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Public Improvement Refunding Serial Bonds-2016
TRANSCRIPT OF PROCEEDINGS TOWN OF SOUTHOLD, NEW YORK $20,290,000 Public Improvement Refunding Serial Bonds-2016 (the "Bonds") Table of Contents (1) Refunding Bond Resolution of the Town Board of the Town of Southold (the "Town") adopted July 12, 2016, together with the Affidavit of Publication of the Estoppel Notice. (2) Certificate of Determination, dated August 31, 2016 executed by the Supervisor of the Town. (3) Preliminary Official Statement dated August 31, 2016 (the "POS") and Notice of Sale, Affidavit of Publication from "The Bond Buyer", Debt Statement filed with the Office of the State Comptroller, and Supplement to the POS. (4) Final Official Statement dated September 13, 2016, together with the Certificate with Respect to the Official Statement. (5) Final Refunding Financial Plan, dated September 13, 2016. (6) Certificate of Award executed by the Supervisor of the Town. (7) Certificates regarding Escrow Securities. (8) Certificate of the Chief Fiscal Officer delivered pursuant to Section 90.10(g) of the New York Local Finance Law, together with the State Comptroller's approval. (9) Certificate as to Signatures and Litigation executed by the Supervisor and the Town Clerk of the Town. (10) Certificate of Delivery and Payment executed by the Supervisor of the Town. (11) Certificate of the Attorney for the Town. (12) Undertaking to Provide Continuing Disclosure. '(13) Incumbency Certificate executed by the Town Clerk of the Town. (14) Tax Certificate executed by the Supervisor. (15) Escrow Contract between the Town and The Bank of New York Mellon. (16) Certificates of the Escrow Holder as to Deposit of Bond Proceeds and Other Matters. (17) Verification Report of the Causey Demgen & Moore Inc. (18) Ratings report from Moody's Investors Service, Inc. regarding the investment rating of the Bonds. 2707031.1 040872 CLD (19) DTC Safekeeping Agreement for Bonds with photocopy of first numbered Bond and first pages of all Bonds. (20) Closing Memorandum along with a copy of the wire transfer advice evidencing payment of the bonds. (21) Final Approving Opinion of Hawkins Delafield & Wood LLP, with reliance letter addressed to the State Comptroller and Roosevelt &Cross, Inc. 2707031.1 040872 CLD EXTRACT OF MINUTES Meeting of the Town Board of the Town of Southold, in the County of Suffolk, New York July 12, 2016 A regular meeting of the Town Board of the Town of Southold, in the County of Suffolk, New York, was held at the Town Hall, 53095 Main Road, Southold,New York, on July 12, 2016. 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 Councilwoman Jill Doherty offered the following resolution and moved its adoption: REFUNDING BOND RESOLUTION OF THE TOWN OF SOUTHOLD, NEW YORK, ADOPTED JULY 12, 2016, AUTHORIZING THE REFUNDING OF CERTAIN OUTSTANDING SERIAL BONDS OF SAID TOWN, STATING THE PLAN OF REFUNDING, APPROPRIATING AN AMOUNT NOT TO EXCEED $23,000,000 FOR SUCH PURPOSE, AUTHORIZING THE ISSUANCE OF REFUNDING BONDS IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED $23,000,000 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 May 29, 2008 its $8,850,000 Public Improvement Serial Bonds-2008.(the "2008 Bonds"), which are currently outstanding in the principal amount of $6,075,000 (the "Outstanding 2008 Bonds"), and mature on May 15 in each of the years and in the principal amounts and bear interest payable semiannually on May 15 and November 15 in each year to maturity, as follows: Year of Principal Interest Maturity Amount Rate 2017 $375,000 4.00% 2018 400,000 4.00 2019 400,000 . 4.00 2020 400,000 4.00 2021 425,000 4.00 2022 425,000 4.00 2023 425,000 4.00 2024 450,000 4.00 2025 450,000 4.125 2026 450,000 4.25 Year of Principal Interest - - - Maturity Amount Rate 2027 450,000 4.25 2028 475,000 4.25 2029 475,000 4.25 2030 475,000 4.25 WHEREAS, the 2008 Bonds maturing on or before May 15, 2018 are not subject to redemption prior to maturity; and the Bonds maturing on or after May 15, 2019 are subject to redemption prior to maturity, at the option of the Town, on May 15, 2018 and thereafter on any date, in whole or in part, and if in part, in any order of their maturity and in any amount within a maturity (selected by lot within a maturity), at par, plus accrued interest to the date of redemption; and WHEREAS, the Town has heretofore issued on March 19, 2009 its $5,283,000 Public Improvement Serial Bonds-2009 (the "2009 Bonds"), which are currently outstanding in the principal amount of$3,945,000 (the "Outstanding 2009 Bonds"), and mature on March 15 in each of the years and in the principal amounts and bear interest payable semiannually on March 15 and September 15 in each year to maturity, as follows: Year of Principal Interest Maturity Amount Rate 2017 $215,000 4.00% 2018 225,000 4.00 2019 230,000 4.00 2020 240,000 4.00 2021 250,000 4.00 2022 260,000 4.00 2023 270,000 4.00 2024 290,000 4.00 2025 300,000 4.125 Year of Principal Interest Maturity Amount Rate 2026 310,000 4.125 2027 325,000 4.25 2028 330,000 4.25 2029 345,000 4.25 2030 355,000 4.375 WHEREAS, the 2009 Bonds maturing on or before March 15, 2019 are not subject to redemption prior to maturity; and the Bonds maturing on or after March 15, 2020 are subject to redemption prior to maturity, at the option of the Town, on March 15, 2019 and thereafter on any date, in whole or in part, and if in part, in any order of their maturity and in any amount within a maturity (selected by lot within a maturity), at par, plus accrued interest to the date of redemption; and WHEREAS, the Town has heretofore issued on June 29, 2011 its $13,175,000 Public Improvement Serial Bonds-2011 (the "2011 Bonds"), which are currently outstanding in the principal amount of $10,250,000 (the "Outstanding 2011 Bonds" and, together with the Outstanding 2008 Bonds and the Outstanding 2009 Bonds, the "Outstanding Bonds"), which mature on August 15 in each of the years and in the principal amounts and bear interest payable semiannually on February 15 and August 15 in each year to maturity, as follows: Year'of Principal Interest Maturity Amount Rate 2017 $640,000 3.00% 2018 650,000 3.00 2019 665,000 3.00 2020 675,000 3.00 2021 700,000 3.00 2022 720,000 3.125 2023 740,000 3.25 Year of Principal Interest Maturity Amount Rate 2024 750,000 3.50 2025 780,000 3.625 2026 735,000 3.750 2027 760,000 4.00 2028 785,000 4.00 2029 810,000 4.00 2030 840,000 4.00 WHEREAS, the 2011 Bonds maturing on or before August 15, 2019 are not subject to redemption prior to maturity; and the Bonds maturing on or after August 15, 2020 are subject to redemption prior to maturity, at the option of the Town, on August 15, 2019 and thereafter on any date, in whole or in part, and if in part, in any order of their maturity and in any amount within a maturity (selected by lot within a maturity), at par, plus accrued interest to the date of redemption; 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 2008 Bonds, the 2009 Bonds and the 2011 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 May 15, 2018 and any date thereafter with respect to the 2008 Bonds; March 15, 2019 and any date thereafter with respect to the 2008 Bonds; and August 15, 2020 and any date thereafter with respect to the 2011 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 $23,000,000 Refunding Serial Bonds-2016 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 $23,000,000 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 $23,000,000 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 $23,000,000 and designated substantially as "REFUNDING SERIAL BONDS-2016" 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 $23,000,000 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 directed 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 Justice Louisa P. Evans - 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 nnexedextract of the minutes of a meeting of the Town Board of said Town of Southold duly called and held on July 12, 2016, 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 12th day of July, 2016. (SEAL) ja Town Clerk Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. TABLE OF CONTENTS Town of Southold Refunding of 2008,2009&2011 Bonds Report Page Sources and Uses of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Summary of Financing Results . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Summary of Refunding Results . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Summary of Bonds Refunded . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Savings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Prior Bond Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Unrefunded Bond Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Bond Pricing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Bond Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Escrow Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Proof of Arbitrage Yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Escrow Descriptions Detail . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Escrow Cost Detail . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Escrow Cash Flow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Escrow Sufficiency . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . 20 Escrow Statistics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 Bond Summary Statistics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Form 8038 Statistics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 Nys Eic . . . . . . . . . . . . . . . . . . . . . .' . . . . . . . . . . . 27 Pv Savings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 NysEic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 Pv Savings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 Sources and Uses of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 Summary of Refunding Results . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 Savings . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . 37 Bond Pricing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 Bond Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . 40 Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. TABLE OF CONTENTS Town of Southold Refunding of 2008,2009&2011 Bonds Report Page Prior Bond Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 Summary of Bonds Refunded . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 Escrow Descriptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 Escrow Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 Escrow Cash Flow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 Escrow Sufficiency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46 Escrow Statistics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47 Proof of Composite Escrow Yield . . . . . . . . . . . . . . . . . . . . . . . . . . 48 Proof of Arbitrage Yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49 Bond Summary Statistics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 Form 8038 Statistics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52 Sources and Uses of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54 Summary of Refunding Results . . . . . . . . . . . . . . . . . . . . . . . . . . . 55 Savings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56 Bond Pricing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 Bond Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59 Prior Bond Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60 Summary of Bonds Refunded . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61 Escrow Descriptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62 Escrow Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63 Escrow Cash Flow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64 Escrow Sufficiency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65 Escrow Statistics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66 Proof of Composite Escrow Yield . . . . . . . . . . . . . . . . . . . . . . . 67 Proof of Arbitrage Yield . . . . . . . . . . . . . . . . • • • • • • • • • • . . . 68 Bond Summary Statistics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70 Form 8038 Statistics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71 Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. TABLE OF CONTENTS Town of Southold Refunding of 2008,2009&2011 Bonds Report Page Sources and Uses of Funds . . . . . . . . . . . . . . . . . . . . . . . . . .. . . 73 Summary of Refunding Results . . . . . . . . . . . . . . . . . . . . . . . . . . . 74 Savings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75 Bond Pricing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77 Bond Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78 Prior Bond Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79 Summary of Bonds Refunded . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80 Escrow Descriptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81 Escrow Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82 Escrow Cash Flow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83 Escrow Sufficiency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84 Escrow Statistics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85 Proof of Composite Escrow Yield . . . . . . . . . . . . . . . . . . . . . . . . . . 86 Proof of Arbitrage Yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87 Bond Summary Statistics . . . . . . . . . . . . . . . . . . . . . . . . . . . 89 Form 8038 Statistics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90 Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 1 SOURCES AND USES OF FUNDS Town of Southold Refunding of 2008,2009&2011 Bonds Dated Date 10/04/2016 Delivery Date 10/04/2016 Refunding of Refunding of Refunding of Sources: 2008 Bonds 2009 Bonds 2011 Bonds Total Bond Proceeds: Par Amount 5,700,000.00 3,795,000.00 9,845,000.00 19,340,000.00 Premium 719,816.45 488,931.90 1,256,855.50 2,465,603.85 6,419,816.45 4,283,931.90 11,101,855.50 21,805,603.85 Refunding of Refunding of Refunding of Uses: 2008 Bonds 2009 Bonds 2011 Bonds Total Refunding Escrow Deposits: Cash Deposit 0.27 0.37 0.17 0.81 SLGS Purchases 6,364,593.00 4,246,952.00 11,011,350.00 21,622,895.00 6,364,593.27 4,246,952.37 11,011,350.17 21,622,895.81 Delivery Date Expenses: Cost of Issuance 26,525.34 17,660.29 45,814.37 90,000.00 Underwriter's Discount 26,220.00 17,457.00 45,287.00 88,964.00 52,745.34 35,117.29 91,101.37 178,964.00 Other Uses of Funds: Additional Proceeds 2,477.84 1,862.24 -596.04 3,744.04 6,419,816.45 4,283,931.90 11,101,855.50 21,805,603.85 Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 2 SUMMARY OF FINANCING RESULTS Town of Southold Refunding of 2008,2009&2011 Bonds Bond Escrow Negative Net Series Bond Par Yield Contingency Yield Arbitrage Savings Refunding of 2008 Bonds 5,700,000.00 1.457% 2,477.84 0.712% 72,583.34 665,251.66 Refunding of 2009 Bonds 3,795,000.00 1.486% 1,862.24 0.826% 59,315.89 351,984.97 Refunding of 2011 Bonds 9,845,000.00 1.468% -596.04 0.873% 166,334.12 645,887.58 19,340,000.00 3,744.04 298,233.34 1,663,124.21 Aggregate: Arbitrage Yield 1.468195% Escrow Yield 0.830737% Aug 31,2016 4:41 pm Prepared by Munistat Services, Inc. Page 3 SUMMARY OF REFUNDING RESULTS Town of Southold Refunding of 2008,2009&2011 Bonds Refunding of Refunding of Refunding of 2008 Bonds 2009 Bonds 2011 Bonds Total Dated Date 10/04/2016 10/04/2016 10/04/2016 .10/04/2016 Delivery Date 10/04/2016 10/04/2016 10/04/2016 10/04/2016 Arbitrage Yield 1.468195% 1.468195% 1.468195% 1.468195% Escrow Yield 0.712435% 0.825672% 0.872920% 0.830737% Value of Negative Arbitrage 72,583.34 59,315.89 166,334.12 298,233.35 Bond Par Amount 5,700,000.00 3,795,000.00 9,845,000.00 19,340,000.00 True Interest Cost 1.750200% 1.786136% 1.763217% 1.764095% Net Interest Cost 1.895999% 1.932923% 1.909311% 1.910258% Average Coupon 3.625917% 3.605653% 3.617731% 3.617644% Average Life 7.034 7.427 7.203 7.197 Par amount of refunded bonds 6,075,000.00 3,945,000.00 10,250,000.00 20,270,000.00 Average coupon of refunded bonds 4.096750% 4.178325% 3.688108% 3.903241% Average life of refunded bonds 7.392 7.590 7.676 7.574 PV of prior debt 7,170,639.05 4,706,907.91 11,914,254.07 23,791,801.02 Net PV Savings 665,251.66 351,984.97 645,887.58 1,663,124.21 Percentage savings of refunded bonds 10.950645% 8.922306% 6.301342% 8.204856% Percentage savings of refunding bonds 11.671082% 9.274966% 6.560565% 8.599401% Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 4 SUMMARY OF BONDS REFUNDED Town of Southold Refunding of 2008,2009&2011 Bonds Maturity Interest Par Call Call Bond Date Rate Amount .Date Price Public Improvement Bonds 2008,2008BOND: 08_BONDS 05/15/2017 4.000% 375,000.00 05/15/2018 4.000% 400,000.00 05/15/2019 4.000% 400,000.00 05/15/2018 100.000 05/15/2020 4.000% 400,000.00 05/15/2018 100.000 05/15/2021 4.000% 425,000.00 05/15/2018 100.000 05/15/2022 4.000% 425,000.00 05/15/2018 100.000 05/15/2023 4.000% 425,000.00 05/15/2018 100.000 05/15/2024 4.000% 450,000.00 05/15/2018 100.000 05/15/2025 4.125% 450,000.00 05/15/2018 100.000 05/15/2026 4.250% 450,000.00 05/15/2018 100.000 05/15/2027 4.250% 450,000.00 05/15/2018 100.000 05/15/2028 4.25.0% 475,000.00 05/15/2018 100.000 05/15/2029 4:250% 475,000.00 05/15/2018 100.000 05/15/2030 4.250% 475,000.00 05/15/2018 100.000 6,075,000.00 Pubilc Improvement Bonds 2009,2009BOND: 09_BONDS 03/15/2017 4.000% 215,000.00 03/15/2018 4.000% 225,000.00 03/15/2019 4.000% 230,000.00 03/15/2020 4.000% 240,000.00 03/15/2019 100.000 03/15/2021 4.000% 250,000.00 03/15/2019 100.000 03/15/2022 4.000% 260,000.00 03/15/2019 100.000 03/15/2023 4.000% 270,000.00 03/15/2019 100.000 03/15/2024 4.000% 290,000.00 03/15/2019 100.000 03/15/2025 4.125% 300,000.00 03/15/2019 100.000 03/15/2026 4.125% 310,000.00 03/15/2019 100.000 03/15/2027 4.250% 325,000.00 03/15/2019 100.000 03/15/2028 4.250% 330,000.00 03/15/2019 100.000 03/15/2029 4.250% 345,000.00 03/15/2019 100.000 03/15/2030 4.375% 355,000.00 03/15/2019 100.000 