILLE, Town Clerk of the Town of -Southold, in the County of Suffolk, New York, HEREBY CERTIFY that the foregoing annexed extract of the minutes of a meeting of the Town Board of said Town of Southold duly called and held on May 5, 2015, 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 this 5th day of May, 2015. (SEAL) Town Clerk 2453697.1 039654 RSIND NOTICE The resolution, a summary of which is published herewith, has been adopted on May 5, 2015 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. BY ORDER OF THE TOWN BOARD OF THE TOWN OF SOUTHOLD DATED: May 5, 2015 Southold, New York Elizabeth A. Neville Town Clerk REFUNDING BOND RESOLUTION OF THE TOWN OF SOUTHOLD, NEW YORK, ADOPTED MAY 5, 2015, AUTHORIZING THE REFUNDING OF CERTAIN OUTSTANDING SERIAL BONDS OF SAID TOWN, STATING THE PLAN OF REFUNDING, APPROPRIATING AN AMOUNT NOT TO EXCEED $12,000,000 FOR SUCH PURPOSE, AUTHORIZING THE ISSUANCE OF REFUNDING BONDS IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED $12,000,000 TO FINANCE SAID APPROPRIATION, AND MAKING CERTAIN OTHER DETERMINATIONS RELATIVE THERETO The object or purpose is to refund all or a portion of certain outstanding serial bonds of the Town issued in 2005 and 2007 for various purposes. The periods of probable usefulness of the objects or purposes for which the bonds to be refunded were issued consist of various periods ranging from 5 years to 30 years, commencing on the date of original issuance of the first bonds or bond anticipation notes issued for the respective objects or purposes for which the outstanding bonds were issued. The maximum amount of obligations authorized to be issued is $12,000,000. A complete copy of the Bond Resolution summarized above shall be available for public inspection during normal business hours at the office of the Town Clerk, Town Hall, 53095 Main Road, Southold, New York. 2453697.1 039654 RSIND ESTOPPEL CERTIFICATE I, ELIZABETH A. NEVILLE, Town Clerk of the Town of Southold, in the County of Suffolk, New York (the "Town"), HEREBY CERTIFY as follows: That a resolution of the Town Board of said Town entitled: "REFUNDING BOND RESOLUTION OF THE TOWN OF SOUTHOLD, NEW YORK, ADOPTED MAY 5, 2015, AUTHORIZING THE REFUNDING OF CERTAIN OUTSTANDING SERIAL BONDS OF SAID TOWN, STATING THE PLAN OF REFUNDING, APPROPRIATING AN AMOUNT NOT TO EXCEED $12,000,000 FOR SUCH PURPOSE, AUTHORIZING THE ISSUANCE OF REFUNDING BONDS IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED $12,000,000 TO FINANCE SAID APPROPRIATION, AND MAKING CERTAIN OTHER DETERMINATIONS RELATIVE THERETO," was adopted on May 5, 2015, and such resolution contained an estoppel clause as permitted by Section 80.00 of the Local Finance Law and a notice setting forth substantially the statements referred to in Section 81.00 of the Local Finance Law, together with a summary of such resolution, was duly published as referred to in said Section 81.00 of the Local Finance Law. That to the best of my knowledge, no action, suit or proceeding contesting the validity of the obligations authorized by such resolution was commenced within twenty days from the date of publication of such notice. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of said Town this day of May, 2015. Elizabeth A. Neville, Town Clerk Town of Southold 2453697.1 039654 RSIND