3,945,000.00 Public Improvement Bonds 2011,2011BOND: 11 BONDS 08/15/2017 3.000% 640,000.00 08/15/2018 3.000% 650,000.00 08/15/2019 3.000% 665,000.00 08/15/2020 3.000% 675,000.00 08/15/2019 100.000 08/15/2021 3.000% 700,000.00 08/15/2019 100.000 08/15/2022 3.125% 720,000.00 08/15/2019 100.000 08/15/2023 3.250% 740,000.00 08/15/2019 100.000 08/15/2024 3.500% 750,000.00 08/15/2019 100.000 08/15/2025 3.625% 780,000.00 08/15/2019 100.000 08/15/2026 3.750% 735,000.00 08/15/2019 100.000 08/15/2027 4.000% 760,000.00 08/15/2019 100.000 08/15/2028 4.000% 785,000.00 08/15/2019 100.000 08/15/2029 4.000% 810,000.00 08/15/2019 100.000 08/15/2030 4.000% 840,000.00 08/15/2019 100.000 10,250,000.00 20,270,000.00 Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 5 SAVINGS Town of Southold Refunding of 2008,2009&2011 Bonds Present Value Prior Refunding Annual to 10/04/2016 Date Debt Service Debt Service Savings Savings @ 1.4681948% 02/15/2017 178,168.75 1,523,223.34 -1,345,054.59 -1,337,913.77 03/15/2017 296,196.88 296,196.88 294,265.45 05/15/2017 499,687.50 499,687.50 495,220.31 08/15/2017 818,168.75 321,400.00 496,768.75 490,530.46 09/15/2017 76,896.88 76,896.88 75,838.72 11/15/2017 117,187.50 117,187.50 115,293.48 12/31/2017 141,682.92 02/15/2018 168,568.75 1,541,400.00 -1,372,831.25 -1,345,712.76 03/15/2018 301,896.88 301,896.88 295,572.77 05/15/2018 517,187.50 517,187.50 505,120.49 08/15/2018 818,568.75 309,200.00 509,368.75 495,668.15 09/15/2018 72,396.88 72,396.88 70,363.78 11/15/2018 109,187.50 109,187.50 105,862.80 12/31/2018 137,206.26 02/15/2019 158,818.75 1,534,200.00 -1,375,381.25 -1,328,633.86 03/15/2019 302,396.88 302,396.88 291,762.93 05/15/2019 509,187.50 509,187.50 490,085.33 08/15/2019 823,818.75 290,825.00 532,993.75 511,125.84 09/15/2019 67,796.88 67,796.88 64,936.07 11/15/2019 101,187.50 101,187.50 96,681.71 12/31/2019 13 8,181.26 02/15/2020 148,843.75 1,525,825.00 -1,376,981.25 -1,310,862.82 03/15/2020 307,796.88 307,796.88 292,660.44 05/15/2020 501,187.50 501,187.50 475,380.32 08/15/2020 823,843.75 272,300.00 551,543.75 521,233.94 09/15/2020 62,996.88 62,996.88 59,462.39 11/15/2020 93,187.50 93,187.50 87,744.95 12/31/2020 139,731.26 02/15/2021 138,718.75 1,557,300.00 -1,418,581.25 -1,330,854.06 03/15/2021 312,996.88 312,996.88 293,282.95 05/15/2021 518,187.50 518,187.50 484,367.40 08/15/2021 838,718.75 253,025.00 585,693.75 545,469.30 09/15/2021 57,996.88 57,996.88 53,947.95 11/15/2021 84,687.50 84,687.50 78,583.39 12/31/2021 140,981.26 02/15/2022 128,218.75 1,568,025.00 -1,439,806.25 -1,331,150.85 03/15/2022 317,996.88 317,996.88 293,640.98 05/15/2022 509,687.50 509,687.50 469,503.63 08/15/2022 848,218.75 226,725.00 621,493.75 570,405.21 09/15/2022 52,796.88 52,796.88 48,397.79 11/15/2022 76,187.50 76,187.50 69,669.42 12/31/2022 138,356.26 02/15/2023 116,968.75 1,571,725.00 -1,454,756.25 1,325,441.16 03/15/2023 322,796.88 322,796.88 293,744.76 05/15/2023 501,187.50 501,187.50 454,969.41 08/15/2023 856,968.75 199,825.00 657,143.75 594,366.20 09/15/2023 47,396.88 47,396.88 42,816.79 11/15/2023 67,687.50 67,687.50 60,997.77 12/31/2023 141,456.26 02/15/2024 104,943.75 1,614,825.00 -1,509,881.25 -1,355,688.82 03/15/2024 337,396.88 337,396.88 302,572.09 05/15/2024 517,687.50 517,687.50 463,123.32 08/15/2024 854,943.75 164,450.00 690,493.75 615,460.91 Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 6 SAVINGS Town of Southold Refunding of 2008,2009&2011 Bonds Present Value Prior Refunding Annual to 10/04/2016 Date Debt Service Debt Service Savings Savings @ 1.4681948% 09/15/2024 41,596.88 41,596.88 37,031.56 11/15/2024 58,687.50 58,687.50 52,119.24 12/31/2024 135,981.26 02/15/2025 91,818.75 1,634,450.00 -1,542,631.25 -1,364,980.19 03/15/2025 341,596.88 341,596.88 301,889.98 05/15/2025 508,687.50 508,687.50 448,463.44 08/15/2025 871,818.75 127,700.00 744,118.75 653,626.98 09/15/2025 35,409.38 35,409.38 31,065.38 11/15/2025 49,406.25 49,406.25 43,239.57 12/31/2025 136,587.51 02/15/2026 77,681.25 1,572,700.00 -1,495,018.75 -1,303,640.56 03/15/2026 345,409.38 345,409.38 300,826.39 05/15/2026 499,406.25 499,406.25 433,887.31 08/15/2026 812,681.25 91,575.00 721,106.25 624,214.69 09/15/2026 29,015.63 29,015.63 25,086.34 11/15/2026 39,843.75 39,843.75 34,364.24 12/31/2026 139,762.51 02/15/2027 63,900.00 1,576,575.00 -1,512,675.00 -1,299,881.77 03/15/2027 354,015.63 354,015.63 303,844.41 05/15/2027 489,843.75 489,843.75 419,399.15 08/15/2027 823,900.00 69,300.00 754,600.00 643,722.26 09/15/2027 22,109.38 22,109.38 18,837.74 11/15/2027 30,281.25 30,281.25 25,737.55 12/31/2027 13 8,175.01 02/15/2028 48,700.00 1,589,300.00 -1,540,600.00 -1,304,653.31 03/15/2028 352,109.38 352,109.38 297,819.69 05/15/2028 505,281.25 505,281.25 426,334.19 08/15/2028 833,700.00 46,500.00 787,200.00 661,780.27 09/15/2028 15,096.88 15,096.88 12,676.13 11/15/2028 20,187.50 20,187.50 16,909.20 12/31/2028 139,275.01 02/15/2029 33,000.00 1,586,500.00 -1,553,500.00 -1,296,473.03 03/15/2029 360,096.88 360,096.88 300,152.64 05/15/2029 495,187.50 495,187.50 411,750.04 08/15/2029 843,000.00 23,400.00 819,600.00 679,012.36 09/15/2029 7,765.63 7,765.63 6,425.74 11/15/2029 10,093.75 10,093.75 8,331.82 12/31/2029 139,243.76 02/15/2030 16,800.00 1,583,400.00 -1,566,600.00 -1,288,419.68 03/15/2030 362,765.63 362,765.63 297,986.06 05/15/2030 485,093.75 485,093.75 397,499.57 08/15/2030 856,800.00 856,800.00 699,523.30 12/31/2030 138,059.38 26,320,353.26 24,375,673.34 1,944,679.92 1,944,679.92 1,659,380.17 Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 7 SAVINGS Town of Southold Refunding of 2008,2009&2011 Bonds Savings Summary PV of savings from cash flow 1,659,380.17 Plus:Refunding funds on hand 3,744.04 Net PV Savings 1,663,124.21 Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 8 PRIOR BOND DEBT SERVICE Town of Southold Refunding of 2008,2009&2011 Bonds Period Annual Ending Principal Coupon Interest Debt Service Debt Service 02/15/2017 178,168.75 178,168.75 03/15/2017 215,000 4.000% 81,196.88 296,196.88 05/15/2017 375,000 4.000% 124,687.50 499,687.50 08/15/2017 640,000 3.000% 178,168.75 818,168.75 09/15/2017 76,896.88 76,896.88 11/15/2017 117,187.50 117,187.50 12/31/2017 1,986,306.26 02/15/2018 168,568.75 168,568.75 03/15/2018 225,000 4.000% 76,896.88 301,896.88 05/15/2018 400,000 4.000% 117,187.50 517,187.50 08/15/2018 650,000 3.000% 168,568.75 818,568.75 09%15/2018 72,396.88 72,396.88 11/15/2018 109,187.50 109,187.50 12/31/2018 1,987,806.26 02/15/2019 158,818.75 158,818.75 03/15/2019 230,000 4.000% 72,396.88 302,396.88 05/15/2019 400,000 4.000% 109,187.50 509,187.50 08/15/2019 665,000 3.000% 158,818.75 823,818.75 09/15/2019 67,796.88 67,796.88 11/15/2019 101,187.50 101,187.50 12/31/2019 1,963,206.26 02/15/2020 148,843.75 148,843.75 03/15/2020 240,000 4.000% 67,796.88 307,796.88 05/15/2020 400,000 4.000% 101,187.50 501,187.50 08/15/2020 675,000 3.000% 148,843.75 823,843.75 09/15/2020 62,996.88 62,996.88 11/15/2020 93,187.50 93,187.50 12/31/2020 1,937,856.26 02/15/2021 138,718.75 138,718.75 03/15/2021 250,000 4.000% 62,996.88 312,996.88 05/15/2021 425,000 4.000% 93,187.50 518,187.50 08/15/2021 700,000 3.000% 138,718.75 838,718.75 09/15/2021 57,996.88 57,996.88 11/15/2021 84,687.50 84,687.50 12/31/2021 1,951,306.26 02/15/2022 128,218.75 128,218.75 03/15/2022 260,000 4.000% 57,996.88 317,996.88 05/15/2022 425,000 4.000% 84,687.50 509,687.50 08/15/2022 720,000 3.125% 128,218.75 848,218.75 09/15/2022 52,796.88 52,796.88 11/15/2022 76,187.50 76,187.50 12/31/2022 1,933,106.26 02/15/2023 116,968.75 116,968.75 03/15/2023 270,000 4.000% 52,796.88 322,796.88 05/15/2023 425,000 4.000% 76,187.50 501,187.50 08/15/2023 740,000 3.250% 116,968.75 856,968.75 09/15/2023 . 47,396.88 47,396.88 11/15/2023 67,687.50 67,681.50 12/31/2023 1,913,006.26 02/15/2024 104,943.75 104,943.75 03/15/2024 290,000 4.000% 47,396.88 337,396.88 05/15/2024 450,000 4.000% 67,687.50 517,687.50 08/15/2024 750,000 3.500% 104,943.75 854,943.75 09/15/2024 41,596.88 41,596.88 Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 9 PRIOR BOND DEBT SERVICE Town of Southold Refunding of 2008,2009&2011 Bonds Period Annual Ending Principal Coupon Interest Debt Service Debt Service 11/15/2024 58,687.50 58,687.50 12/31/2024 1,915,256.26 02/15/2025 91,818.75 91,818.75 03/15/2025 300,000 4.125% 41,596.88 341,596.88 05/15/2025 450,000 4.125% 58,687.50 508,687.50 08/15/2025 780,000 3.625% 91,818.75 871,818.75 09/15/2025 35,409.38 35,409.38 11/15/2025 49,406.25 49,406.25 12/31/2025 1,898,737.51 02/15/2026 77,681.25 77,681.25 03/15/2026 310,000 4.125% 35,409.38 345,409.38 05/15/2026 450,000 4.250% 49,406.25 499,406.25 08/15/2026 735,000 3.750% 77,681.25 812,681.25 09/15/2026 29,015.63 29,015.63 11/15/2026 39,843.75 39,843.75 12/31/2026 1,804,037.51 02/15/2027 63,900.00 63,900.00 03/15/2027 325,000 4.250% 29,015.63 354,015.63 05/15/2027 450,000 4.250% 39,843.75 489,843.75 08/15/2027 760,000 4.000% 63,900.00 823,900.00 09/15/2027 22,109.38 22,109.38 11/15/2027 30,281.25 30,281.25 12/31/2027 1,784,050.01 02/15/2028 48,700.00 48,700.00 03/15/2028 330,000 4.250% 22,109.38 352,109.38 05/15/2028 475,000 4.250% 30,281.25 505,281.25 08/15/2028 785,000 4.000% 48,700.00 833,700.00 09/15/2028 15,096.88 15,096.88 11/15/2028 20,187.50 20,187.50 12/31/2028 1,775,075.01 02/15/2029 33,000.00 33,000.00 03/15/2029 345,000 4.250% 15,096.88 360,096.88 05/15/2029 475,000 4.250% 20,187.50 495,187.50 08/15/2029 810,000 4.000% 33,000.00 843,000.00 09/15/2029 7,765.63 7,765.63 11/15/2029 10,093.75 10,093.75 12/31/2029 1,749,143.76 02/15/2030 16,800.00 16,800.00 03/15/2030 355,000 4.375% 7,765.63 362,765.63 05/15/2030 475,000 4.250% 10,093.75 485,093.75 08/15/2030 840,000 4.000% 16,800.00 856,800.00 12/31/2030 1,721,459.38 20,270,000 6,050,353.26 26,320,353.26 26,320,353.26 Aug 31,2016 4:41 pm Prepared by Munistat Services, Inc. Page 10 UNREFUNDED BOND DEBT SERVICE Town of Southold Refunding of 2008,2009&2011 Bonds Annual Other Period Debt Debt Unrefunded Ending Principal Interest Service Service D/S Total 11/15/2016 124,687.50 124,687.50 0 0 0 0 124,687.50 124,687.50 Aug 31,2016 4:41 pm Prepared by Munistat Services, Inc. Page 11 BOND PRICING Town of Southold Refunding of 2008,2009&2011 Bonds Maturity Yield to Call Call Call Date Call Price Bond Component Date Amount Rate Yield Price Maturity Date Price for Arb Yield for Arb Yield Refunding of 2008 Bonds,Ref of 08s: 02/15/2017 395,000 2.000% 0.650% 100.489 02/15/2018 390,000 2.000% 0.650% 101.829 02/15/2019 380,000 3.000% 0.700% 105.382 02/15/2020 375,000 3.000% 0.800% 107.286 02/15/2021 395,000 3.000% 0.950% 108.742 02/15/2022 395,000 4.000% 1.100% 115.064 02/15/2023 390,000 4.000% 1.200% 117.104 02/15/2024 420,000 5.000% 1.300% 125.901 02/15/2025 420,000 5.000% 1.400% 128.318 02/15/2026 425,000 5.000% 1.530% 127.143 C 1.832% 02/15/2025 100.000 02/15/2025 100.000 02/15/2027 420,000 3.000% 1.650% 110.505 C 1.880% 02/15/2025 100.000 02/15/2025 100.000 02/15/2028 440,000 3.000% 1.750% 109.685 C 2.041% 02/15/2025 100.000 02/15/2025 100.000 02/15/2029 430,000 3.000% 1.850% 108.872 C 2.177% 02/15/2025 100.000 02/15/2025 100.000 02/15/2030 425,000 3.000% 1.950% 108.065 C 2.296% 02/15/2025 100.000 02/15/2025 100.000 5,700,000 Refunding of 2009 Bonds,Bond Component: 02/15/2017 235,000 2.000% 0.650% 100.489 02/15/2018 220,000 2.000% 0.650% 101.829 02/15/2019 225,000 3.000% 0.700% 105.382 02/15/2020 230,000 3.000% 0.800% 107.286 02/15/2021 235,000 3.000% 0.950% 108.742 02/15/2022 245,000 4.000% 1.100% 115.064 02/15/2023 255,000 4.000% 1.200% 117.104 02/15/2024 275,000 5.000% 1.300% 125.901 02/15/2025 290,000 5.000% 1.400% 128.318 02/15/2026 300,000 5.000% 1.530% 127.143 C 1.832% 02/15/2025 100.000 02/15/2025 100.000 02/15/2027 315,000 3.000% 1.650% 110.505 C 1.880% 02/15/2025 100.000 02/15/2025 100.000 02/15/2028 315,000 3.000% 1.750% 109.685 C 2.041% 02/15/2025 100.000 02/15/2025 100.000 02/15/2029 325,000 3.000% 1.850% 108.872 C 2.177% 02/15/2025 100.000 02/15/2025 100.000 02/15/2030 330,000 3.000% 1.950% 108.065 C 2.296% 02/15/2025 100.000 02/15/2025 100.000 3,795,000 Refunding of 2011 Bonds,Bond Component: 02/15/2017 650,000 2.000% 0.650% 100.489 02/15/2018 610,000 2.000% 0.650% 101.829 Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 12 BOND PRICING Town of Southold Refunding of 2008, 2009&2011 Bonds Maturity Yield to Call Call Call Date Call Price Bond Component Date Amount Rate Yield Price Maturity Date Price for Arb Yield for Arb Yield Refunding of 2011 Bonds,Bond Component: 02/15/2019 620,000 3.000% 0.700% 105.382 02/15/2020 630,000 3.000% 0.800% 107.286 02/15/2021 655,000 3.000% 0.950% 108.742 02/15/2022 675,000 4.000% 1.100% 115.064 02/15/2023 700,000 4.000% 1.200% 117.104 02/15/2024 720,000 5.000% 1.300% 125.901 02/15/2025 760,000 5.000% 1.400% 128.318 02/15/2026 720,000 5.000% 1.530% 127.143 C 1.832% 02/15/2025 100.000 02/15/2025 100.000 02/15/2027 750,000 3.000% 1.650% 110.505 C 1.880% 02/15/2025 100.000 02/15/2025 100.000 02/15/2028 765,000 3.000% 1.750% 109.685 C 2.041% 02/15/2025 100.000 02/15/2025 100.000 02/15/2029 785,000 3.000% 1.850% 108.872 C 2.177% 02/15/2025 100.000 02/15/2025 100.000 02/15/2030 805,000 3.000% 1.950% 108.065 C 2.296% 02/15/2025 100.000 02/15/2025 100.000 9,845,000 19,340,000 Dated Date 10/04/2016 Delivery Date 10/04/2016 First Coupon 02/15/2017 Par Amount 19,340,000.00 Premium 2,465,603.85 Production 21,805,603.85 112.748727% Underwriter's Discount -88,964.00 -0.460000% Purchase Price 21,716,639.85 112.288727% Accrued Interest Net Proceeds 21,716,639.85 Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 13 BOND DEBT SERVICE Town of Southold Refunding of 2008,2009&2011 Bonds Period Annual Ending Principal Coupon Interest Debt Service Debt Service 02/15/2017 1,280,000 2.000% 243,223.34 1,523,223.34 08/15/2017 321,400.00 321,400.00 12/31/2017 1,844,623.34 02/15/2018 1,220,000 2.000% 321,400.00 1,541,400.00 08/15/2018 309,200.00 309,200.00 12/31/2018 1,850,600.00 02/15/2019 1,225,000 3.000% 309,200.00 1,534,200.00 08/15/2019 290,825.00 290,825.00 12/31/2019 1,825,025.00 02/15/2020 1,235,000 3.000% 290,825.00 1,525,825.00 08/15/2020 272,300.00 272,300.00 12/31/2020 1,798,125.00 02/15/2021 1,285,000 3.000% 272,300.00 1,557,300.00 08/15/2021 253,025.00 253,025.00 12/31/2021 1,810,325.00 02/15/2022 1,315,000 4.000% 253,025.00 1,568,025.00 08/15/2022 226,725.00 226,725.00 12/31/2022 1,794,750.00 02/15/2023 1,345,000 4.000% 226,725.00 1,571,725.00 08/15/2023 199,825.00 199,825.00 12/31/2023 1,771,550.00 02/15/2024 1,415,000 5.000% 199,825.00 1,614;825.00 08/15/2024 164,450.00 164,450.00 12/31/2024 1,779,275.00 02/15/2025 1,470,000 5.000% 164,450.00 1,634,450.00 08/15/2025 127,700.00 127,700.00 12/31/2025 1,762,150.00 02/15/2026 1,445,000 5.000% 127,700.00 1,572,700.00 08/15/2026 91,575.00 91,575.00 12/31/2026 1,664,275.00 02/15/2027 1,485,000 3.000% 91,575.00 1,576,575.00 08/15/2027 69,300.00 69,300.00 12/31/2027 1,645,875.00 02/15/2028 1,520,000 3.000% 69,300.00 1,589,300.00 08/15/2028 46,500.00 46,500.00 12/31/2028 1,635,800.00 02/15/2029 1,540,000 3.000% 46,500.00 1,586,500.00 08/15/2029 23,400.00 23,400.00 12/31/2029 1,609,900.00 02/15/2030 1,560,000 3.000% 23,400.00 1,583,400.00 12/31/2030 1,583,400.00 19,340,000 5,035,673.34 24,375,673.34 24,375,673.34 Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 14 ESCROW REQUIREMENTS Town of Southold Refunding of 2008,2009&2011 Bonds Period Principal Ending Principal Interest Redeemed Total 02/15/2017 178,168.75 178,168.75 03/15/2017 215,000.00 81,196.88 296,196.88 05/15/2017 375,000.00 124,687.50 499,687.50 08/15/2017 640,000.00 178,168.75 818,168.75 09/15/2017 76,896.88 76,896.88 11/15/2017 117,187.50 117,187.50 02/15/2018 168,568.75 168,568.75 03/15/2018 225,000.00 76,896.88 301,896.88 05/15/2018 400,000.00 117,187.50 5,300,000.00 5,817,187.50 08/15/2018 650,000.00 168,568.75 818,568.75 09/15/2018 72,396.88 72,396.88 02/15/2019 158,818.75 158,818.75 03/15/2019 230,000.00 72,396.88 3,275,000.00 3,577,396.88 08/15/2019 665,000.00 158,818.75 8,295,000.00 9,118,818.75 3,400,000.00 1,749,959.40 16,870,000.00 22,019,959.40 Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 15 PROOF OF ARBITRAGE YIELD Town of Southold Refunding of 2008,2009&2011 Bonds Present Value Refunding of 2008 Refunding of 2009 Refunding of 2011 to 10/04/2016 Date Bonds Bonds Bonds Total @ 1.4681948164% 02/15/2017 466,431.39 282,887.78 773,904.17 1,523,223.34 1,515,136.64 08/15/2017 94,200.00 63,450.00 163,750.00 321,400.00 317,363.95 02/15/2018 484,200.00 283,450.00 773,750.00 1,541,400.00 1,510,951.66 08/15/2018 90,300.00 61,250.00 157,650.00 309,200.00, 300,883.38 02/15/2019 470,300.00 286,250.00 777,650.00 1,534,200.00 1,482,054.57 08/15/2019 84,600.00 57,875.00 148,350.00 290,825.00 278,892.90 02/15/2020 459,600.00 287,875.00 778,350.00 1,525,825.00 1,452,559.54 08/15/2020 78,975.00 54,425.00 138,900.00 272,300.00 257,335.89 02/15/2021 473,975.00 289,425.00 793,900.00 1,557,300.00 1,460,994.24 08/15/2021 73,050.00 50,900.00 129,075.00 253,025.00 235,647.67 02/15/2022 468,050.00 295,900.00 804,075.00 1,568,025.00 1,449,693.54 08/15/2022 65,150.00 46,000.00 115,575.00 226,725.00 208,087.57 02/15/2023 455,150.00 301,000.00 815,575.00 1,571,725.00 1,432,012.41 08/15/2023 57,350.00 40,900.00 101,575.00 199,825.00 180,735.53 02/15/2024 477,350.00 315;900.00 821,575.00 1,614,825.00 1,449,915.48 08/15/2024 46,850.00 34,025.00 83,575.00 164,450.00 146,579.96 02/15/2025 2,606,850.00 1,909,025.00 4,668,575.00 9,184,450.00 8,126,758.93 6,952,381.39 4,660,537.78 12,045,804.17 23,658,723.34 21,805,603.85 Proceeds Summary Delivery date 10/04/2016 Par Value 19,340,000.00 Premium(Discount) 2,465,603.85 Target for yield calculation 21,805,603.85 Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 16 PROOF OF ARBITRAGE YIELD Town of Southold Refunding of 2008,2009&2011 Bonds Assumed Call/Computation Dates for Premium Bonds Present Value Bond Maturity Call Call to 10/04/2016 Component Date Rate Yield Date Price @ 1.4681948164% REF8 02/15/2026 5.000% 1.530% 02/15/2025 100.000 2,385.47 REF8 02/15/2027 3.000% 1.650% 02/15/2025 100.000 6,346.75 REF8 02/15/2028 3.000% 1.750% 02/15/2025 100.000 10,256.97 REF8 02/15/2029 3.000% 1.850% 02/15/2025 100.000 13,519.76 REF8 02/15/2030 3.000% 1.950% 02/15/2025 100.000 16,792.30 BOND 02/15/2026 5.000% 1.530% 02/15/2025 100.000 5,725.13 BOND 02/15/2027 3.000% 1.650% 02/15/2025 100.000 16,093.54 BOND 02/15/2028 3.000% 1.750% 02/15/2025 100.000 25,176.21 BOND 02/15/2029 3.000% 1.850% 02/15/2025 100.000 34,899.84 BOND 02/15/2030 3.000% 1.950% 02/15/2025 100.000 44,845.33 Rejected Call/Computation Dates for Premium Bonds Present Value Bond Maturity Call Call to 10/04/2016 Increase Component Date Rate Yield Date Price @ 1.4681948164% to NPV REF8 02/15/2026 5.000% 1.530% 15,522.23 13,136.76 REF8 02/15/2027 3.000% 1.650% 17,526.19 11,179.44 REF8 02/15/2028 3.000% 1.750% 27,697.43 17,440.46 REF8 02/15/2029 3.000% 1.850% 36,081.00 22,561.24 REF8 02/15/2030 3.000% 1.950% 44,465.02 27,672.72 BOND 02/15/2026 5.000% 1.530% 37,253.35 31,528.22 BOND 02/15/2027 3.000% 1.650% 44,441.42 28,347.88 BOND 02/15/2028 3.000% 1.750% 67,984.60 42,808.39 BOND 02/15/2029 3.000% 1.850% 93,139.32 58,239.48 BOND 02/15/2030 3.000% 1.950% 118,747.76 73,902.43 Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 17 ESCROW DESCRIPTIONS DETAIL Town of Southold Refunding of 2008,2009&2011 Bonds Type of Type of Maturity First Int Par Max Security SLGS Date Pmt Date Amount Rate Rate Refunding of 2008 Bonds,Global Proceeds Escrow,Oct 4,2016: SLGS Certificate 05/15/2017 05/15/2017 472,250 0.500% 0.500% SLGS Note 11/15/2017 11/15/2016 96,023 0.620% 0.620% SLGS Note 05/15/2018 11/15/2016 5,796,320 0.720% 0.720% 6,364,593 Refunding of 2009 Bonds,Global Proceeds Escrow,Oct 4,2016: SLGS Certificate 03/15/2017 03/15/2017 281,187 0.430% 0.430% SLGS Certificate 09/15/2017 09/15/2017. 60,394 0.580% 0.580% SLGS Note 03/15/2018 03/15/2017 285,725 0.690% 0.690% SLGS Note 09/15/2018 03/15/2017 57,212 0.780% 0.780% SLGS Note 03/15/2019 03/15/2017 3,562,434 0.840% 0.840% 4,246,952 Refunding of 2011 Bonds,Global Proceeds Escrow,Oct 4,2016: SLGS Certificate 02/15/2017 02/15/2017, 145,746 0.370% 0.370% SLGS Certificate 08/15/2017 08/15/2017 770,198 0.560% 0.560% SLGS Note 02/15/2018 02/15/2017 124,320 0.670% 0.670% SLGS Note 08/15/2018 02/15/2017 774,736 0.760% 0.760% SLGS Note 02/15/2019 02/15/2017 117,931 0.830% 0.830% SLGS Note 08/15/2019 02/15/2017 9,078,419 0.890% 0.890% 11,011,350 21,622,895 SLGS Summary SLGS Rates File 31AUG16 Total Certificates of Indebtedness 1,729,775.00 Total Notes 19,893,120.00 Total original SLGS 21,622,895.00 Aug 31,2016 4:41 pm Prepared by Munistat Services, Inc. Page 18 ESCROW COST DETAIL Town of Southold Refunding of 2008,2009&2011 Bonds Type of Maturity Par Total Security Date Amount Rate - Cost Refunding of 2008 Bonds,Global Proceeds Escrow: SLGS 05/15/2017 472,250 0.500% 472,250.00 SLGS 11/15/2017 96,023 0.620% 96,023.00 SLGS 05/15/2018 5,796,320 0.720% 5,796,320.00 6,364,593 6,364,593.00 Refunding of 2009 Bonds,Global Proceeds Escrow: SLGS 03/15/2017 281,187 0.430% 281,187.00 SLGS 09/15/2017 60,394 0.580% 60,394.00 SLGS 03/15/2018 285,725 0.690% 285,725.00 SLGS 09/15/2018 57,212 0.780% 57,212.00 SLGS 03/15/2019 3,562,434 0.840% 3,562,434.00 4,246,952 4,246,952.00 Refunding of 2011 Bonds,Global Proceeds Escrow: SLGS 02/15/2017 145,746 0.370% 145,746.00 SLGS 08/15/2017 770,198 0.560% 770,198.00 SLGS 02/15/2018 124,320 0.670% 124,320.00 SLGS 08/15/2018 774,736 0.760% 774,736.00 SLGS 02/15/2019 117,931 0.830% 117,931.00 SLGS 08/15/2019 9,078,419 0.890% 9,078,419.00 11,011,350 11,011,350.00 21,622,895 21,622,895.00 Purchase Cost of Cash Total Escrow Date Securities Deposit Escrow Cost Yield Refunding of 2008 Bonds, Global Proceeds Escrow: 10/04/2016 6,364,593 0.27 6,364,593.27 0.712435% Refunding of 2009 Bonds,Global Proceeds Escrow: 10/04/2016 4,246,952 0.37 4,246,952.37 0.825672% Refunding of 2011 Bonds,Global Proceeds Escrow: 10/04/2016 11,011,350 0.17 11,011,350.17 0.872920% 21,622,895 0.81 21,622,895.81 Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 19 ESCROW CASH FLOW Town of Southold Refunding of 2008,2009&2011 Bonds Net Escrow Date Principal Interest Receipts 11/15/2016 4,831.01 4,831.01 02/15/2017 145,746.00 32,422.68 178,168.68 03/15/2017 281,187.00 15,010.21 296,197.21 05/15/2017 472,250.00 22,607.05 494,857.05 08/15/2017 770,198.00 47,971.11 818,169.11 09/15/2017 60,394.00 16,503.15 76,897.15 11/15/2017 96,023.00 21,164.42 117,187.42 02/15/2018 124,320.00 44,248.84 168,568.84 03/15/2018 285,725.00 16,171.10 301,896.10 05/15/2018 5,796,320.00 20,866.75 5,817,186.75 08/15/2018 774,736.00 43,832.37 818,568.37 09/15/2018 57,212.00 15,185.35 72,397.35 02/15/2019 117,931.00 40,888.37 158,819.37 03/15/2019 3,562,434.00 14,962.22 3,577,396.22 08/15/2019 9,078,419.00 40,398.96 9,118,817.96 21,622,895.00 397,063.59 22,019,958.59 " Escrow Cost Summary Purchase date 10/04/2016 Purchase cost of securities 21,622,895.00 Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 20 ESCROW SUFFICIENCY Town of Southold Refunding of 2008,2009&2011 Bonds Escrow Net Escrow Excess Excess Date Requirement Receipts Receipts Balance 10/04/2016 0.81 0.81 0.81 11/15/2016 4,831.01 4,831.01 4,831.82 02/15/2017 178,168.75 178,168.68 -0.07 4,831.75 03/15/2017 296,196.88 296,197.21 0.33 4,832.08 05/15/2017 499,687.50 494,857.05 -4,830.45 1.63 08/15/2017 818,168.75 818,169.11 0.36 1.99 69/15/2017 76,896.88 76,897.15 0.27 2.26 11/15/2017 117,187.50 117,187.42 -0.08 2.18 02/15/2018 168,568.75 168,568.84 0.09 2.27 03/15/2018 301,896.88 301,896.10 -0.78 1.49 05/15/2018 5,817,187.50 5,817,186.75 -0.75 0.74 08/15/2018 818,568.75 . 818,568.37 -0.38 0.36 09/15/2018 72,396.88 72,397.35 0.47 0.83 02/15/2019 158,818.75 158,819.37 0.62 1.45 03/15/2019 3,577,396.88 3,577,396.22 -0.66 0.79 08/15/2019 9,118,818.75 9,118,817.96 -0.79 22,019,959.40 22,019,959.40 0.00 Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 21 ESCROW STATISTICS Town of Southold Refunding of 2008,2009&2011 Bonds 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 Refunding of 2008 Bonds,Global Proceeds Escrow: 6,364,593.27 1.521 0.712435% 0.712258% 6,291,974.77 72,583.34 35.16 Refunding of 2009 Bonds,Global Proceeds Escrow: 4,246,952.37 2.194 0.825672% 0.825672% 4,187,636.46 59,315.89 0.02 Refunding of 2011 Bonds,Global Proceeds Escrow: 11,011,350.17 2.562 0.872920% 0.872920% 10,845,016.04 166,334.12 0.01 21,622,895.81 21,324,627.27 298,233.35 35.19 Delivery date 10/04/2016 Arbitrage yield 1.468195% Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 22 BOND SUMMARY STATISTICS Town of Southold Refunding of 2008,2009&2011 Bonds Dated Date 10/04/2016 Delivery Date 10/04/2016 Last Maturity 02/15/2030 Arbitrage Yield 1.468195% True Interest Cost(TIC) 1.764095% Net Interest Cost(NIC) 1.910258% All-In TIC 1.829234% Average Coupon 3.617644% Average Life(years) 7.197 Duration of Issue(years) 6.438 Par Amount 19,340,000.00 Bond Proceeds 21,805,603.85 Total Interest 5,035,673.34 Net Interest 2,659,033.49 Total Debt Service 24,375,673.34 Maximum Annual Debt Service 1,850,600.00 Average Annual Debt Service 1,823,995.51 Underwriter's Fees(per$1000) Average Takedown Other Fee 4.600000 Total Underwriter's Discount 4.600000 Bid Price 112.288727 Par Average Average Bond Component Value Price Coupon Life Ref of 08s 5,700,000.00 112.628 3.626% 7.034 Bond Component 13,640,000.00 112.799 3.614% 7.266 19,340,000.00 7.197 All-In Arbitrage TIC TIC Yield Par Value 19,340,000.00 19,340,000.00 19,340,000.00 +Accrued Interest +Premium(Discount) 2,465,603.85 2,465,603.85 2,465,603.85 -Underwriter's Discount -88,964.00 -88,964.00 -Cost of Issuance Expense -90,000.00 -Other Amounts Target Value 21,716,639.85 21,626,639.85 21,805,603.85 Target Date 10/04/2016 10/04/2016 10/04/2016 Yield 1.764095% 1.829234% 1.468195% Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 23 FORM 8038 STATISTICS Town of Southold Refunding of 2008,2009&2011 Bonds Dated Date 10/04/2016 Delivery Date 10/04/2016 Redemption Bond Component Date Principal Coupon Price Issue Price at Maturity Ref of 08s: 02/15/2017 395,000.00 2.000% 100.489 396,931.55 395,000.00 02/15/2018 390,000.00 2.000% 101.829 397,133.10 390,000.00 02/15/2019 380,000.00 3.000% 105.382 400,451.60 380,000.00 02/15/2020 375,000.00 3.000% 107.286 402,322.50 375,000.00 02/15/2021 395,000.00 3.000% 108.742 429,530.90 395,000.00 02/15/2022 395,000.00 4.000% 115.064 454,502.80 395,000.00 02/15/2023 390,000.00 4.000% 117.104 456,705.60 390,000.00 02/15/2024 420,000.00 5.000% 125.901 528,784.20 420,000.00 02/15/2025 420,000.00 5.000% 128.318 538,935.60 420,000.00 02/15/2026 425,000.00 5.000% 127.143 540,357.75 425,000.00 02/15/2027 420,000.00 3.000% 110.505 464,121.00 420,000.00 02/15/2028 440,000.00 3.000% 109.685 482,614.00 440,000.00 02/15/2029 430,000.00 3.000% 108.872 468,149.60 430,000.00 02/15/2030 425,000.00 3.000% 108.065 459,276.25 425,000.00 Bond Component: 02/15/2017 885,000.00 2.000% 100.489 889,327.65 885,000.00 02/15/2018 830,000.00 2.000% 101.829 845,180.70 830,000.00 02/15/2019 845,000.00 3.000% 105.382 890,477.90 845,000.00 02/15/2020 860,000.00 3.000% 107.286 922,659.60 860,000.00 02/15/2021 890,000.00 3.000% 108.742 967,803.80 890,000.00 02/15/2022 920,000.00 4.000% 115.064 1,058,588.80 920,000.00 02/15/2023 955,000.00 4.000% 117.104 1,118,343.20 955,000.00 02/15/2024 995,000.00 5.000% 125.901 1,252,714.95 995,000.00 02/15/2025 1,050,000.00 5.000% 128.318 1,347,339.00 1,050,000.00 02/15/2026 1,020,000.00 5.000% 127.143 1,296,858.60 1,020,000.00 02/15/2027 1,065,000.00 3.000% 110.505 1,176,878.25 1,065,000.00 02/15/2028 1,080,000.00 3.000% 109.685 1,184,598.00 1,080,000.00 02/15/2029 1,110,000.00 3.000% 108.872 1,208,479.20 1,110,000.00 02/15/2030 1,135,000.00 3.000% 108.065 1,226,537.75 1,135,000.00 19,340,000.00 21,805,603.85 19,340,000.00 Stated Weighted Maturity Interest Issue Redemption Average Date Rate Price at Maturity Maturity Yield Final Maturity 02/15/2030 3.000% 1,685,814.00 1,560,000.00 Entire Issue 21,805,603.85 19,340,000.00 7.3018 1.4682% Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 24 FORM 8038 STATISTICS Town of Southold Refunding of 2008,2009&2011 Bonds Proceeds used for accrued interest 0.00 Proceeds used for bond issuance costs(including underwriters'discount) 178,964.00 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 0.00 Proceeds used to advance refund prior issues 21,622,895.81 Remaining weighted average maturity of the bonds to be currently refunded 0.0000 Remaining weighted average maturity of the bonds to be advance refunded 7.4947 Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 25 FORM 8038 STATISTICS Town of Southold Refunding of 2008,2009&2011 Bonds Refunded Bonds Bond Component Date Principal Coupon Price Issue Price Public Improvement Bonds 2008: 08 BONDS 05/15/2017 375,000.00 4.000% 104.224 390,840.00 08 BONDS 05/15/2018 400,000.00 4.000% 103.334 413,336.00 08 BONDS 05/15/2019 400,000.00 . 4.000% 102.488 409,952.00 08 BONDS 05/15/2020 400,000.00 4.000% 101.651 406,604.00 08_BONDS 05/15/2021 425,000.00 4.000% 100.821 428,489.25 08_BONDS 05/15/2022 425,000.00 4.000% 100.000 425,000.00 08_BONDS 05/15/2023 425,000.00 4.000% 99.442 422,628.50 08-BONDS 05/15/2024 450,000.00 4.000%. 98.835 444,757.50 08_BONDS 05/15/2025 450,000.00 4.125% 99.697 448,636.50 08_BONDS 05/15/2026 450,000.00 4.250% 100.404 451,818.00 08_BONDS 05/15/2027 450,000.00 4.250% 100.000 450,000.00 08_BONDS 05/15/2028 475,000.00 4.250% 99.333 471,831.75 08_BONDS 05/15/2029 475,000.00 4.250% 98.632 468,502.00 08_BONDS 05/15/2030 475,000.00 4.250% 98.245 466,663.75 6,075,000.00 6,099,059.25 Pubilc Improvement Bonds 2009: 09_BONDS 03/15/2017 215,000.00 4.000% 106.698 229,400.70 09_BONDS 03/15/2018 225,000.00 4.000% 106.213 238,979.25 09_BONDS 03/15/2019 230,000.00 4.000% 105.484 242,613.20 09_BONDS 03/15/2020 240,000.00 4.000% 102.910 246,984.00 09_BONDS 03/15/2021 250,000.00 4.000% 101.235 253,087.50 09_BONDS 03/15/2022 260,000.00 4.000% 100.409 261,063.40 09_BONDS 03/15/2023 270,000.00 4.000% 100.000 270,000.00 09_BONDS 03/15/2024 290,000.00 4.000% 98.887 286,772.30 09_BONDS 03/15/2025 300,000.00 4.125% 99.132 297,396.00 09_BONDS 03/15/2026 310,000.00 4.125% 97.904 303,502.40 09_BONDS 03/15/2027 325,000.00 4.250% 98.148 318,981.00 09_BONDS 03/15/2028 330,000.00 4.250% 96.829 319,535.70 09_BONDS 03/15/2029 345,000.00 4.250% 95.707 330,189.15 09_BONDS 03/15/2030 355,000.00 4.375% 96.598 342,922.90 3,945,000.00 3,941,427.50 Public Improvement Bonds 2011: 11_BONDS 08/15/2017 640,000.00 3.000% 106.631 682,438.40 11 BONDS 08/15/2018 650,000.00 3.000% 104.912 681,928.00 11-BONDS 08/15/2019 665,000.00 3.000% 103.655 689,305.75 11 BONDS 08/15/2020 675,000.00 3.000% 101.442 684,733.50 11 BONDS 08/15/2021 700,000.00 3.000% 100.000 700,000.00 11-BONDS 08/15/2022 720,000.00 3.125% 99.300 714,960.00 11-BONDS 08/15/2023 740,000.00 3.250% 99.007 732,651.80 11-BONDS 08/15/2024 750,000.00 3.500% 100.000 750,000.00 11 BONDS 08/15/2025 '780,000.00 3.625% 99.722 777,831.60 11 BONDS 08/15/2026 735,000.00 3.750% 99.425 730,773.75 Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 26 FORM 8038 STATISTICS Town of Southold Refunding of 2008,2009&2011 Bonds Refunded Bonds Bond Component Date Principal Coupon Price Issue Price Public Improvement Bonds 2011: 11 BONDS 08/15/2027 760,000.00 4.000% 100.687 765,221.20 11_BONDS 08/15/2028 785,000.00 4.000% 100.000 785,000.00 11_BONDS 08/15/2029 810,000.00 4.000% 99.104 802,742.40 11 BONDS 08/15/2030 840,000.00 4.000% 98.029 823,443.60 10,250,000.00 10,321,030.00 20,270,000.00 20,361,516.75 Remaining Last Weighted . Call Issue Average Date Date Maturity Public Improvement Bonds 2008 05/15/2018 05/15/2008 7.3322 Pubilc Improvement Bonds 2009 03/15/2019 03/15/2009 7.4614 Public Improvement Bonds 2011 08/15/2019 06/29/2011 7.6035 All Refunded Issues 08/15/2019 7.4947 Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 27 NYS EIC Town of Southold Refunding of 2008,2009&2011 Bonds Effective Interest Cost 1.70009195% Par 19,340,000.00 Accrued Interest -OID/+OIP 2,465,603.85 Proceeds 21,805,603.85 NPV of Debt Service at EIC Debt Service PV factor to Final at EIC of Date Maturity 1.700% PV of Cashflow 02/15/2017 1,523,223.34 0.9938586358 1,513,868.67 08/15/2017 321,400.00 0.9854815892 316,733.78 02/15/2018 1,541,400.00 0.9771751511 1,506,217.78 08/15/2018 309,200.00 0.9689387265 299,595.85 02/15/2019 1,534,200.00 0.9607717251 1,474,015.98 08/15/2019 290,825.00 0.9526735618 277,061.29 02/15/2020 1,525,825.00 0.9446436564 1,441,360.91 08/15/2020 272,300.00 0.9366814335 255,058.35 02/15/2021 1,557,300.00 0.9287863228 1,446,398.94 08/15/2021 253,025.00 0.9209577584 233,025.34 02/15/2022 1,568,025.00 0.9131951795 1,431,912.87 08/15/2022 226,725.00 0.9054980299 205,299.04 02/15/2023 1,571,725.00 0.8978657582 1,411,198.06 08/15/2023 199,825.00 0.8902978174 177,903.76 02/15/2024 1,614,825.00 0.8827936654 1,425,557.28 08/15/2024 164,450.00 0.8753527644 143,951.76 02/15/2025 1,634,450.00 0.8679745814 1,418,661.05 08/15/2025 '127,700.00 0.8606585877 109,906.10 02/15/2026 1,572,700.00 0.8534042591 1,342,148.88 08/15/2026 91,575.00 0.8462110759 77,491.78 02/15/2027 1,576,575.00 0.8390785227 1,322,870.22 08/15/2027 69,300.00 0.8320060884 57,658.02 02/15/2028 1,589,300.00 0.8249932664 1,311,161.80 08/15/2028 46,500.00 0.8180395541 38,038.84 02/15/2029 1,586,500.00 0.8111444533 1,286,880.68 08/15/2029 23,400.00 0.8043074700 18,820.79 02/15/2030 1,583,400.00 0.7975281143 1,262,806.02 24,375,673.34 21,805,603.85 Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 28 PV SAVINGS Town of Southold Refunding of 2008,2009&2011 Bonds Dated 10/04/2016 EIC Yield 1.700092% Bond Par 19,340,000.00 PV PV Refunded Refunded Debt Refunding Refunding Debt Gross Date Debt Service Service Debt Service Service Savings PV Savings 02/15/2017 178,168.75 177,074.55 1,523,223.34 1,513,868.67 -1,345,054.59 -1,336,794.12 03/15/2017 296,196.88 293,962.82 296,196.88 293,962.82 05/15/2017 499,687.50 494,521.36 499,687.50 494,521.36 08/15/2017 818,168.75 806,290.24 321;400.00 316,733.78 496,768.75 489,556.46 09/15/2017 76,896.88 75,673.63 76,896.88 75,673.63 11/15/2017 117,187.50 114,998.39 117,187.50 114,998.39 02/15/2018 168,568.75 164,721.19 1,541,400.00 1,506,217.78 -1,372,831.25 -1,341,496.58 03/15/2018 301,896.88 294,590.24 301,896.88 294,590.24 05/15/2018 517,187.50 503,248.38 517,187.50 503,248.38 08/15/2018 818,568.75 793,142.96 309,200.00 299,595.85 509,368.75 493,547.11 09/15/2018 72,396.88 70,049.25 72,396.88 70,049.25 11/15/2018 109,187.50 105,349.19 109,187.50 105,349.19 02/15/2019 158,818.75 152,588.56 1,534,200.00 1,474,015.98 -1,375,381.25 -1,321,427.42 03/15/2019 302,396.88 290,124.79 302,396.88 290,124.79 05/15/2019 509,187.50 487,146.85 509,187.50 487,146.85 08/15/2019 823,818.75 784,830.34 290,825.00 277,061.29 532,993.75 507,769.05 09/15/2019 67,796.88 64,497.24 67,796.88 64,497.24 11/15/2019 101,187.50 95,991.53 101,187.50 95,991.53 02/15/2020 148,843.75 140,604.30 1,525,825.00 1,441,360.91 -1,376,981.25 -1,300,756.60 03/15/2020 307,796.88 290,348.47 307,796.88 290,348.47 05/15/2020 501,187.50 471,444.09 501,187.50 471,444.09 08/15/2020 823,843.75 771,679.14 272,300.00 255,058.35 551,543.75 516,620.79 09/15/2020 62,996.88 58,924.82 62,996.88 58,924.82 11/15/2020 93,187.50 86,918.36 93,187.50 86,918.36 02/15/2021 138,718.75 128,840.08 1,557,300.00 1,446,398.94 -1,418,581.25 -1,317,558.86 03/15/2021 312,996.88 290,297.39 312,996.88 290,297.39 05/15/2021 518,187.50 479,252.84 518,187.50 479,252.84 08/15/2021 838,118.75 772,424.54 253,025.00 233,025.34 585,693.75 539,399.20 09/15/2021 57,996.88 53,337.38 57,996.88 53,337.38 11/15/2021 84,687.50 77,664.22 84,687.50 77,664.22 02/15/2022 128,218.75 117,088.74 1,568,025.00 1,431,912.87 -1,439,806.25 -1,314,824.13 Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 29 PV SAVINGS Town of Southold Refunding of 2008,2009&2011 Bonds PV PV Refunded Refunded Debt Refunding Refunding Debt Gross Date Debt Service Service Debt Service Service Savings PV Savings 03/15/2022 317,996.88 289,983.83 317,996.88 289,983.83 05/15/2022 509,687.50 463,478.45 509,687.50 463,478.45 08/15/2022 848,218.75 768,060.41 226,725.00 205,299.04 621,493.75 562,761.37 09/15/2022 52,796.88 47,740.07 52,796.88 47,740.07 11/15/2022 76,187.50 68,696.27 76,187.50 68,696.27 02/15/2023 116,968.75 105,022.24 1,571,725.00 1,411,198.06 -1,454,756.25 -1,306,175.82 03/15/2023 322,796.88 289,419.68 322,796.88 289,419.68 05/15/2023 501,187.50 448,098.60 501,187.50 448,098.60 08/15/2023 856,968.75 762,957.41 199,825.00 177,903.76 657,143.75 585,053.65 09/15/2023 47,396.88 42,137.85 47,396.88 42,137.85 11/15/2023 67,687.50 60,007.53 67,687.50 60,007.53 02/15/2024 104,943.75 92,643.68 1,614,825.00 1,425,557.28 -1,509,881.25 -1,332,913.60 03/15/2024 337,396.88 297,431.93 337,396.88 297,431.93 05/15/2024 517,687.50 455,081.14 517,687.50 455,081.14 08/15/2024 854,943.75 748,377.37 164,450.00 143,951.76 690,493.75 604,425.61 09/15/2024 41,596.88 36,360.61 41,596.88 36,360.61 11/15/2024 58,687.50 51,155.30 58,687.50 51,155.30 02/15/2025 91,818.75 79,696.34 1,634,450.00 1,418,661.05 -1,542,631.25 -1,338,964.71 03/15/2025 341,596.88 296,079.42 341,596.88 296,079.42 05/15/2025 508,687.50 439,663.10 508,687.50 439,663.10 08/15/2025 871,818.75 750,338.29 127,700.00 109,906.10 744,118.75 640,432.19 09/15/2025 35,409.38 30,432.42 35,409.38 30,432.42 11/15/2025 49,406.25 42,342.33 49,406.25 42,342.33 02/15/2026 77,681.25 66,293.51 1,572,700.00 1,342,148.88 -1,495,018.75 -1,275,855.37 03/15/2026 345,409.38 294,358.28 345,409.38 294,358.28 05/15/2026 499,406.25 424,395.46 499,406.25 424,395.46 08/15/2026 812,681.25 687,699.87 91,575.00 77,491.78 721,106.25 610,208.10 09/15/2026 29,015.63 24,518.73 29,015.63 24,518.73 11/15/2026 39,843.75 33,573.83 39,843.75 33,573.83 02/15/2027 63,900.00 53,617.12 1,576,575.00 1,322,870.22 -1,512,675.00 -1,269,253.10 03/15/2027 354,015.63 296,628.15 354,015.63 296,628.15 05/15/2027 489,843.75 409,281.51 489,843.75 409,281.51 08/15/2027 823,900.00 685,489.82 69,300.00 57,658.02 754,600.00 627,831.79 09/15/2027 22,109.38 18,369.21 22,109:38 18,369.21 11/15/2027 30,281.25 25,087.78 30,281.25 25,087.78 02/15/2028 48,700.00 40,177.17 1,589,300.00 1,311,161.80 -1,540,600.00 -1,270,984.63 Aug 31,2016 4:41 pm Prepared by Munistat Services, Inc. Page 30 PV SAVINGS Town of Southold Refunding of 2008,2009&2011 Bonds PV PV Refunded Refunded Debt Refunding Refunding Debt Gross Date Debt Service Service Debt Service Service Savings PV Savings 03/15/2028 352,109.38 290,078.35 352,109.38 290,078.35 05/15/2028 505,281.25 415,093.12 505,281.25 415,093.12 08/15/2028 833,700.00 681,999.58 46,500.00 38,038.84 787,200.00 643,960.74 09/15/2028 15,096.88 12,332.43 15,096.88 12,332.43 11/15/2028 20,187.50 16,444.43 20,187.50 16,444.43 02/15/2029 33,000.00 26,767.77 1,586,500.00 1,286,880.68 -1,553,500.00 -1,260,112.91 03/15/2029 360,096.88 291,678.81 360,096.88 291,678.81 05/15/2029 495,187.50 399,972.22 495,187.50 399,972.22 08/15/2029 843,000.00 678,031.20 23,400.00 18,820.79 819,600.00 659,210.40 09/15/2029 7,765.63 6,237.15 7,765.63 6,237.15 11/15/2029 10,093.75 8,084.19 10,093.75 8,084.19 02/15/2030 16,800.00 13,398.47 1,583,400.00 1,262,806.02 -1,566,600.00 -1,249,407.54 03/15/2030 362,765.63 288,907.92 362,765.63 288,907.92 05/15/2030 485,093.75 385,242.00 485,093.75 385,242.00 08/15/2030 856,800.00 677,562.50 856,800.00 677,562.50 26,320,353.26 23,424,150.74 24,375,673.34 21,805,603.85 1,944,679.92 1,618,546.89 Savings Summary Plus:Rounding Amount 3,744.04 Less:Contribution Amount PV Savings 1,618,546.89 Net PV Savings. 1,622,290.93 Savings% 8.599% Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 31 NYS EIC Town of Southold Refunding of 2008,2009&2011 Bonds Effective Interest Cost 1.70009195% Par 19,340,000.00 Accrued Interest -OID/+OIP 2,465,603.85 . Proceeds 21,805,603.85 NPV of Debt Service at EIC Debt Service PV factor to Final at EIC of Date Maturity 1.700% PV of Cashflow 02/15/2017 1,523,223.34 0.9938586358 1,513,868.67 08/15/2017 321,400.00 0.9854815892 316,733.78 02/15/2018 1,541,400.00 0.9771751511 1,506,217.78 08/15/2018 309,200.00 0.9689387265 299,595.85 02/15/2019 1,534,200.00 0.9607717251 1,474,015.98 08/15/2019 290,825.00 0.9526735618 277,061.29 02/15/2020 1,525,825.00 0.9446436564 1,441,360.91 08/15/2020 272,300.00 0.9366814335 255,058.35 02/15/2021 1,557,300.00 0.9287863228 1,446,398.94 08/15/2021 253,025.00 0.9209577584 233,025.34 02/15/2022 1,568,025.00 0.9131951795 1,431,912.87 08/15/2022 226,725.00 0.9054980299 205,299.04 02/15/2023 1,571,725.00 0.8978657582 1,411,198.06 08/15/2023 199,825.00 0.8902978174 177,903.76 02/15/2024 1,614,825.00 0.8827936654 .1,425,557.28 08/15/2024 164,450.00 0.8753527644 143,951.76 02/15/2025 1,634,450.00 0.8679745814 1,418,661.05 08/15/2025 127,700.00 0.8606585877 109,906.10 02/15/2026 1,572,700.00 0.8534042591 1,342,148.88 08/15/2026 91,575.00 0.8462110759 77,491.78 02/15/2027 1,576,575.00 0.8390785227 1,322,870.22 08/15/2027 69,300.00 0.8320060884 57,658.02 02/15/2028 1,589,300.00 0.8249932664 1,311,161.80 08/15/2028 46,500.00 0.8180395541 38,038.84 02/15/2029 1,586,500.00 0.8111444533 1,286,880.68 08/15/2029 23,400.00 0.8043074700 18,820.79 02/15/2030 1,583,400.00 0.7975281143 1,262,806.02 24,375,673.34 21,805,603.85 Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 32 PV SAVINGS Town of Southold Refunding of 2008,2009&2011 Bonds Dated 10/04/2016 EIC Yield 1.700092% Bond Par 19,340,000.00 PV PV Refunded Refunded Debt Refunding Refunding Debt Gross Date Debt Service Service Debt Service Service Savings PV Savings 02/15/2017 178,168.75 177,074.55 1,523,223.34 1,513,868.67 -1,345,054.59 -1,336,794.12 03/15/2017 296,196.88 293,962.82 296,196.88 293,962.82 05/15/2017 499,687.50 494,521.36 499,687.50 494,521.36 08/15/2017 818,168.75 806,290.24 321,400.00 316,733.78 496,768.75 489,556.46 09/15/2017 76,896.88 75,673.63 76,896.88 75,673.63 11/15/2017 117,187.50 114,998.39 117,187.50 114,998.39 02/15/2018 168,568.75 164,721.19 1,541,400.00 1,506,217.78 -1,372,831.25 -1,341,496.58 03/15/2018 301,896.88 294,590.24 301,896.88 294,590.24 05/15/2018 517,187.50 503,248.38 517,187.50 503,248.38 08/15/2018 818,568.75 793,142.96 309,200.00 299,595.85 509,368.75 493,547.11 09/15/2018 72,396.88 70,049.25 72,396.88 70,049.25 11/15/2018 109,187.50 105,349.19 109,187.50 105,349.19 02/15/2019 158,818.75 152,588.56 1,534,200.00 1,474,015.98 -1,375,381.25 -1,321,427.42 03/15/2019 302,396.88 290,124.79 302,396.88 290,124.79 05/15/2019 509,187.50 487,146.85 509,187.50 487,146.85 08/15/2019 823,818.75 784,830.34 290,825.00 277,061.29 532,993.75 507,769.05 09/15/2019 67,796.88 64,497.24 67,796.88 64,497.24 11/15/2019 101,187.50 95,991.53 101,187.50 95,991.53 02/15/2020 148,843.75 140,604.30 1,525,825.00 1,441,360.91 -1,376,981.25 -1,300,756.60 03/15/2020 307,796.88 290,348.47 . 307,796.88 290,348.47 05/15/2020 501,187.50 471,444.09 501,187.50 471,444.09 08/15/2020 823,843.75 771,679.14 272,300.00 255,058.35 551,543.75 516,620.79 09/15/2020 62,996.88 58,924.82 62,996.88 58,924.82 11/15/2020 93,187.50 86,918.36 93,187.50 86,918.36 02/15/2021 138,718.75 128,840.08 1,557,300.00 1,446,398.94 -1,418,581.25 -1,317,558.86 03/15/2021 312,996.88 290,297.39 312,996.88 290,297.39 05/15/2021 518,187.50 479,252.84 518,187.50 479,252.84 08/15/2021 838,718.75 772,424.54 253,025.00 233,025.34 585,693.75 539,399.20 09/15/2021 57,996.88 53,337.38 57,996.88 53,337.38 11/15/2021 84,687.50 77,664.22 84,687.50 77,664.22 _ 02/15/2022 128,218.75 117,088.74 1,568,025.00 1,431,912.87 -1,439,806.25 -1,314,824.13 Aug 31,2016 4:41 pm Prepared by Munistat Services, Inc: Page 33 PV SAVINGS Town of Southold Refunding of 2008,2009&2011 Bonds PV PV Refunded Refunded Debt Refunding Refunding Debt Gross Date Debt Service Service Debt Service Service Savings PV Savings 03/15/2022 317,996.88 289,983.83 317,996.88 289,983.83 05/15/2022 509,687.50 463,478.45 509,687.50 463,478.45 08/15/2022 848,218.75 768,060.41 226,725.00 -205,299.04 621,493.75 562,761.37 09/15/2022 52,796.88 47,740.07 52,796.88 47,740.07 11/15/2022 76,187.50 68,696.27 76,187.50 68,696.27 02/15/2023 116,968.75 105,022.24 1,571,725.00 1,411,198.06 -1,454,756.25 -1,306,175.82 03/15/2023 322,796.88 289,419.68 322,796.88 289,419.68 05/15/2023 501,187.50 448,098.60 501,187.50 448,098.60 08/15/2023 856,968.75 762,957.41 199,825.00 177,903.76 657,143.75 585,053.65 09/15/2023 47,396.88 42,137.85 47,396.88 42,137.85 11/15/2023 67,687.50 60,007.53 67,687.50 60,007.53 02/15/2024 104,943.75 92,643.68 1,614,825.00 1,425,557.28 .-1,509,881.25 -1,332,913.60 03/15/2024 337,396.88 297,431.93 337,396.88 297,431.93 05/15/2024 517,687.50 455,081.14 517,687.50 455,081.14 08/15/2024 . 854,943.75 748,377.37 164,450.00 143,951.76 690,493.75 604,425.61 09/15/2024 41,596.88 36,360.61 41,596.88 36,360.61 11/15/2024 58,687.50 51,155.30 58,687.50 51,155.30 02/15/2025 91,818.75 79,696.34 1,634,450.00 1,418,661.05 -1,542,631.25 -1,338,964.71 03/15/2025 341,596.88 296,079.42 341,596.88 296,079.42 05/15/2025 508,687.50 439,663.10 508,687.50 439,663.10 08/15/2025 871,818.75 750,338.29 127,700.00 109,906.10 744,118.75 640,432.19 09/15/2025 35,409.38 30,432.42 35,409.38 30,432.42 11/15/2025 49,406.25 42,342.33 49,406.25 42,342.33 02/15/2026 77,681.25 66,293.51 1,5725700.00 1,3425148.88 -1,495,018.75 -1,275,855.37 03/15/2026 345,409.38 294,358.28 345,409.38 294,358.28 05/15/2026 499,406.25 4245395.46 499,406.25 4245395.46 08/15/2026 8125681.25 6875699.87 915575.00 775491.78 721,106.25 6105208.10 09/15/2026 29,015.63 245518.73 29,015.63 245518.73 11/15/2026 39,843.75 335573.83 39,843.75 335573.83 02/15/2027 635900.00 53,617.12 1,5765575.00 1,3225870.22 -1,512,675.00 -1,269,253.10 03/15/2027 354,015.63 2965628.15 354,015.63 2965628.15 05/15/2027 4895843.75 4095281.51 489,843.75 4095281.51 08/15/2027 823,900.00 685,489.82 69,300.00 57,658.02 7545600.00 627,831.79 09/15/2027 225109.38 185369.21 22,109.38 18,369.21 11/15/2027 30,281.25 25,087.78 30,281.25 25,087.78 02/15/2028 48,700.00 40,177.17 1,5895300.00 1,311,161.80 -1,540,600.00 -1,2705984.63 Aug 31,2016 4:41.pm Prepared by Munistat Services,Inc. Page 34 PV SAVINGS Town of Southold Refunding of 2008,2009&2011 Bonds PV PV Refunded Refunded Debt Refunding Refunding Debt Gross Date Debt Service Service Debt Service Service Savings. PV Savings 03/15/2028 352,109.38 290,078.35 352,109.38 290,078.35 05/15/2028 505,281.25 415,093.12 505,281.25 415,093.12 08/15/2028 833,700.00 681,999.58 46,500.00 38,038.84 787,200.00 643,960.74 09/15/2028 15,096.88 12,332.43 15,096.88 12,332.43 11/15/2028 20,187.50 16,444.43 20,187.50 16,444.43 02/15/2029 33,000.00 26,767.77 1,586,500.00 1,286,880.68 -1,553,500.00 -1,260,112.91 03/15/2029 360,096.88 291,678.81 360,096.88 291,678.81 05/15/2029 495,187.50 399,972.22 495,187.50 399,972.22 08/15/2029 843,000.00 678,031.20 23,400.00 18,820.79 819,600.00 659,210.40 09/15/2029 7,765.63 6,237.15 7,765.63 6,237.15 11/15/2029 10,093.75 8,084.19 10,093.75 8,084.19 02/15/2030 16,800.00 13,398.47 1,583,400.00 1,262,806.02 -1,566,600.00 -1,249,407.54 03/15/2030 362,765.63 288,907.92 362,765.63 288,907.92 05/15/2030 485,093.75 385,242.00 485,093.75 385,242.00 08/15/2030 856,800.00 677,562.50 856,800.00 677,562.50 26,320,353.26 23,424,150.74 24,375,673.34 21,805,603.85 1,944,679.92 1,618,546.89 Savings Summary Plus:Rounding Amount 3,744.04 Less:Contribution Amount PV Savings 1,618,546.89 Net PV Savings 1,622,290.93 Savings% 8.599% Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. . Page 35 SOURCES AND USES OF FUNDS Town of Southold Refunding of 2008 Bonds Dated Date 10/04/2016 Delivery Date 10/04/2016 Sources: Bond Proceeds: Par Amount 5,700,000.00 Premium 719,816.45 6,419,816.45 Uses: Refunding Escrow Deposits: Cash Deposit 0.27 SLGS Purchases 6,364,593.00 6,364,593.27 Delivery Date Expenses: Cost of Issuance 26,525.34 Underwriter's Discount 26,220.00 52,745.34 Other Uses of Funds: Additional Proceeds 2,477.84 6,419,816.45 Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 36 SUMMARY OF REFUNDING RESULTS Town of Southold Refunding of 2008 Bonds Dated Date 10/04/2016 Delivery Date 10/04/2016 Arbitrage yield 1.468195% Escrow yield 0.712435% Value of Negative Arbitrage 72,583.34 Bond Par Amount 5,700,000.00 True Interest Cost 1.750200% Net Interest Cost 1.895999% Average Coupon 3.625917% Average Life 7.034 Par amount of refunded bonds 6,075,000.00 Average coupon of refunded bonds 4.096750% Average life of refunded bonds 7.392 PV of prior debt to 10/04/2016 @ 1.468195% 7,170,639.05 Net PV Savings 665,251.66 Percentage savings of refunded bonds 10.950645% Percentage savings of refunding bonds 11.671082% Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 37 SAVINGS Town of Southold Refunding of 2008 Bonds Present Value Prior Refunding Annual to 10/04/2016 Date Debt Service Debt Service Savings Savings @ 1.4681948% 02/15/2017 466,431.39 -466,431.39 -463,955.13 05/15/2017 499,687.50 499,687.50 495,220.31 08/15/2017 94,200.00 -94,200.00 -93,017.06 11/15/2017 117,187.50 117,187.50 115,293.48 12/31/2017 56,243.61 02/15/2018 484,200.00 -484,200.00 -474,635.26 05/15/2018 517,187.50 517,187.50 505,120.49 08/15/2018 90,300.00 -90,300.00 -87,871.18 11/15/2018 109,187.50 109,187.50 105,862.80 12/31/2018 51,875.00 02/15/2019 470,300.00 -470,300.00 -454,315.12 05/15/2019 509,187.50 509,187.50 490,085.33 08/15/2019 84,600.00 -84,600.00 -81,128.99 11/15/2019 101,187.50 101,187.50 96,681.71 12/31/2019 55,475.00 02/15/2020 459,600.00 -459,600.00 -437,531.41 05/15/2020 501,187.50 501,187.50 475,380.32 08/15/2020 78,975.00 -78,975.00 -74,634.97 11/15/2020 93,187.50 93,187.50 87,744.95 12/31/2020 55,800.00 02/15/2021 473,975.00 -473,975.00 -444,663.68 05/15/2021 518,187.50 518,187.50 484,367.40 08/15/2021 73,050.00 -73,050.00 -68,033.05 11/15/2021 84,687.50 84,687.50 78,583.39 12/31/2021 55,850.00 02/15/2022 468,050.00 -468,050.00 -432,728.47 05/15/2022 509,687.50 509,687.50 469,503.63 08/15/2022 65,150.00 -65,150.00 -59,794.49 11/15/2022 76,187.50 76,187.50 69,669.42 12/31/2022 52,675.00 02/15/2023 455,150.00 -455,150.00 -414,691.15 05/15/2023 501,187.50 501,187.50 454,969.41 08/15/2023 57,350.00 -57,350.00 -51,871.30 11/15/2023 67,687.50 67,687.50 60,997.77 12/31/2023 56,375.00 02/15/2024 477,350.00 -477,350.00 428,601.96 05/15/2024 517,687.50 517,687.50 463,123.32 08/15/2024 46,850.00 -46,850.00 -41,759.02 11/15/2024 58,687.50 58,687.50 52,119.24 12/31/2024 52,175.00 02/15/2025 466,850.00 -466,850.00 -413,087.06 05/15/2025 508,687.50 508,687.50 448,463.44 08/15/2025 36,350.00 -36,350.00 -31,929.50 11/15/2025 49,406.25 49,406.25 43,239.57 12/31/2025 54,893.75 02/15/2026 461,350.00 -461,350.00 -402,292.33 05/15/2026 499,406.25 499,406.25 433,887.31 08/15/2026 25,725.00 -25,725.00 -22,268.46 11/15/2026 39,843.75 39,843.75 34,364.24 12/31/2026 52,175.00 02/15/2027 445,725.00 -445,725.00 -383,023.32 05/15/2027 489,843.75 489,843:75 419,399.15 08/15/2027 19,425.00 -19,425.00 -16,570.77 Aug 31, 2016 4:41 pm Prepared by Munistat Services,Inc. Page 38 SAVINGS Town of Southold Refunding of 2008 Bonds Present Value Prior Refunding Annual to 10/04/2016 Date Debt Service Debt Service Savings Savings @ 1.4681948% 11/15/2027 30,281.25 30,281.25 25,737.55 12/31/2027 54,975.00 02/15/2028 459,425.00 -459,425.00 -389,062.93 05/15/2028 505,281.25 505,281.25 426,334.19 08/15/2028 12,825.00 -12,825.00 -10,781.67 11/15/2028 20,187.50 20,187.50 16,909.20 12/31/2028 53,218.75 02/15/2029 442,825.00 -442,825.00 -369,559.49 05/15/2029 495,187.50 495,187.50 411,750.04 08/15/2029 6,375.00 -6,375.00 -5,281.48 1.1/15/2029 10,093.75 10,093.75 8,331.82 12/31/2029 56,081.25 02/15/2030 431,375.00 -431,375.00 -354,775.97 05/15/2030 485,093.75 485,093.75 397,499.57 12/31/2030 53,718.75 7,915,312.50 7,153,781.39 761,531.11 761,531.11 662,773.82 Savings Summary PV of savings from cash flow 662,773.82 Plus:Refunding funds on hand 2,477.84 Net PV Savings 665,251.66 Aug 31,2016 4:41 pm Prepared by Munistat Services, Inc. Page 39 BOND PRICING Town of Southold Refunding of 2008 Bonds Maturity Yield to Call Call Call Date Call Price Bond Component Date Amount Rate Yield Price Maturity Date Price for Arb Yield for Arb Yield Ref of 08s: 02/15/2017 395,000 2.000% 0.650% 100.489 02/15/2018 390,000 2.000% 0.650% 101.829. 02/15/2019 380,000 3.000% 0.700% 105.382 02/15/2020 375,000 3.000% 0.800% 107.286 02/15/2021 395,000 3.000% 0.950% 108.742 02/15/2022 395,000 4.000% 1.100% 115.064 02/15/2023 390,000 4.000% 1.200% 117.104 02/15/2024 420,000 5.000% 1.300% 125.901 02/15/2025 420,000 5.000% 1.400% 128.318 02/15/2026 425,000 5.000% 1.530% 127.143 C 1.832% 02/15/2025 100.000 02/15/2025 100.000 02/15/2027 420,000 3.000% 1.650% 110.505 C 1.880% 02/15/2025 100.000 02/15/2025 100.000 02/15/2028 440,000 3.000% 1.750% 109.685 C 2.041% 02/15/2025 100.000 02/15/2025 100.000 02/15/2029 430,000 3.000% 1.850% 108.872 C 2.177% 02/15/2025 100.000 02/15/2025 100.000 02/15/2030 425,000 3.000% 1.950% 108.065 C 2.296% 02/15/2025 100.000 02/15/2025 100.000 5,700,000 Dated Date 10/04/2016 Delivery Date 10/04/2016 First Coupon 02/15/2017 Par Amount 5,700,000.00 Premium 719,816.45 Production 6,419,816.45 112.628359% Underwriter's Discount -26,220.00 -0.460000% Purchase Price 6,393,596.45 112.168359% Accrued Interest Net Proceeds 6,393,596.45 Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 40 BOND DEBT SERVICE Town of Southold Refunding of 2008 Bonds Period Annual Ending Principal Coupon Interest Debt Service Debt Service 02/15/2017 395,000 2.000% 71,431.39 466,431.39 08/15/2017 94,200.00 94,200.00 12/31/2017 560,631.39 02/15/2018 390,000 2.000% 94,200.00 484,200.00 08/15/2018 90,300.00 90,300.00 12/31/2018 574,500.00 02/15/2019 380,000 3.000% 90,300.00 470,300.00 08/15/2019 84,600.00 84,600.00 12/31/2019 554,900.00 02/15/2020 375,000 3.000% 84,600.00 459,600.00 08/15/2020 78,975.00 78,975.00 12/31/2020 538,575.00 02/15/2021 395,000 3.000% 78,975.00 473,975.00 08/15/2021 73,050.00 73,050.00 12/31/2021 547,025.00 02/15/2022 395,000 4.000% 73,050.00 468,050.00 08/15/2022 65,150.00 65,150.00 12/31/2022 533,200.00 02/15/2023 390,000 4.000% 65,150.00 455,150.00 08/15/2023 57,350.00 57,350.00 12/31/2023 512,500.00 02/15/2024 420,000 5.000% 57,350.00 477,350.00 08/15/2024 46,850.00 46,850:00 12/31/2024 524,200.00 02/15/2025 420,000 5.000% 46,850.00 466,850.00 08/15/2025 36,350.00 36,350.00 12/31/2025 503,200.00 02/15/2026 425,000 5.000% 36,350.00 461,350.00 08/15/2026 25,725.00 25,725.00 12/31/2026 487,075.00 02/15/2027 420,000 3.000% 25,725.00 445,725.00 08/15/2027 19,425.00 19,425.00 12/31/2027 465,150.00 02/15/2028 440,000 3.000% 19,425.00 459,425.00 08/15/2028 12,825.00 12,825.00 12/31/2028 472,250.00 02/15/2029 430,000 3.000% 12,825.00 442,825.00 08/15/2029 6,375.00 6,375.00 12/31/2029 449,200.00 02/15/2030 425,000 3.000% 6,375.00 431,375.00 12/31/2030 431,375.00 5,700,000 1,453,781.39 7,153,781.39 7,153,781.39 Aug 31, 2016 4:41 pm Prepared by Munistat Services,Inc. Page 41 PRIOR BOND DEBT SERVICE Town of Southold Refunding of 2008 Bonds Period Annual Ending Principal Coupon Interest Debt Service Debt Service 05/15/2017 375,000 4.000% 124,687.50 499,687.50 11/15/2017 117,187.50 117,187.50 12/31/2017 616,875.00 05/15/2018 400,000 4.000% 117,187.50 517,187.50 11/15/2018 109,187.50 109,187.50 12/31/2018 626,375.00 05/15/2019 400,000 4.000% 109,187.50 509,187.50 11/15/2019 101,187.50 101,187.50 12/31/2019 610,375.00 05/15/2020 400,000 4.000% 101,187.50 501,187.50 11/15/2020 93,187.50 93,187.50 12/31/2020 594,375.00 05/15/2021 425,000 4.000% 93,187.50 518,187.50 11/15/2021 84,687.50 84,687.50 12/31/2021 602,875.00 05/15/2022 425,000 4.000% 84,687.50 509,687.50 11/15/2022 76,187.50 76,187.50 12/31/2022 585,875.00 05/15/2023 425,000 4.000% 76,187.50 501,187.50 11/15/2023 67,687.50 67,687.50 12/31/2023 568,875.00 05/15/2024 450,000 4.000% 67,687.50 517,687.50 11/15/2024 58,687.50 58,687.50 12/31/2024 576,375.00 05/15/2025 450,000 4.125% 58,687.50 508,687.50 11/15/2025 49,406.25 49,406.25 12/31/2025 558,093.75 05/15/2026 450,000 4.250% 49,406.25 499,406.25 11/15/2026 39,843.75 39,843.75 12/31/2026 539,250.00 05/15/2027 450,000 4.250% 39,843.75 489,843.75 11/15/2027 30,281.25 30,281.25 12/31/2027 520,125.00 05/15/2028 475,000 4.250% 30,281.25 505,281.25 11/15/2028 20,187.50 20,187.50 12/31/2028 525,468.75 05/15/2029 475,000 4.250% 20,187.50 495,187.50 11/15/2029 10,093.75 10,093.75 12/31/2029 505,281.25 05/15/2030 475,000 4.250% 10,093.75 485,093.75 12/31/2030 485,093.75 6,075,000 1,840,312.50 7,915,312.50 7,915,312.50 Aug 31, 2016 4:41 pm Prepared by Munistat Services,Inc. Page 42 SUMMARY OF BONDS REFUNDED Town of Southold Refunding of 2008 Bonds Maturity Interest Par Call Call Bond Date Rate Amount Date Price Public Improvement Bonds 2008, 2008BOND: 08_BONDS 05/15/2017 4.000% 375,000.00 05/15/2018 4.000% 400,000.00 05/15/2019 4.000% 400,000.00 05/15/2018 100.000 05/15/2020 4.000% 400,000.00 05/15/2018 100.000 05/15/2021 4.000% 425,000.00 05/15/2018 100.000 05/15/2022 4.000% 425,000.00 05/15/2018 100.000 05/15/2023 4.000% 425,000.00 05/15/2018 100.000 05/15/2024 4.000% 450,000.00 05/15/2018 100.000 05/15/2025 4.125% 450,000.00 05/15/2018 100.000 05/15/2026 4.250% 450,000.00 05/15/2018 100.000 05/15/2027 4.250% 450,000.00 05/15/2018 100.000 05/15/2028 4.250% 475,000.00 05/15/2018 100.000 05/15/2029 4.250% 475,000.00 05/15/2018 100.000 05/15/2030 . 4.250% 475,000.00 05/15/2018 100.000 6,075,000.00 Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 43 ESCROW DESCRIPTIONS Town of Southold Refunding of 2008 Bonds Type of Type of Maturity First Int Par Max Security SLGS Date Pmt Date Amount Rate Rate Oct 4,2016: SLGS Certificate 05/15/2017 05/15/2017 472,250 0.500% 0.500% SLGS Note 11/15/2017 11/15/2016 96,023 0.620% 0.620% SLGS Note 05/15/2018 11/15/2016 5,796,320 0.720% 0.720% 6,364,593 SLGS Summary SLGS Rates File 31AUG16 Total Certificates of Indebtedness 472,250.00 Total Notes 5,892,343.00 Total original SLGS 6,364,593.00 Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 44 ESCROW COST Town of Southold Refunding of 2008 Bonds Type of Maturity Par Total, Security Date Amount Rate Cost SLGS 05/15/2017 472,250 0.500% 472,250.00 SLGS 11/15/2017 96,023 0.620% 96,023.00 SLGS 05/15/2018 5,796,320 0.720% 5,796,320.00 6,364,593 6,364,593.00 Purchase Cost of Cash Total Date Securities Deposit Escrow Cost Yield 10/04/2016 6,364,593 0.27 6,364,593.27 0.712435% 6,364,593 0.27 6,364,593.27 Aug 31, 2016 4:41 pm Prepared by Muni stat Services,Inc. Page 45 ESCROW CASH FLOW Town of Southold Refunding of 2008 Bonds Present Value Net Escrow to 10/04/2016 Date Principal Interest Receipts @ 0.7124349% 11/15/2016 4,831.01 4,831.01 4,827.10 05/15/2017 472,250.00 22,607.05 494,857.05 492,701.32 11/15/2017 96,023.00 21,164.42 117,187.42 116,262.77 05/15/2018 5,796,320.00 20,866.75 5,817,186.75 5,750,801.81 6,364,593.00 69,469.23 6,434,062.23 6,364,593.00 Escrow Cost Summary Purchase date 10/04/2016 Purchase cost of securities 6,364,593.00 Target for yield calculation 6,364,593.00 Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 46 ESCROW SUFFICIENCY Town of Southold Refunding of 2008 Bonds Escrow Net Escrow Excess Excess Date Requirement Receipts Receipts Balance 10/04/2016 0.27 0.27 0.27 11/15/2016 4,831.01 4,831.01 4,831.28 05/15/2017 499,687.50 494,857.05 -4,830.45 0.83 11/15/2017 117,187.50 117,187.42 -0.08 0.75 05/15/2018 5,817,187.50 5,817,186.75 -0.75 6,434,062.50 6,434,062.50 0.00 Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 47 ESCROW STATISTICS Town of Southold Refunding of 2008 Bonds Modified Yield to Yield to Perfect Value of Total Duration Receipt Disbursement Escrow Negative Cost of Escrow Cost (years) Date Date Cost Arbitrage Dead Time Global Proceeds Escrow: 6,364,593.27 1.521 0.712435% 0.712258% 6,291,974.77 72,583.34 35.16 6,364,593.27 6,291,974.77 72,583.34 35.16 Delivery date 10/04/2016 Arbitrage yield 1.468195% Aug 31,2016 4:41 pm Prepared by Muni stat Services,Inc. Page 48 PROOF OF COMPOSITE ESCROW YIELD Town of Southold Refunding of 2008 Bonds All restricted escrows funded by bond proceeds Present Value Security to 10/04/2016 Date Receipts @ 0.7124349385% 11/15/2016 4,831.01 4,827.10 05/15/2017 494,857.05 492,701.32 11/15/2017 117,187.42 116,262.77 05/15/2018 5,817,186.75 5,750,801.81 6,434,062.23 6,364,593.00 Escrow Cost Summary Purchase date 10/04/2016 Purchase cost of securities 6,364,593.00 Target for yield calculation 6,364,593.00 Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 49 PROOF OF ARBITRAGE YIELD Town of Southold Refunding of 2008 Bonds Present Value to 10/04/2016 Date Debt Service @ 1.4681948164% 02/15/2017 466,431.39 463,955.13 08/15/2017 94,200.00 93,017.06 02/15/2018 484,200.00 474,635.26 08/15/2018 90,300.00 87,871.18 02/15/2019 470,300.00 454,315.12 08/15/2019 84,600.00 81,128.99 02/15/2020 459,600.00 437,531.41 08/15/2020 78,975.00 74,634.97 02/15/2021 473,975.00 444,663.68 08/15/2021 73,050.00 68,033.05 02/15/2022 468,050.00 432,728.47 08/15/2022 65,150.00 59,794.49 02/15/2023 455,150.00 414,691.15 08/15/2023 57,350.00 51,871.30 02/15/2024 477,350.00 428,601.96 08/15/2024 46,850.00 41,759.02 02/15/2025 2,606,850.00 2,306,642.37 6,952,381.39 6,415,874.62 Proceeds Summary Delivery date 10/04/2016 Par Value 5,700,000.00 Premium(Discount) 719,816.45 Target for yield calculation 6,419,816.45 Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 50 PROOF OF ARBITRAGE YIELD Town of Southold Refunding of 2008 Bonds Assumed Call/Computation Dates for Premium Bonds Net Present Value(NPV) Bond . Maturity Call Call to 10/04/2016 Component Date Rate Yield Date Price @ 1.4681948164% REF8 02/15/2026. 5.000% 1.530% 02/15/2025 100.000 2,385.47 REF8 02/15/2027 3.000% 1.650% 02/15/2025 100.000 6,346.75 REF8 02/15/2028 3.000% 1.750% 02/15/2025 100.000 10,256.97 REF8 02/15/2029 3.000% 1.850% 02/15/2025 100.000 13,519.76 REF8 02/15/2030 3.000% 1.950% 02/15/2025 100.000 16,792.30 Reiected Call/Computation Dates for Premium Bonds Net Present Value(NPV) Bond Maturity Call Call to 10/04/2016 Increase Component Date Rate Yield Date Price @ 1.4681948164% to NPV REF8 02/15/2026 5.000% 1.530% 15,522.23 13,136.76 REF8 02/15/2027 3.000% 1.650% 17,526.19 11,179.44 REF8 02/15/2028 3.000% 1.750% 27,697.43 17,440.46 REF8 02/15/2029 3.000% 1.850% 36,081.00 22,561.24 REF8 02/15/2030 3.000% 1.950% 44,465.02 27,672.72 Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 51 BOND SUMMARY STATISTICS Town of Southold Refunding of 2008 Bonds Dated Date 10/04/2016 Delivery Date 10/04/2016 Last Maturity 02/15/2030 Arbitrage Yield 1.468195% True Interest Cost(TIC) 1.750200% Net Interest Cost(NIC) 1.895999% All-In TIC 1.816724% Average Coupon 3.625917% Average Life(years) 7.034 Duration.of Issue(years) 6.310 Par Amount 5,700,000.00 Bond Proceeds 6,419,816.45 Total Interest 1,453,781.39 Net Interest 760,184.94 Total Debt Service 7,153,781.39 Maximum Annual Debt Service 574,500.00 Average Annual Debt Service 535,306.86 Underwriter's Fees(per$1000) Average Takedown Other Fee 4.600000 Total Underwriter's Discount 4.600000 Bid Price 112.168359 Par Average Average Bond Component Value Price Coupon Life Ref of 08s 5,700,000.00 112.628 3.626% 7.034 5,700,000.00 7.034 All-In Arbitrage TIC TIC Yield Par Value 5,700,000.00 5,700,000.00 5,700,000.00 +Accrued Interest +Premium(Discount) 719,816.45 719,816.45 719,816.45 -Underwriter's Discount -26,220.00 -26,220.00 -Cost of Issuance Expense -26,525.34 -Other Amounts Target Value 6,393,596.45 6,367,071.11 6,419,816.45 Target Date 10/04/2016 10/04/2016 10/04/2016 Yield 1.750200% 1.816724% 1.468195% Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 52 FORM 8038 STATISTICS Town of Southold Refunding of 2008 Bonds Dated Date 10/04/2016 Delivery Date 10/04/2016 Redemption Bond Component Date Principal Coupon Price Issue Price at Maturity Ref of 08s: 02/15/2017 395,000.00 2.000% 100.489 396,931.55 395,000.00 02/15/2018 390,000.00 2.000% 101.829 397,133.10 390,000.00 02/15/2019 380,000.00 3.000% 105.382 400,451.60 380,000.00 02/15/2020 375,000.00 3.000% 107.286 402,322.50 375,000.00 02/15/2021 395,000.00 3.000% 108.742 429,530.90 395,000.00 02/15/2022 395,000.00 4.000% 115.064 454,502.80 395,000.00 02/15/2023 390,000.00 4.000% 117.104 456,705.60 390,000.00 02/15/2024 420,000.00 5.000% 125.901 528,784.20 420,000.00 02/15/2025 420,000.00 5.000% 128.318 538,935.60 420,000.00 02/15/2026 425,000.00 5.000% 127.143 540,357.75 425,000.00 02/15/2027 420,000.00 3.000% 110.505 464,121.00 420,000.00 02/15/2028 440,000.00 3.000% 109.685 482,614.00 440,000.00 02/15/2029 430,000.00 3.000% 108.872 468,149.60 430,000.00 02/15/2030 425,000.00 3.000% 108.065 459,276.25 425,000.00 5,700,000.00 6,419,816.45 5,700,000.00 Stated Weighted Maturity Interest Issue Redemption Average Date Rate Price at Maturity Maturity Yield Final Maturity 02/15/2030 3.000% 459,276.25 425,000.00 Entire Issue 6,419,816.45 5,700,000.00 7.1476 1.4682% Proceeds used for accrued interest 0.00 Proceeds used for bond issuance costs(including underwriters'discount) 52,745.34 Proceeds used for credit enhancement 0.00 Proceeds allocated to reasonably required reserve or replacement fund 0.60 Proceeds used to currently refund prior issues 0.00 Proceeds used to advance refund prior issues 6,364,593.27 Remaining weighted average maturity of the bonds to be currently refunded 0.0000 Remaining weighted average maturity of the bonds to be advance refunded 7.3322 Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 53 FORM 8038 STATISTICS Town of Southold Refunding of 2008 Bonds Refunded Bonds Bond Component Date Principal Coupon Price Issue Price Public Improvement Bonds 2008: 08 BONDS 05/15/2017 375,000.00 4.000% 104.224 390,840.00 08 BONDS 05/15/2018 400,000.00 4.000% 103.334 413,336.00 08 BONDS 05/15/2019 400,000.00 4.000% 102.488 409,952.00 08—BONDS 05/15/2020 400,000.00 4.000% 101.651 406,604.00 08—BONDS 05/15/2021 425,000.00 4.000% 100.821 428,489.25 08 BONDS 05/15/2022 425,000.00 4.000% 100.000 425,000.00 08—BONDS 05/15/2023 425,000.00 4.000% 99.442 422,628.50 08_BONDS 05/15/2024 450,000.00 4.000% 98.835 444,757.50 08—BONDS 05/15/2025 450,000.00 4.125% 99.697 448,636.50 08—BONDS 05/15/2026 450,000.00 4.250% 100.404 451,818.00 08—BONDS 05/15/2027 450,000.00 4.250% 100.000 450,000.00 08—BONDS 05/15/2028 475,000.00 4.250% 99.333 471,831.75 08—BONDS 05/15/2029 . 475,000.00 4.250% 98.632 468,502.00 08 BONDS 05/15/2030 475,000.00 4.250% 98.245 466,663.75 6,075,000.00 6,099,059.25 Remaining Last Weighted Call Issue Average Date Date Maturity Public Improvement Bonds 2008 05/15/2018 05/15/2008 7.3322 All Refunded Issues 05/15/2018 7.3322 Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 54 SOURCES AND USES OF FUNDS Town of Southold Refunding of 2009 Bonds Dated Date 10/64/2016 Delivery Date 10/04/2016 Sources: Bond Proceeds: Par Amount 3,795,000.00 Premium 488,931.90 4,283,931.90 Uses: Refunding Escrow Deposits: Cash Deposit 0.37 SLGS Purchases 4,246,952.00 4,246,952.37 Delivery Date Expenses: Cost of Issuance 17,660.29 Underwriter's Discount 17,457.00 35,117.29 Other Uses of Funds: Additional Proceeds 1,862.24 4,283,931.90 Aug 31, 2016 4:41 pm Prepared by Munistat Services,Inc. Page 55 SUMMARY OF REFUNDING RESULTS Town of Southold Refunding of 2009 Bonds Dated Date 10/04/2016 Delivery Date 10/04/2016 Arbitrage yield 1.468195% Escrow yield 0.825672% Value of Negative Arbitrage 59,315.89 Bond Par Amount 3,795,000.00 True Interest Cost 1.786136% Net Interest Cost 1.932923% Average Coupon 3.605653% Average Life 7.427 Par amount of refunded bonds 3,945,000.00 Average coupon of refunded bonds 4.178325% Average life of refunded bonds 7.590 PV of prior debt to 10/04/2016 @ 1.468195% 4,706,907.91 Net PV Savings 351,984.97 Percentage savings of refunded bonds 8.922306% Percentage savings of refunding bonds 9.274966% Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 56 SAVINGS Town of Southold Refunding of 2009 Bonds Present Value Prior Refunding Annual to 10/04/2016 Date Debt Service Debt Service Savings Savings @ 1.4681948% 02/15/2017 282,887.78 -282,887.78 -281,385.95 03/15/2017 296,196.88 296,196.88 294,265.45 08/15/2017 63,450.00 -63,450.00 -62,653.21 09/15/2017 76,896.88 76,896.88 75,838.72 12/31/2017 26,755.98 02/15/2018 283,450.00 -283,450.00 -277,850.82 03/15/2018 301,896.88 301,896.88 295,572.77 08/15/2018 61,250.00 -61,250.00 -59,602.55 09/15/2018 72,396.88 72,396.88 70,363.78 12/31/20 18 29,593.76 02/15/2019 286,250.00 -286,250.00 -276,520.74 03/15/2019 302,396.88 302,396.88 291,762.93 08/15/2019 57,875.00 -57,875.00 -55,500.48 09/15/2019 67,796.88 67,796.88 64,936.07 12/31/2019 26,068.76 02/15/2020 287,875.00 -287,875.00 -274,052.12 03/15/2020 307,796.88 307,796.88 292,660.44 08/15/2020 54,425.00 -54,425.00 -51,434.10 09/15/2020 62,996.88 62,996.88 59,462.39 12/31/2020 28,493.76 02/15/2021 289,425.00 -289,425.00 -271,526.52 03/15/2021 312,996.88 312,996.88 293,282.95 08/15/2021 50,900.00 -50,900.00 -47,404.27 09/15/2021 57,996.88 57,996.88 53,947.95 12/31/2021 30,668.76 02/15/2022 295,900.00 -295,900.00 -273,569.82 03/15/2022 317,996.88 317,996.88 293,640.98 08/15/2022 46,000.00 -46,000.00 -42,218.67 09/15/2022 52,796.88 52,796.88 48,397.79 12/31/2022 28,893.76 02/15/2023 301,000.00 -301,000.00 -274,243.74 03/15/2023 322,796.88 322,796.88 293,744.76 08/15/2023 40,900.00 -40,900.00 -36,992.79 09/15/2023 47,396.88 47,396.88 42,816.79 12/31/2023 28,293.76 02/15/2024 315,900.00 315,900.00 -283,639.59 03/15/2024 337,396.88 337,396.88 302,572.09 08/15/2024 34,025.00 -34,025.00 -30,327.66 09/15/2024 41,596.88 41,596.88 37,031.56 12/31/2024 29,068.76 02/15/2025 324,025.00 -324,025.00 -286,709.94 03/15/2025 341,596.88 341,596.88 301,889.98 08/15/2025 26,775.00 -26,775.00 -23,518.91 09/15/2025 35,409.38 35,409.38 31,065.38 12/31/2025 26,206.26 02/15/2026 326,775.00 -326,775.00 -284,944.35 03/15/2026 345,409.38 345,409.38 300,826.39 08/15/2026 19,275.00 -19,275.00 -16,685.11 09/15/2026 29,015.63 29,015.63 25,086.34 12/31/2026 28,375.01 02/15/2027 334,275.00 -334,275.00 -287,251.38 03/15/2027 354,015.63 354,015.63 303,844.41 08/15/2027 14,550.00 -14,550.00 -12,412.08 Aug 31, 2016 4:41 pm Prepared by Munistat Services,Inc. Page 57 SAVINGS Town of Southold Refunding of 2009 Bonds Present Value Prior Refunding Annual to 10/04/2016 Date Debt Service Debt Service Savings Savings @ 1.4681948% 09/15/2027 22,109.38 22,109.38 18,837.74 12/31/2027 27,300.01 02/15/2028 329,550.00 -329,550.00 -279,078.60 03/15/2028 352,109.38 352,109.38 297,819.69 08/15/2028 9,825.00 -9,825.00 -8,259.64 09/15/2028 15,096.88 15,096.88 12,676.13 12/31/2028 27,831.26 02/15/2029 334,825.00 -334,825.00 -279,428.12 03/15/2029 360,096.88 360,096.88 300,152.64 08/15/2029 4,950.00 -4,950.00 -4,100.92 09/15/2029 7,765.63 7,765.63 6,425.74 12/31/2029 28,087.51 02/15/2030 334,950.00 -334,950.00 -275,473.11 03/15/2030 362,765.63 362,765.63 297,986.06 12/31/2030 27,815.63 5,204,740.76 4,811,287.78 393,452.98 393,452.98 350,122.73 Savings Summary PV of savings from cash flow 350,122.73 Plus:Refunding funds on hand 1 1,862.24 Net PV Savings 351,984.97 Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 58 BOND PRICING Town of Southold Refunding of 2009 Bonds Maturity Yield to Call Call Call Date Call Price Bond Component Date Amount Rate Yield Price- Maturity Date Price for Arb Yield for Arb Yield Bond Component: 02/15/2017 235,000 2.0006/. 0.650% 100.489 02/15/2018 220,000 2.000% 0.650% 101.829 02/15/2019 225,000 3.000% 0.700% 105.382 02/15/2020 230,000 3.000% 0.800% 107.286 02/15/2021 235,000 3.000% 0.950% 108.742 02/15/2022 245,000 4.000% 1.100% 115.064 02/15/2023 255,000 4.000% 1.200% 117.104 02/15/2024 275,000 5.000% 1.300% 125.901 02/15/2025 290,000 5.000% 1.400% 128.318 02/15/2026 300,000 5.000% 1.530% 127.143 C 1.832% 02/15/2025 100.000 02/15/2025 100.000 02/15/2027 315,000 3.000% 1.650% 110.505 C 1.880% 02/15/2025 100.000 02/15/2025 100.000 02/15/2028 315,000 3.000% 1.750% 109.685 C 2.041% 02/15/2025 100.000 02/15/2025 100.000 02/15/2029 325,000 3.000% 1.850% 108.872 C 2.177% 02/15/2025 100.000 02/15/2025 100.000 02/15/2030 330,000 3.000% 1.950% 108.065 C 2.296% 02/15/2025 100.000. 02/15/2025 100.000 3,795,000 Dated Date 10/04/2016 Delivery Date 10/04/2016 First Coupon 02/15/2017 Par Amount 3,795,000.00 Premium .488,931.90 Production 4,283,931.90 112.883581% Underwriter's Discount -17,457.00 -0.460000% Purchase Price 4,266,474.90 112.423581% Accrued Interest Net Proceeds 4,266,474.90 Aug 31, 2016 4:41 pm Prepared by Munistat Services,Inc. Page 59 BOND DEBT SERVICE Town of Southold Refunding of 2009 Bonds Period Annual Ending Principal Coupon Interest Debt Service Debt Service 02/15/2017 235,000 2.000% 47,887.78 282,887.78 08/15/2017 63,450.00 63,450.00 12/31/2017 346,337.78 02/15/2018 220,000 2.000% 63,450.00 283,450.00 08/15/2018 61,250.00 61,250.00 12/31/2018 344,700.00 02/15/2019 225,000. 3.000% 61,250.00 286,250.00 08/15/2019 57,875.00 57,875.00 12/31/2019 344,125.00 02/15/2020 230,000 3.000% 57,875.00 287,875.00 08/15/2020 54,425.00 54,425.00 12/31/2020 342,300.00 02/15/2021 235,000 3.000% 54,425.00 289,425.00 08/15/2021 50,900.00 50,900.00 12/31/2021 340,325.00 02/15/2022 245,000 4.000% 50,900.00 295,900.00 08/15/2022 46,000.00 46,000.00 12/31/2022 341,900.00 02/15/2023 2555000 4.000% 46,000.00 3015000.00 08/15/2023 40,900.00 40,900.00 12/31/2023 3415900.00 02/15/2024 275,000 5.000% 40,900.00 315,900.00 08/15/2024 34,025.00 34,025.00 12/31/2024 349,925.00 02/15/2025 2905000 5.000% 345025.00 3245025.00 08/15/2025 265775.00 26,775.00 12/31/2025 3505800.00 02/15/2026 300,000 5.000% 265775.00 326,775.00 08/15/2026 19,275.00 19,275.00 12/31/2026 346,050.00 02/15/2027 315,000 3.000% 19,275.00 334,275.00 08/15/2027 14,550.00 14,550.00 12/31/2027 348,825.00 02/15/2028 315,000 3.000% 145550.00 329,550.00 08/15/2028 95825.00 95825.00 12/31/2028 3395375.00 02/15/2029 325,000 3.000% 9,825.00 334,825.00 08/15/2029 45950.00 4,950.00 12/31/2029 339,775.00 02/15/2030 330,000 3.000% 45950.00 3345950.00 12/31/2030 334,950.00 3,795,000 1,016,287.78 45811,287.78 4,811,287.78 Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 60 PRIOR BOND DEBT SERVICE Town of Southold Refunding of 2009 Bonds Period Annual Ending Principal Coupon Interest Debt Service Debt Service 03/15/2017 215,000 4.000% 81,196.88 296,196.88 09/15/2017 76,896.88 76,896.88 12/31/2017 373,093.76 03/15/2018 225,000 4.000% 76,896.88 301,896.88 09/15/2018 72,396.88 72,396.88 12/31/2018 374,293.76 03/15/2019 230,000 4.000% 72,396.88 302,396.88 09/15/2019 67,796.88 67,796.88 12/31/2019 370,193.76 03/15/2020 240,000 4.000% 67,796.88 307,796.88 09/15/2020 62,996.88 62,996.88 12/31/2020 370,793.76 03/15/2021 250,000 4.000% 62,996.88 312,996.88 09/15/2021 57,996.88 57,996.88 12/31/2021 370,993.76 03/15/2022 260,000 4.000% 57,996.88 317,996.88 09/15/2022 52,796.88 52,796.88 12/31/2022 370,793.76 03/15/2023 270,000 4.000% 52,796.88 322,796.88 09/15/2023 47,396.88 47,396.88 12/3.1/2023 370,193.76 03/15/2024 290,000 4.000% 47,396.88 337,396.88 09/15/2024 41,596.88 41,596.88 12/31/2024 378,993.76 03/15/2025 300,000 4.125% 41,596.88 341,596.88 09/15/2025 35,409.38 35,409.38 12/31/2025 377,006.26 03/15/2026 310,000 4.125% 35,409.38 345,409.38 09/15/2026 . 29,015.63 29,015.63 12/31/2026 374,425.01 03/15/2027 325,000 4.250% 29,015.63 354,015.63 09/15/2027 22,109.38 22,109.38 12/31/2027 376,125.01 03/15/2028 330,000 4.250% 22,109.38 352,109.38 09/15/2028 15,096.88 15,096.88 12/31/2028 367,206.26 03/15/2029 345,000 4.250% 15,096.88 360,096.88 09/15/2029 7,765.63 7,765.63 12/31/2029 367,862.51 03/15/2030 355,000 4.375% 7,765.63 362,765.63 12/31/2030 362,765.63 3,945,000 1,259,740.76 5,204,740.76 5,204,740.76 Aug 31, 2016 4:41 pm Prepared by Munistat Services,Inc. Page 61 SUMMARY OF BONDS REFUNDED Town of Southold Refunding of 2009 Bonds Maturity Interest Par Call Call Bond Date Rate Amount Date Price Pubilc Improvement Bonds 2009,2009BOND: 09—BONDS 03/15/2017 4.000% 215,000.00 03/15/2018 4.000% 225,000.00 03/15/2019 4.000% 230,000.00 03/15/2020 4.000% 240,000.00 03/15/2019 100.000 03/15/2021 4.000% 250,000.00 03/15/2019 100.000 03/15/2022 4.000% 260,000.00 03/15/2019 100.000 03/15/2023 4.000% 270,000.00 03/15/2019 100.000 03/15/2024 4.000% 290,000.00 03/15/2019 100.000 03/15/2025 4.125% 300,000.00 03/15/2019 100.000 03/15/2026 4.125% 310,000.00 03/15/2019 100.000 03/15/2027 4.250% 325,000.00 03/15/2019 100.000 03/15/2028 4.250% 330,000.00 03/15/2019 100.000 03/15/2029 4.250% 345,000.00 03/15/2019 100.000 03/15/2030 4.375% 355,000.00 03/15/2019 100.000 3,945,000.00 Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 62 ESCROW DESCRIPTIONS Town of Southold Refunding of 2009 Bonds Type of Type of Maturity First Int Par Max Security SLGS Date Pmt Date Amount Rate Rate Oct 4,2016: SLGS Certificate 03/15/2017 03/15/2017 281,187 0.430% 0.430% SLGS Certificate 09/15/2017 09/15/2017 60,394 0.580% 0.580% SLGS Note 03/15/2018 03/15/2017 285,725 0.690% 0.690% SLGS Note 09/15/2018 03/15/2017 57,212 0.780% 0.780% SLGS Note 03/15/2019 03/15/2017 3,562,434 0.840% 0.840% 4,246,952 SLGS Summary SLGS Rates File 31AUG16 Total Certificates of Indebtedness 341,581.00 Total Notes 3,905,371.00 Total original SLGS 41246,952.00 Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 63 ESCROW COST Town of Southold Refunding of 2009 Bonds Type of Maturity Par Total Security Date -Amount Rate Cost SLGS 03/15/2017 281,187 0.430% 281,187.00 SLGS 09/15/2017 60,394 0.580% 60,394.00 SLGS 03/15/2018 285,725 0.690% 285,725.00 SLGS 09/15/2018 57,212 0.780% 57,212.00 SLGS 03/15/2019 3,562,434 0.840% 3,562,434.00 4,246,952 4,246,952.00 Purchase Cost of Cash Total Date Securities Deposit Escrow Cost Yield 10/04/2016 4,246,952 0.37 4,246,952.37 0.825672% 4,246,952 0.37 4,246,952.37 Aug 31,2016 4:41 pm Prepared by Munistat Services, Inc. Page 64 ESCROW CASH FLOW Town of Southold Refunding of 2009 Bonds Present Value Net Escrow to 10/04/2016 Date Principal Interest Receipts @ 0.8256722% 03/15/2017 281,187.00 15,010.21 296,197.21 295,107.74 09/15/2017 60,394.00 16,503.15 76,897.15 76,299.32 03/15/2018 285,725.00 16,171.10 301,896.10 298,317.45 09/15/2018 57,212.00 15,185.35 72,397.35 71,245.03 03/15/2019 3,562,434.00 14,962.22 3,577,396.22 3,505,982.46 4,246,952.00 77,832.03 4,324,784.03 4,246,952.00 Escrow Cost Summary Purchase date 10/04/2016 Purchase cost of securities 4,246,952.00 Target for yield calculation 4,246,952.00 Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 65 ESCROW SUFFICIENCY Town of Southold Refunding of 2009 Bonds Escrow Net Escrow Excess Excess Date Requirement Receipts Receipts Balance 10/04/2016 0.37 0.37 0.37 03/15/2017 296,196.88 296,197.21 0.33 0.70 09/15/2017 76,896.88 76,897.15 0.27 0.97 03/15/2018 301,896.88 301,896.10 -0.78 0.19 09/15/2018 72,396.88 72,397.35 0.47 0.66 03/15/2019 3,577,396.88 3,577,396.22 -0.66 4,324,784.40 4,324,784.40 0.00 Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 66 ESCROW STATISTICS Town of Southold Refunding of 2009 Bonds Modified Yield to Yield to Perfect Value of Total Duration Receipt Disbursement Escrow Negative Cost of Escrow Cost (years) Date Date Cost Arbitrage Dead Time Global Proceeds Escrow: 4,246,952.37 2.194 0.825672% 0.825672% 4,187,636.46 59,315.89 0.02 4,246,952.37 4,187,636.46 59,315.89 0.02 Delivery date 10/04/2016 Arbitrage yield 1.468195% Aug 31, 2016 4:41 pm Prepared by Munistat Services,Inc. Page 67 PROOF OF COMPOSITE ESCROW YIELD Town of Southold Refunding of 2009 Bonds All restricted escrows funded b, by and proceeds Present Value Security to 10/04/2016 Date Receipts @ 0.8256722046% 03/15/2017 296,197.21 295,107.74 09/15/2017 76,897.15 76,299.32 03/15/2018 301,896.10 298,317.45 09/15/2018 72,397.35 71,245.03 03/15/2019 3,577,396.22 3,505,982.46 4,324,784.03 4,246,952.00 Escrow Cost Summary Purchase date 10/04/2016 Purchase cost of securities 4,246,952.00 Target for yield calculation 4,246,952.00 Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 68 PROOF OF ARBITRAGE YIELD Town of Southold Refunding of 2069 Bonds Present Value to 10/04/2016 Date Debt Service @ 1.4681948164% 02/15/2017 282,887.78 281,385.95 08/15/2017 63,450.00 62,653.21 02/15/2018 283,450.00 277,850.82 08/15/2018 61,250.00 59,602.55 02/15/2019 286,250.00 276,520.74 08/15/2019 57,875.00 55,500.48 02/15/2020 287,875.00 274,052.12 08/15/2020 54,425.00 51,434.10 62/15/2021 289,425.00 271,526.52 08/15/2021 50,900.00 47,404.27 02/15/2022 295,900.00 273,569.82 08/15/2022 46,000.00 42,218.67 02/15/2023 301,000.00 274,243.74 08/15/2023 40,900.00 36,992.79 02/15/2024 315,900.00 283,639.59 08/15/2024 34,025.00 30,327.66 02/15/2025 1,909,025.00 1,689,179.64 4,660,537.78 4,288,102.66 Proceeds Summary Delivery date 10/04/2016 Par Value 3,795,000.00 Premium(Discount) 488,931.90 Target for yield calculation 4,283,931.90 Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 69 PROOF OF ARBITRAGE YIELD Town of Southold Refunding of 2009 Bonds Assumed Call/Computation Dates for Premium Bonds Net Present Value(NPV) Bond Maturity Call Call to 10/04/2016 Component Date Rate Yield Date Price @ 1.4681948164% BOND 02/15/2026 5.000% 1.530% 02/15/2025 100.000 1,683.86 BOND 02/15/2027 3.000% 1.650% 02/15/2025 100.000 4,760.06 BOND 02/15/2028 3.000% 1.750% 02/15/2025 100.000 7,343.06 BOND 02/15/2029 3.000% 1.850% 02/15/2025 100.000 10,218.42 BOND 02/15/2030 3.000% 1.950% 02/15/2025 100.000 13,038.73 Rejected Call/Computation Dates for Premium Bonds Net Present Value(NPV) Bond Maturity Call Call to 10/04/2016 Increase Component Date Rate Yield Date Price @ 1.4681948164% to NPV BOND 02/15/2026 5.000% 1.530% 10,956.87 9,273.01 BOND 02/15/2027 3.000% 1.650% 13,144.65 8,384.59 BOND 02/15/2028 3.000% 1.750% 19,828.84 12,485.78 BOND 02/15/2029 3.000% 1.850% 27,270.52 17,052.10 BOND 02/15/2030 3.000% 1.950% 34,525.78 21,487.05 Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 70 BOND SUMMARY STATISTICS Town of Southold Refunding of 2009 Bonds Dated Date 10/04/2016 Delivery Date 10/04/2016 Last Maturity 02/15/2030 Arbitrage Yield 1.468195% True Interest Cost(TIC) 1.786136% Net Interest Cost(NIC) 1.932923% All-In TIC 1.849443% Average Coupon 3.605653% Average Life(years) 7.427 Duration of Issue(years) 6.617 Par Amount 3,795,000.00 Bond Proceeds 4,283,931.90 Total Interest 1,016,287.78 Net Interest 544,812.88 Total Debt Service 4,811,287.78 Maximum Annual Debt Service 350,800.00 Average Annual Debt Service 360,021.53 Underwriter's Fees(per$1000) Average Takedown Other Fee 4.600000 Total Underwriter's Discount 4.600000 Bid Price 112.423581 Par Average Average Bond Component Value Price Coupon Life Bond Component 3,795,000.00 112.884 3.606% 7.427 3,795,000.00 7.427 All-In Arbitrage TIC TIC Yield Par Value 3,795,000.00 3,795,000.00 3,795,000.00 +Accrued Interest +Premium(Discount) 488,931.90 488,931.90 488,931.90 -Underwriter's Discount -17,457.00 -17,457.00 -Cost of Issuance Expense -17,660.29 -Other Amounts Target Value 4,266,474.90 4,248,814.61 4,283,931.90 Target Date 10/04/2016 10/04/2016 10/04/2016 Yield 1.786136% 1.849443% 1.468195% Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 71 FORM 8038 STATISTICS Town of Southold Refunding of 2009 Bonds Dated Date 10/04/2016 Delivery Date 10/04/2016 Redemption Bond Component Date Principal Coupon Price Issue Price at Maturity. Bond Component: 02/15/2017 235,000.00 2.000% 100.489 236,149.15 235,000.00 02/15/2018 220,000.00 2.000% 101.829 224,023.80 220,000.00 02/15/2019 225,000.00 3.000% 105.382 237,109.50 225,000.00 02/15/2020 230,000.00 3.000% 107.286 246,757.80 230,000.00 02/15/2021 235,000.00 3.000% 108.742 255,543.70 235,000.00 02/15/2022 245,000.00 4.000% 115.064 281,906.80 245,000.00 02/15/2023 255,000.00 4.000% 117.104 298,615.20 255,000.00 02/15/2024 275,000.00 5.000% 125.901 346,227.75 275,000.00 02/15/2025 290,000.00 5.000% 128.318 372,122.20 290,000.00 02/15/2026 300,000.00 5.000% 127.143 381,429.00 300,000.00 02/15/2027 315,000.00 3.000% 110.505 348,090.75 315,000.00 02/15/2028 315,000.00 3.000% 109.685 345,507.75 315,000.00 02/15/2029 325,000.00 3.000% 108.872 353,834.00 325,000.00 02/15/2030 330,000.00 3.000% 108.065 356,614.50 330,000.00 3,795,000.00 4,283,931.90 3,795,000.00 Stated Weighted Maturity Interest Issue Redemption Average Date Rate Price at Maturity Maturity Yield Final Maturity 02/15/2030 3.000% 356,614.50 330,000.00 Entire Issue 4,283,931.90 3,795,000.00 7.5206 1.4682% Proceeds used for accrued interest 0.00 Proceeds used for bond issuance costs(including underwriters'discount) 35,117.29 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 0.00 Proceeds used to advance refund prior issues 4,246,952.37 Remaining weighted average maturity of the bonds to be currently refunded 0.0000 Remaining weighted average maturity of the bonds to be advance refunded 7.4614 Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 72 FORM 8038 STATISTICS Town of Southold Refunding of 2009 Bonds Refunded Bonds Bond Component Date Principal Coupon Price Issue Price Pubilc Improvement Bonds 2009: 09_BONDS 03/15/2017 215,000.00 4.000% 106.698 229,400.70 09—BONDS 03/15/2018 225,000.00 4.000% 106.213 238,979.25 09_BONDS 03/15/2019 230,000.00 4.000% 105.484 242,613.20 09_BONDS 03/15/2020 240,000.00 4.000% 102.910 246,984.00 09_BONDS 03/15/2021 250,000.00 4.000% 101.235 253,087.50 09_BONDS 03/15/2022 260,000.00 4.000% 100.409 261,063.40 09_BONDS 03/15/2023 270,000.00 4.000% 100.000 270,000.00 09_BONDS 03/15/2024 290,000.00 4.000% 98.887 286,772.30 09_BONDS 03/15/2025 300,000.00 4.125% 99.132 297,396.00 09_BONDS 03/15/2026 310,000.00 4.125% 97.904 303,502.40 09—BONDS 03/15/2027 325,000.00 4.250% 98.148 318,981.00 09_BONDS 03/15/2028 330,000.00 4.250% 96.829 319,535.70 09 BONDS 03/15/2029 345,000.00 4.250% 95.707 330,189.15 09_BONDS 03/15/2030 355,000.00 4.375% 96.598 342,922.90 3,945,000.00 3,941,427.50 Remaining Last Weighted Call Issue Average Date Date Maturity Pubilc Improvement Bonds 2009 03/15/2019 03/15/2009 7.4614 All Refunded Issues 03/15/2019 7.4614 Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 73 SOURCES AND USES OF FUNDS Town of Southold Refunding of 2011 Bonds Dated Date 10/04/2016 Delivery Date 10/04/2016 Sources: Bond Proceeds: Par Amount 9,845,000.00 Premium 1,256,855.50 11,101,855.50 Uses: Refunding Escrow Deposits: Cash Deposit 0.17 SLGS Purchases 11,011,350.00 11,011,350.17 Delivery Date Expenses: Cost of Issuance 45,814.37 Underwriter's Discount 45,287.00 91,101.37 Other Uses of Funds: Additional Proceeds -596.04 11,101,855.50 Aug 31, 2016 4:41 pm Prepared by Munistat Services,Inc. Page 74 SUMMARY OF REFUNDING RESULTS Town of Southold Refunding of 2011 Bonds Dated Date 10/04/2016 Delivery Date 10/04/2016 Arbitrage yield 1.468195% Escrow yield 0.872920% Value of Negative Arbitrage 166,334.12 Bond Par Amount 9,845,000.00 True Interest Cost 1.763217% Net Interest Cost 1.909311% Average Coupon 3.617731% Average Life 7.203 Par amount of refunded bonds 10,250,000.00 Average coupon of refunded bonds 3.688108% Average life of refunded bonds 7.676 PV of prior debt to 10/04/2016 @ 1.468195% 11,914,254.07 Net PV Savings 645,887.58 Percentage savings of refunded bonds 6.301342% Percentage savings of refunding bonds 6.560565% Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 75 SAVINGS Town of Southold Refunding of 2011 Bonds Present Value Prior Refunding Annual to 10/04/2016 Date Debt Service Debt Service Savings Savings @ 1.4681948% 02/15/2017 178,168.75 773,904.17 -595,735.42 -592,572.70 08/15/2017 818,168.75 163,750.00 654,418.75 646,200.74 12/31/2017 58,683.33 02/15/2018 168,568.75 773,750.00 -605,181.25 -593,226.69 08/15/2018 818,568.75 157,650.00 660,918.75 643,141.88 12/31/2018 55,737.50 02/15/2019 158,818.75 777,650.00 -618,831.25 -597,797.99 08/15/2019 823,818.75 148,350.00 675,468.75 647,755.31 12/31/2019 56,637.50 02/15/2020 148,843.75 778,350.00 -629,506.25 -599,279.28 08/15/2020 823,843.75 138,900.00 684,943.75 647,303.01 12/31/2020 55,437.50 02/15/2021 138,718.75 793,900.00 -655,181.25 -614,663.86 08/15/2021 838,718.75 129,075.00 709,643.75 660,906.62 12/31/2021 54,462.50 02/15/2022 128,218.75 804,075.00 -675,856.25 -624,852.56 08/15/2022 848,218.75 115,575.00 732,643.75 672,418.37 12/31/2022 56,787.50 02/15/2023 116,968.75 815,575.00 -698,606.25 -636,506.27 08/15/2023 856,968.75 101,575.00 755,393.75 683,230.28 12/31/2023 56,787.50 02/15/2024 104,943.75 821,575.00 -716,631.25 -643,447.27 08/15/2024 854,943.75 83,575.00 771,368.75 687,547.59 12/31/2024 54,737.50 02/15/2025 91,818.75 843,575.00 -751,756.25 -665,183.20 08/15/2025 871,818.75 64,575.00 807,243.75 709,075.39 12/31/2025 55,487.50 02/15/2026 77,681.25 784,575.00 -706,893.75 -616,403.88 08/15/2026 812,681.25 46,575.00 766,106.25 663,168.26 12/31/2026 59,212.50 02/15/2027 63,900.00 796,575.00 -732,675.00 -629,607.07 08/15/2027 823,900.00 35,325.00 788,575.00 672,705.12 12/31/2027 55,900.00 02/15/2028 48,700.00 800,325.00 -751,625.00 -636,511.78 08/15/2028 833,700.00 23,850.00 809,850.00 680,821.58 12/31/2028 58,225.00 02/15/2029 33,000.00 808,850.00 -775,850.00 -647,485.42 08/15/2029 843,000:00 12,075.00 830,925.00 688,394.76 12/31/2029 55,075.00 02/15/2030 16,800.00 817,075.00 -800,275.00 -658,170.60 08/15/2030 856,800.00 856,800.00 699,523.30 12/31/2030 56,525.00 13,200,300.00 12,410,604.17 789,695.83 789,695.83 646,483.62 Savings Summary PV of savings from cash flow 646,483.62 Plus:Refunding funds on hand -596.04 Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 76 SAVINGS Town of Southold Refunding of 2011 Bonds Savings Summary Net PV Savings 645,887.58 Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 77 BOND PRICING Town of Southold Refunding of 2011 Bonds Maturity Yield to Call Call Call Date Call Price Bond Component Date Amount Rate Yield Price Maturity Date Price for Arb Yield for Arb Yield Bond Component: 02/15/2017 650,000 2.000% 0.650% 100.489 02/15/2018 610,000 2.000% 0.650% 101.829 02/15/2019 620,000 3.000% 0.700% 105.382 02/15/2020 630,000 3.000% 0.800% 107.286 02/15/2021 655,000 3.000% 0.950% 108.742 02/15/2022 675,000 4.000% 1.100% 115.064 02/15/2023 700,000 4.000% 1.200% 117.104 02/15/2024 720,000 5.000% 1.300% 125.901 02/15/2025 760,000 5.000% 1.400% 128.318 02/15/2026 720,000 5.000% 1.530% 127.143 C 1.832% 02/15/2025 100.000 02/15/2025 100.000 02/15/2027 750,000 3.000% 1.650% 110.505 C 1.880% 02/15/2025 100.000 02/15/2025 100.000 02/15/2028 765,000 3.000% 1.750% 109.685 C 2.041% 02/15/2025 100.000 02/15/2025 100.000 02/15/2029 785,000 3.000% 1.850% 108.872 C 2.177% 02/15/2025 100.000 02/15/2025 100.000 02/15/2030 805,000 3.000% 1.950% 108.065 C 2.296% 02/15/2025 100.000 02/15/2025 100.000 9,845,000 Dated Date 10/04/2016 Delivery Date 10/04/2016 First Coupon 02/15/2017 Par Amount 9,845,000.00 Premium 1,256,855.50 Production 11,101,855.50 112.766435% Underwriter's Discount -45,287.00 -0.460000% Purchase Price 11,056,568.50 112.306435% Accrued Interest Net Proceeds 11,056,568.50 Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 78 BOND DEBT SERVICE Town of Southold Refunding of 2011 Bonds Period Annual Ending Principal Coupon Interest Debt Service Debt Service 02/15/2017 6505000 2.000% 1235904.17 773,904.17 08/15/2017 1635750.00 1635750.00 12/31/2017 9375654.17 02/15/2018 6105000 2.000% 163,750.00 773,750.00 08/15/2018 1575650.00 157,650.00 12/31/2018 931,400.00 02/15/2019 620,000 3.000% 1575650.00 777,650.00 08/15/2019 1485350.00 1485350.00 12/31/2019 926,000.00 02/15/2020 6305000 3.000% 148,350.00 778,350.00 08/15/2020 13 8,900.00 138;900.00 12/31/2020 917,250.00 02/15/2021 6555000 3.000% 138,900.00 7935900.00 08/15/2021 129,075.00 129,075.00 12/31/2021 922,975.00 02/15/2022 675,000 4.000% 129,075.00 804,075.00 08/15/2022 115,575.00 115,575.00 12/31/2022 9195650.00 02/15/2023 700,000 4.000% 1155575.00 815,575.00 08/15/2023 101,575.00 101,575.00 12/31/2023 9175150.00 02/15/2024 720,000 5.000% 101,575.00 8215575.00 08/15/2024 83,575.00 835575.00 12/31/2024 9055150.00 02/15/2025 7605000 5.000% 83,575.00 8435575.00 08/15/2025 64,575.00 64,575.00 12/31/2025 9085150.00 02/15/2026 7205000 5.000% 64,575.00 784,575.00 08/15/2026 465575.00 46,575.00 12/31/2026 831,150.00 02/15/2027 7505000 3.000% 46,575.00 7965575.00 08/15/2027 35,325.00 355325.00 12/31/2027 831,900.00 02/15/2028 765,000 3.000% 355325.00 8005325.00 08/15/2028 23,850.00 235850.00 12/31/2028 8245175.00 02/15/2029 785,000 3.000% 23,850.00 808,850.00 08/15/2029 12,075.00 125075.00 12/31/2029 820,925.00 02/15/2030 805,000 3.000% 125075.00 8175075.00 12/31/2030 817,075.00 958455000 2,5655604.17 12,410,604.17 1254105604.17 Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 79 PRIOR BOND DEBT SERVICE Town of Southold Refunding of 2011 Bonds Period Annual Ending Principal Coupon Interest Debt Service Debt Service 02/15/2017 178,168.75 178,168.75 08/15/2017 640,000 3.000% 178,168.75 818,168.75 12/31/2017 996,337.50 02/15/2018 168,568.75 168,568.75 08/15/2018 650,000 3.000% 168,568.75 818,568.75 12/31/2018 987,137.50 02/15/2019 158,818.75 158,818.75 08/15/2019 665,000 3.000% 158,818.75 8.23,818.75 12/31/2019 982,637.50 02/15/2020 148,843.75 148,843.75 08/15/2020 675,000 3.000% 148,843.75 823,843.75 12%31/2020 972,687.50 02/15/2021 138,718.75 138,718.75 08/15/2021 700,000 3.000% 138,718.75 838,718.75 12/31/2021 977,437.50 02/15/2022 128,218.75 128,218.75 08/15/2022 720,000 3.125% 128,218.75 848,218.75 12/31/2022 976,437.50 02/15/2023 116,968.75 116,968.75 08/15/2023 740,000 3.250% 116,968.75 856,968.75 12/31/2023 973,937.50 02/15/2024 104,943.75 104,943.75 08/15/2024 750,000 3.500% 104,943.75 854,943.75 12/31/2024 959,887.50 02/15/2025 91,818.75 91,818.75 08/15/2025 780,000 3.625% 91,818.75 871,818.75 12/31/2025 963,637.50 02/15/2026 77,681.25 77,681.25 08/15/2026 735,000 3.750% 77,681.25 812,681.25 12/31/2026 890,362.50 02/15/2027 63,900.00 63,900.00 08/15/2027 760,000 4.000% 63,900.00 823,900.00 12/31/2027 887,800.00 02/15/2028 48,700.00 48,700.00 08/15/2028 785,000. 4.000% 48,700.00 833,700.00 12/31/2028 882,400.00 02/15/2029 33,000.00 33,000.00 08/15/2029 810,000 4.000% 33,000.00 843,000.00 12/31/2029 876,000.00 02/15/2030 16800.00 16,800.00 08/15/2030 840,000 4.000% 16,800.00 856,800.00 12/31/2030 873,600.00 10,250,000 2,950,300.00 13,200,300.00 13,200,300.00 Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 80 SUMMARY OF BONDS REFUNDED Town of Southold Refunding of 2011 Bonds Maturity Interest Par Call Call Bond Date Rate Amount Date Price Public Improvement Bonds 2011,2011 BOND: 11—BONDS 08/15/2017 3.000% 640,000.00 08/15/2018 3.000% 650,000.00 08/15/2019 3.000% 665,000.00 08/15/2020 3.000% 675,000.00 08/15/2019 100.000 08/15/2021 3.000% 700,000.00 08/15/2019 100.000 08/15/2022 3.125% 720,000.00 08/15/2019 100.000 08/15/2023 3.250% 740,000.00 08/15/2019 100.000 08/15/2024 3.500% 750,000.00 08/15/2019 100.000 08/15/2025 3.625% 780,000.00 08/15/2019 100.000 08/15/2026 3.750% 735,000.00 08/15/2019 100.000 08/15/2027 4.000% 760,000.00 08/15/2019 100.000 08/15/2028 4.000% 785,000.00 08/15/2019 100.000 08/15/2029 4.000% 810,000.00 08/15/2019 100.000 08/15/2030 4.000% 840,000.00 08/15/2019 100.000 10,250,000.00 Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 81 ESCROW DESCRIPTIONS Town of Southold Refunding of 2011 Bonds Type of Type of Maturity First Int Par Max Security SLGS Date Pmt Date Amount Rate Rate Oct 4,2016: SLGS Certificate 02/15/2017 02/15/2017 145,746 0.370% 0.370% SLGS Certificate 08/15/2017 08/15/2017 770,198 0.560% 0.560% SLGS Note 02/15/2018 02/15/2017 124,320 0.670% 0.670% SLGS Note 08/15/2018 02/15/2017 774,736 0.760% 0.760% SLGS Note 02/15/2019 02/15/2017 117,931 0.830% 0.830% SLGS Note 08/15/2019 02/15/2017 9,078,419 0.890% 0.890% 11,011,350 SLGS Summary SLGS Rates File 31AUG16 Total Certificates of Indebtedness 915,944.00 Total Notes 10,095,406.00 Total original SLGS. 11,011,350.00 Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 82 ESCROW COST Town of Southold Refunding of 2011 Bonds Type of Maturity Par Total Security Date Amount Rate Cost SLGS 02/15/2017 145,746 0.370% 145,746.00 SLGS 08/15/2017 770,198 0.560% 770,198.00 SLGS 02/15/2018 124,320 0.670% 124,320.00 SLGS 08/15/2018 774,736 0.760% 774,736.00 SLGS 02/15/2019 117,931 0.830% 117,931.00 SLGS 08/15/2019 9,078,419 0.890% 9,078,419.00 11,011,350 11,011,350.00 Purchase Cost of Cash Total Date Securities Deposit Escrow Cost Yield 10/04/2016 11,011,350 0.17 11,011,350.17 0.872920% 11,011,350 0.17 11,011,350.17 Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 83 ESCROW CASH FLOW Town of Southold Refunding of 2011 Bonds Present Value Net Escrow to 10/04/2016 Date Principal Interest Receipts @ 0.8729199% 02/15/2017 145,746.00 32,422.68 178,168.68 177,604.86 08/15/2017 770,198.00 47,971.11 818,169.11 812,035.78 02/15/2018 124,320.00 44,248.84 168,568.84 166,578.13 08/15/2018 774,736.00 43,832.37 818,568.37 805,386.33 02/15/2019 117,931.00 40,888.37 158,819.37 155,582.72 08/15/2019 9,078,419.00 40,398.96 9,118,817.96 8,894,162.18 11,011,350.00 .249,762.33 11,261,112.33 11,011,350.00 Escrow Cost Summary Purchase date 10/04/2016 Purchase cost of securities 11,011,350.00 Target for yield calculation 11,011,350.00 Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 84 ESCROW SUFFICIENCY Town of Southold Refunding of 2011 Bonds Escrow Net Escrow Excess Excess Date Requirement Receipts Receipts Balance 10/04/2016 0.17 0.17 0.17 02/15/2017 178,168.75 178,168.68 -0.07 0.10 08/15/2017 818,168.75 818,169.11 0.36 0.46 02/15/2018 168,568.75 168,568.84 0.09 0.55 08/15/2018 818,568.75 818,568.37 -0.38 0.17 02/15/2019 158,818.75 158,819.37 0.62 0.79 08/15/2019 9,118,818.75 9,118,817.96 -0.79 11,261,112.50 11,261,112.50 0.00 Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 85 ESCROW STATISTICS Town of Southold Refunding of 2011 Bonds Modified Yield to Yield to Perfect Value of Total Duration Receipt Disbursement Escrow Negative Cost of Escrow Cost (years) Date Date Cost Arbitrage Dead Time Global Proceeds Escrow: 11,011,350.17 2.562 0.872920% 0.872920% 10,845,016.04 166,334.12 0.01 11,011,350.17 10,845,016.04 166,334.12 0.01 Delivery date 10/04/2016 Arbitrage yield 1.468195% Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 86 PROOF OF COMPOSITE ESCROW YIELD Town of Southold Refunding of 2011 Bonds All restricted escrows funded by bond proceeds Present Value Security to 10/04/2016 Date Receipts @ 0.8729199424% 02/15/2017 178,168.68 177,604.86 08/15/2017 818,169.11 812,035.78 02/15/2018 168,568.84 166,578.13 08/15/2018 818,568.37 805,386.33 02/15/2019 158,819.37 155,582.72 08/15/2019 9,118,817.96 8,894,162.18 11,261,112.33 11,011,350.00 Escrow Cost Summary Purchase date 10/04/2016 Purchase cost of securities 11,011,350.00 Target for yield calculation 11,011,350.00 Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 87 PROOF OF ARBITRAGE YIELD Town of Southold Refunding of 2011 Bonds Present Value to 10/04/2016 Date Debt Service @ 1.4681948164% 02/15/2017 773,904.17 769,795.56 08/15/2017 163,750.00 161,693.67 02/15/2018 773,750.00 758,465.58 08/15/2018 157,650.00 153,409.65 02/15/2019 7775650.00 7515218.70 08/15/2019 148,35 0.00 1425263.43 02/15/2020 7785350.00 7405976.01 08/15/2020 138,900.00 1315266.82 02/15/2021 793,900.00 7445804.03 08/15/2021 129,075.00 120,210.35 02/15/2022 8045075.00 7435395.25 08/15/2022 115,575.00 106,074.41 02/15/2023 8155575.00 7435077.52 08/15/2023 1015575.00 915871.45 02/15/2624 821,575.00 7375673.93 08/15/2024 83,575.00 745493.28 02/15/2025 456685575.00 451305936.92 1250455804.17 1151015626.57 Proceeds Summary Delivery date 10/04/2016 Par Value 95845,000.00 Premium(Discount) 152565855.50 Target for yield calculation 1151015855.50 Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 88 PROOF OF ARBITRAGE YIELD Town of Southold Refunding of 2011 Bonds Assumed Call/Computation Dates for Premium Bonds Net Present Value(NPV) Bond Maturity Call Call to 10/04/2016 Component Date Rate Yield Date Price @ 1.4681948164% BOND 02/15/2026 5.000% 1.530% 02/15/2025 100.000 4,041.27 BOND 02/15/2027 3.000% 1.650% 02/15/2025 100.000 11,333.48 BOND 02/15/2028 3.000% 1.750% 02/15/2025 100.000 17,833.15 BOND 02/15/2029 3.000% 1.850% 02/15/2025 100.000 24,681.42 BOND 02/15/2030 3.000% 1.950% 02/15/2025 100.000 31,806.60 Rejected Call/Computation Dates for Premium Bonds Net Present Value(NPV) Bond Maturity Call Call to 10/04/2016 Increase Component Date Rate Yield Date Price @ 1.4681948164% to NPV BOND 02/15/2026 5.000% 1.530% 26,296.48 22,255.21 BOND 02/15/2027 3.000% 1.650% 31,296.77 19,963.29 BOND 02/15/2028 3.000% 1.750% 48,155.76 30,322.61 BOND 02/15/2029 3.000% 1.850% 65,868.80 41,187.38 BOND 02/15/2030 3.000% 1.950% 84,221.98 52,415.38 Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 89 BOND SUMMARY STATISTICS Town of Southold Refunding of 2011 Bonds Dated Date 10/04/2016 Delivery Date 10/04/2016 Last Maturity 02/15/2030 Arbitrage Yield 1.468195% True Interest Cost(TIC) 1.763217% Net Interest Cost(NIC) 1.909311% All-In TIC 1.828298% Average Coupon 3.617731% Average Life(years) 7.203 Duration of Issue(years) 6.442 Par Amount 9,845,000.00 Bond Proceeds 11,101,855.50 Total Interest 2,565,604.17 Net Interest 1,354,035.67 Total Debt Service 12,410,604.17 Maximum Annual Debt Service 937,654.17 Average Annual Debt Service 928,667.12 Underwriter's Fees(per$1000) Average Takedown Other Fee 4.600000 Total Underwriter's Discount 4.600000 Bid Price 112.306435 Par Average Average Bond Component Value Price Coupon Life Bond Component 9,845,000.00 112.766 3.618% 7.203 9,845,000.00 7.203 All-In Arbitrage TIC TIC Yield Par Value 9,845,000.00 9,845,000.00 9,845,000.00 +Accrued Interest +Premium(Discount) 1,256,855.50 1,256,855.50 1,256,855.50 -Underwriter's Discount -45,287.00 -45,287.00 -Cost of Issuance Expense -45,814.37 -Other Amounts Target Value 11,056,568.50 11,010,754.13 11,101,855.50 Target Date 10/04/2016 10/04/2016 10/04/2016 Yield 1.763217% 1.828298% 1.468195% Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 90 FORM 8038 STATISTICS Town of Southold Refunding of 2011 Bonds Dated Date 10/04/2016 Delivery Date 10/04/2016 Redemption Bond Component Date Principal Coupon Price Issue Price at Maturity Bond Component: 02/15/2017 650,000.00 2.000% 100.489 653,178.50 650,000.00 02/15/2018 610,000.00 2.000% 101.829 621,156.90 610,000.00 02/15/2019 620,000.00 3.000% 105.382 653,368.40 620,000.00 02/15/2020 630,000.00 3.000% 107.286 675,901.80 630,000.00 02/15/2021 655,000.00 3.000% 108.742 712,260.10 655,000.00 02/15/2022 675,000.00 4.000% 115.064 776,682.00 675,000.00 02/15/2023 700,000.00 4.000% 117.104 819,728.00 700,000.00 02/15/2024 720,000.00 5.000% 125.901 906,487.20 720,000.00 02/15/2025 760,000.00 5.000% 128.318 975,216.80 760,000.00 02/15/2026 720,000.00 5.000% 127.143 915,429.60 720,000.00 02/15/2027 750,000.00 3.000% 110.505 828,787.50 750,000.00 02/15/2028 765,000.00 3.000% 109.685 839,090.25 765,000.00 02/15/2029 785,000.00 3.000% 108.872 854,645.20 785,000.00 02/15/2030 805,000.00 3.000% 108.065 869,923.25 805,000.00 9,845,000.00 11,101,855.50 9,845,000.00 Stated Weighted Maturity Interest Issue Redemption Average Date Rate Price at Maturity Maturity Yield Final Maturity 02/15/2030 3.000% 869,923.25 805,000.00 Entire Issue 11,101,855.50 9,845,000.00 7.3064 1.4682% Proceeds used for accrued interest 0.00 Proceeds used for bond issuance costs(including underwriters'discount) 91,101.37 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 0.00 Proceeds used to advance refund prior issues 11,011,350.17 Remaining weighted average maturity of the bonds to be currently refunded 0.0000 Remaining weighted average maturity of the bonds to be advance refunded 7.6035 Aug 31,2016 4:41 pm Prepared by Munistat Services,Inc. Page 91 FORM 8038 STATISTICS Town of Southold Refunding of 2011 Bonds Refunded Bonds Bond Component Date Principal Coupon Price Issue Price Public Improvement Bonds 2011: 11 BONDS 08/15/2017 64.0,000.00 3.000% 106.631 682,438.40 11 BONDS 08/15/2018 650,000.00 3.000% 104.912 681,928.00 11 BONDS 08/15/2019 665,000.00 3.000% 103.655 689,305.75 11 BONDS 08/15/2020 675,000.00 3.000% 101.442 684,733.50 11 BONDS 08/15/2021 700,000.00 3.000% 100.000 700,000.00 11 BONDS 08/15/2022 720,000.00 3.125% 99.300 714,960.00 11 BONDS 08/15/2023 740,000.00 3.250% 99.007 732,651.80 11 BONDS 08/15/2024 750,000.00 3.500% 100.000 750,000.00 11 BONDS 08/15/2025 780,000.00 3.625% 99.722 777,831.60 11 BONDS 08/15/2026 735,000.00 3.750% 99.425 730,773.75 11 BONDS 08/15/2027 760,000.00 4.000% 100.687 765,221.20 11 BONDS 08/15/2028 785,000.00 4.000% 100.000 785,000.00 11 BONDS 08/15/2029 810,000.00 4.000% 99.104 802,742.40 11 BONDS 08/15/2030 840,000.00 4.000% 98.029 823,443.60 10,250,000.00 10,321,030.00 Remaining Last Weighted Call Issue Average Date Date Maturity Public Improvement Bonds 2011 08/15/2019 06/29/2011 7.6035 All Refunded Issues 08/15/2019 7.6035 #12880 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 21St day of July, 2016. c./I Principal Clerk Sworn to before me this day of 2016. aTINAVOLINSKI NOTARY PUBLIC-STATE OF NEW YORK No. 01V06105050 611Alltled In Suffolk County Nr �ta1tt11yliL10A Ex6itps February 28,2020 or w� hrch-ths ,>of Southold 'tfieWl -,XPWr5PRQFRIATfON f1ND MA�K�NG r +� County of'Suffolk New York C u fatlio ERT notuAIN'OTHER DETERMINA riiecl+io expend money�or tf the provvsrons TIONS RELATNETHERETO hof lawwlvch shote d have beencomphemd g, Irnhelecwt br purpose is to refu rid all or �witli as of tl%das a of pubhcahon of thts No- t a potvon of certam ontstandmg�bonds�of,�, �rice were not substantrally comphedjwrth� the Town rs�sued ui 2008 2009 amend?All for �andanacttbnLswtorpro'c�eedrngconteshng�'uvanousipnrposes. ,� ;�`�'`�"���ur^''� "such vandtty nencedwrthm twentyikThe;periods yof�probableusefuhiess ,S days aftei the pubhcauon of t2vs Nohc�.e qr of the objects:,or purposes for�whrch the j- such obhgahons were authorized ui vtola` bonds to be iefunded were Issued coristst tion of the provtsrons.of, e`cons bon s�, ofvanouspenods angmg fiomt5 ye D T D July 2 2016 r� to 30 years commencing Tn. e�date of k .-ter Southold New York { ,. $ dongin�rssuanceo�f the first bondsoor bond =BI�ORDER OFTHfi� anti patio oteslusued for the spec r� f —i —rV1TOWNrBOrARD s hve objects orpwposes fo%wlu htthe out 6 OF THE TOWN,OFISOUTHOLD staridutgbnd5 wertssued ' + , � Ehziabeet�h A.NNeville f'd' The um amount ofaoliligat�ons � t Sfax r Town Clerk authorized to�be5ssued is$23 000,000 REFUN77INGtBOND RESOL+UNION W4�A complefe yof the BonilResolu OF THE_ T�OWN'OFSOLTTH® r + `hon summanzed'abovershall be available NEW;YORK�ADOPTEDYJCTL*Y^12 for p bhcpectton�durmg+norrria�l bust 2016 rAUTHORIZING THE REFUND rNeewshYourks aat;the#o_fe INGQINTAND Z-4tH5Mof thof,e aw Td otiSv=*7on"u SERIALBONDOF STATINGTHEArOF `Cthlae'o rlkd 53 35_ 12880`13 7121'.- � raS Sx 1: { rytt LE,GNOICEy {5� REFU LADING APPROPRIATINGG S The cesoluhonta�summary�ofwluch u ,AN AMOUNT MOTTO EXCEED pubhslied'�h rewithha' °sheen adopfe<3 VV on $23 000 000 FOR'SUCH PURPQSDP July 1.2 2016"and"ttie v dity,of'the obhga >� AIT�Tf i©1ZIZII_wpmt THE ISSUANCE OF h authortzed:b such resolution+ma be �REFUNDING BONDS IN THE PRINK f hereafter con�testemy s5Uu fiiODD ga 00, G)PALjF UNTO¢O NOTrTO � ' ,were.authortzed;for an object or�p'u�'rpose GEED>$23000OOOrTO FINANCE#SAID,;; r CERTIFICATE OF DETERMINATION BY THE SUPERVISOR RELATIVE TO THE TERMS, FORINT AND DETAILS OF SALE AND ISSUANCE OF $19,220,000 PUBLIC IMPROVEMENT REFUNDING SERIAL BONDS- 2016 OF THE TOWN OF SOUTHOLD, IN THE COUNTY OF SUFFOLK, NEW YORK AND PROVIDING FOR THEIR PUBLIC 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 of the Town 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 $19,220,000 and designated as "Public Improvement Refunding Serial Bonds-2016" (referred to hereinafter as the "Refunding Bonds" or the "Bonds") authorized pursuant to the Refunding Bond Resolution of the Town Board, duly adopted by the Town Board on the date set forth therein, entitled: "Refunding Bond Resolution of the Town of Southold,New York, adopted July 12, 2016, authorizing the refunding of certain outstanding serial bonds of said Town, stating the plan of refunding, appropriating an amount not to exceed $23,000,000 for such purpose, authorizing the issuance of refunding bonds in the principal amount of not to exceed $23,000,000 to finance said appropriation, and making certain other determinations relative thereto," shall be issued to refund the following: (a) the Public Improvement Serial Bonds-2008, maturing in each of the years 2017 to 2030, inclusive, in the aggregate principal amount of$6,075,000 (the "Refunded 2008 Bonds"), which bonds were originally issued in the principal amount of$8,850,000 pursuant to 2707031.1 040872 CLD various bond resolutions adopted by the Town Board on their respective dates, and originally issued to finance various improvements in and for the Town; and such Refunded 2008 Bonds mature on May 15 in the years and in the principal amounts and -bear interest payable- semiannually on May 15 and November 15 in each year to maturity, as follows: Year of Principal Interest Maturity Amount Rate 2017 $375,000 4.00% 2018 400,000 4.00 2019 400,000 4.00 2020 400,000 4.00 2021 425,000 4.00 2022 425,000 4.00 2023 425,000 4.00 2024 450,000 4.00 2025 450,000 4.125 2026 450,000 4.25 2027 450,000 4.25 2028 475,000 4.25 2029 475,000 4.25 2030 475,000 4.25 The Refunded 2008 Bonds are subject to redemption prior to maturity, at the option of the Town, 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 May 15, 2018 and thereafter on any date, at the redemption price of 100% of the par amount of the Refunded 2008 Bonds to be redeemed, plus accrued interest to the date of redemption. At the closing, the Town shall provide irrevocable instructions to The Bank of New York Mellon, as Escrow Holder, to mail to the registered holders of the Refunded 2008 Bonds, as the names and addresses of such holders shall appear on the books and records of the paying agent for the Refunded 2008 Bonds, as required by Section 53.00 of the Local Finance Law, a notice to be mailed not less than thirty 2707031.1 040872 CLD (30) days prior to the date set for redemption (May 15, 2018),--setting forth-the date set -for redemption of the Refunded 2008 Bonds. (b) the Public Improvement Serial Bonds-2009, maturing in each of the years 2017 to 2030, inclusive, in the aggregate principal amount of$3,945,000 (the "Refunded 2009 Bonds"), which bonds were originally issued in the principal amount of$5,283,000 pursuant to various bond resolutions adopted by the Town Board on their respective dates, and originally issued to finance various improvements in and for the Town; and such Refunded 2009 Bonds mature on March 15 in the years and in the principal amounts and bear interest payable semiannually on March 15 and September 15 in each year to maturity, as follows: Year of Principal Interest Maturity Amount Rate 2017 $215,000 4.00% 2018 225,000 4.00 2019 230,000 4.00 2020 240,000 4.00 2021 250,000 4.00 2022 260,000 4.00 2023 270,000 4.00 2024 290,000 4.00 2025 300,000 4.125 2026 310,000 4.125 2027 325,000 4.25 2028 330,000 4.25 2029 345,000 4.25 2030 355,000 4.375 The Refunded 2009 Bonds are subject to redemption prior to maturity, at the option of the Town, 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 March 15, 2019 and thereafter on any date, at the redemption price of 100% of the par amount of the Refunded 2009 Bonds to be redeemed, plus accrued interest to the date of redemption. At-the closing, the Town shall 2707031.1 040872 CLD provide irrevocable instructions to The Bank of New York Mellon, as Escrow Holder, to mail to the registered holders of the Refunded 2009 Bonds, as the names and addresses of such holders shall appear on the books and records of the paying agent for the Refunded 2009 Bonds, as required by Section 53.00 of the Local Finance Law, a notice to be mailed not less than thirty (30) days prior to the date set for redemption (March 15, 2019), setting forth the date set for redemption of the Refunded Bonds. (c) the Public Improvement Serial Bonds-2011, maturing in each of the years 2017 to 2030, inclusive, in the aggregate principal amount of$10,250,000 (the "Refunded 2011 Bonds"), which bonds were originally issued in the principal amount of$13,175,000 pursuant to various bond resolutions adopted by the Town Board on their respective dates, and originally issued to finance various improvements in and for the Town; and such Refunded 2011 Bonds mature on August 15 in the years and in the principal amounts and bear interest payable semiannually on February 15 and August 15 in each year to maturity, as follows: Year of Principal Interest Maturity Amount Rate 2017 $640,000 3.00% 2018 650,000 3.00 2019 665,000 3.00 2020 675,000 3.00 2021 700,000 3.00 2022 720,000 3.125 2023 740,000 3.25 2024 750,000 3.50 2025 780,000 3.625 2026 735,000 3.750 2027 760,000 4.00 2028 785,000 4.00 2029 810,000 4.00 2030 840,000 4.00 2707031.1 040872 CLD The Refunded 2011 Bonds are subject to redemption prior to maturity, at the option of the Town, 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 August 15, 2019 and thereafter on any date, at the redemption price of 100% of the par amount of the Refunded 2011 Bonds to be redeemed, plus accrued interest to the date of redemption. At the closing, the.Town shall provide irrevocable instructions to The Bank of New York Mellon, as Escrow Holder, to mail to the registered holders of the Refunded 2011 Bonds, as the names and addresses of such holders shall appear on the books and records of the paying agent for the Refunded 2011 Bonds, as required by Section 53.00 of the Local Finance Law, a notice to be mailed not less than thirty (30) days prior to the date set for redemption (August 15, 2019), setting forth the date set for redemption of the Refunded Bonds. The Refunding Bonds shall mature in the principal amounts and shall bear interest at respective interest rates per annum payable on February 15, 2017, August 15, 2017 and semiannually thereafter on February 15 and August 15 in each year until maturity as set forth below: Date of Principal Date of Principal Maturi1y Amount Maturity Amount February 15, 2017 $ 1,230,000 February 15, 2024 $ 1,405,000 February 15,2018 1,190,000 February 15,2025 1,455,000 February 15, 2019 1,205,000 February 15, 2026 1,430,000 February 15, 2020 1,215,000 February 15, 2027 1,485,000 February 15, 2021 1,280,000 February 15, 2028 1,530,000 February 15, 2022 1,315,000 February 15, 2029 1,555,000 February 15, 2023 1,345,000 February 15, 2030 1,580,000 In addition, following the sale of the Bonds as provided for in paragraph 12 hereof, the aggregate amount of Bands may be decreased or increased, but only to the extent necessary, and the amount of each annual maturity, as set forth in this paragraph, 2707031.1 040872 CLD may be adjusted, in order that the Town can effectuate the most cost effective refunding of the Refunded Bonds. Any adjustments shall also effectuate and provide for substantially level or declining debt service for the Bonds. 2. Issue Date. The Bonds shall be dated their date of delivery, which is expected to be October 4, 2016. 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. 3. Interest Rate, and Dates and Medium of Payment. The Bonds shall bear interest from their date at a rate or rates per annum necessary for the Town to sell said Bonds, the bidder to name a rate or rates of interest per annum in multiples of one-hundredth of 1% or multiples of one-eighth of 1% per annum which the Bonds are to bear, and said bidder may state different rates of interest for Bonds maturing in different calendar years; provided, however, that (i) only one rate of interest may be bid for all bonds maturing in any one calendar year and (ii) variations in rates of interest so bid may be in any order of maturity; the exact rate or rates of interest to be determined by the undersigned Supervisor upon the receipt of bids therefor, as hereinafter set forth, payable on February 15,2017, August 15, 2017 and semiannually thereafter on February 15 and August 15 in each year to maturity, payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest on the Bonds shall be paid by wire transfer or in clearinghouse funds on each interest payment date, payable to the person in whose name each Refunding 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, Town of Southold, Town Hall, 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. 2707031.1 040872 CLD 4. Prior Redemption. The Bonds maturing on or before February 15, 2025 are not subject to redemption prior to maturity. The Bonds maturing on or after February 15, 2026 will be subject to redemption prior to maturity at the option of the Town on any date on or after February 15, 2025, as a 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 a 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 not less than thirty (30) days prior to such 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. 5. Denominations, Numbers and Letters. The Bonds maturing in each year shall be issued as fully registered Bonds in denominations of $5,000 or any integral multiple thereof, not exceeding the aggregate principal amount of the Bonds maturing in such year. The Bonds shall be numbered separately and consecutively upward with the letter R prefixed thereto and shall be transferable and exchangeable as provided herein. 6. Book-Entry System. The Bonds when issued shall be (i) registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York 2707031.1 040872 CLD ("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 respective interests 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, pursuant to the Blanket Letter of Representation between the Town and DTC. Transfer of principal and interest payments to participants of DTC will be the responsibility of DTC;transfer of principal and interest payments to beneficial owners by participants of DTC will be the responsibility of such participants and other nominees of beneficial owners. The Town will not be responsible or liable for payments by DTC to its participants or by DTC participants to beneficial owners or for maintaining, supervising or reviewing the records maintained by DTC, its participants or persons acting through such participants. 7. Discontinuance of Book-Entryystem. In the event that (a) DTC determines to discontinue providing its service with respect to the Bonds by giving notice to the ' 2707031.1 040872 CLD 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. 8. Fiscal Agent. The Town Clerk is hereby appointed as Fiscal Agent for the Bonds pursuant to, and to act in accordance with, applicable provisions of the Local Finance Law, constituting Chapter 33-a of the Consolidated Laws of the State of New York. In the event that the book-entry system described in Section 6 above is discontinued,the Town may appoint a bank or trust company located and authorized to do business in New York State to act as successor Fiscal Agent in connection with the issuance of bond certificates. 9. Execution of Bonds. The Bonds shall be executed in the name of the Town by the manual signature of the Supervisor, and shall have the corporate seal of the Town, or a facsimile thereof, affixed, impressed, imprinted or otherwise reproduced thereon, and attested by the signature of the Town Clerk. 10. Transfer of Bonds. Each Bond shall be transferable only upon the books of the Town, which shall be kept for such 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 2707031.1 040872 CLD Bond, the Town shall issue in the name of the transferee or the registered owner a new Borid-or- Bonds of the same aggregate principal amount and maturity as the surrendered Bond. The Town and the Fiscal Agent may deem and treat the person in whose name any Bond shall be registered upon the books of the Town as the absolute owner of such Bond, whether such Bond shall be overdue or not, for the 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. 11. Regulations With Respect to Exchanges and Transfers. In all cases in which the privilege of exchanging or transferring Bonds is exercised, the Town shall execute and 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 bond issued upon such exchange or transfer, which sum or sums shall be paid by the person requesting such exchange or transfer as a condition precedent to the exercise of the privilege of making such exchange or transfer. The Town shall not be obliged to make any such exchange or transfer of Bonds between the fifteenth day of the month preceding an interest payment date and such interest payment date. 12. Sale of Bonds. The Bonds shall be sold upon sealed proposals to be received by the undersigned Supervisor .on Tuesday, September 13, 2016, at 11:00 o'clock A.M. 270703I.I 040872 CLD (Prevailing Time), at the offices of Munistat Services, Inc., 12 Roosevelt Avenue, Port Jefferson Station, New York 11776, via iPreo's Parity Electronic Bid Submission System ("Parity") or by facsimile transmission, pursuant to the terms set forth in the-Notice of Sale, in substantially the form as provided in Appendix A. The Notice of Sale shall be published at least once in "The Bond Buyer," published in the City of New York, not less than five (5) nor more than thirty (30) days prior to the date of said sale. A copy of such complete 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 Suffolk County, or, if only one bank is located in such county, then to such bank and to at least two banks or trust companies having a place of business in an adjoining county; (3) "The Bond Buyer", 1 State Street Plaza,New York, New York 10004; and (4) at least 10 bond dealers. The successful bidder may neither withdraw nor modify its bid as a result of any post-bid adjustment affecting the amount of any maturity or the aggregate amount of the Bonds as described in paragraph 1 hereof. It is the intent to hold constant, on a per bond basis, the successful bidder's underwriting spread. The Bonds of each maturity, as adjusted, will bear interest at the same rate and must have the same initial reoffering yields as specified for that maturity by the successful bidder for the Bonds. However, the award will be made to the bidder whose bid produces the lowest net interest rate solely on the basis of the Bonds offered, without taking into account any adjustment in the amount of Bonds as described in paragraph 1 hereof. The Bonds shall be delivered to the purchaser thereof on or about October 4, 2016 upon receipt by the Town of the purchase price therefor in Federal Funds and deposit of the Bonds with DTC to be held in trust until maturity. 2707031.1 040872 CLD 13. Form of Bonds. Said Bonds-shall be in substantially the form set-forth in Appendix B hereto. 14. SEC Rule 15c2-12. In order-to -assist-bidders--in-complying-with Rule - - 15c2-12 promulgated by the Securities and Exchange Commission and as part of the Town's contractual obligation arising from its acceptance of the successful bidder's proposal, at the time of the delivery of the Bonds the Town will provide an executed copy of its "Undertaking to Provide Continuing Disclosure" in substantially the form set forth in Appendix C hereto. Said Undertaking will constitute a written.agreement or contract of the Town for the -benefit of holders of and owners of beneficial interests in the Bonds,to provide to 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 31st day-of August, 2016. Supe isor 270703].]040872 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 September 13,2016; 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. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of said Town this day of September, 2016. Town Clerk (SEAL) 2707031.1 040872 CLD APPENDIX A TOWN OF SOUTHOLD, IN THE COUNTY OF SUFFOLK,NEW YORK NOTICE OF $19,220,000* BOND SALE SEALED PROPOSALS will be received by the Town Supervisor, Town of Southold, New York, at the offices of Munistat Services, Inc., 12 Roosevelt Avenue, Port Jefferson Station,New York(Telephone No. 631-331-8888, Fax No. 631-331-8834) on Tuesday, September 13, 2016, until 11:00 o'clock A.M. (Prevailing Time), via iPreo's Parity Electronic Bid Submission System ("Parity") or by facsimile transmission, at which time they will be publicly opened and announced, for the purchase of $19,220,000* Public Improvement Refunding Serial Bonds-2016 (the "Bonds"), maturing in the annual principal installments as shown below, which, together with interest thereon, are expected to effectuate and provide for substantially level or declining annual debt service. $1,230,000 on February 15 in the year 2017 $1,405,000 on February 15 in the year 2024 1,190,000 on February 15 in the year 2018 .1,455,000 on February 15 in the year 2025 1,205,000 on February 15 in the year 2019 1,430,000 on February 15 in the year 2026 1,215,000 on February 15 in the year 2020 1,485,000 on February 15 in the year 2027 1,280,000 on February 15 in the year 2021 1,530,000 on February 15 in the year 2028 1,315,000 on February 15 in the year 2022 1,555,000 on February 15 in the year 2029 1,345,000 on February 15 in the year 2023 1,580,000 on February 15 in the year 2030 * The paramount of the issue,purchase price and amounts of the maturities of the Bonds are subject to change depending upon the actual interest rates bid and the successful bidder's initial reoffering yields in order to effectuate the Town's plan of refunding certain outstanding debt. Accordingly, the Town reserves the right, in its discretion, but only to the extent necessary, to increase or decrease the size of the issue and the maturities of the Bonds, in order that the Town can effectuate the most cost effective refunding of outstanding bonds. Any adjustments shall also effectuate and provide for substantially level or declining debt service for the Bonds. Such adjustments will be made within twenty-four (24) hours following the opening of the bids. The successful bidder may neither withdraw nor modify its bid as a result of any such post-bid adjustment` Any such adjustment shall be conclusive, and shall be binding upon the successful bidder. The Bonds of each maturity, as adjusted, will bear interest at the same rate and must have the same initial reoffering yields as spec fled for that maturity by the successful bidder for the Bonds. It is the intent of this provision to hold constant, on a per bond basis, the successful bidder's average underwriting spread. However, the award will be made to the bidder whose bid produces the lowest net interest rate, calculated as specified below, solely on the basis of the Bonds offered, without taking into account any adjustment in the amount of Bonds pursuant to this paragraph. 2707031.1 040872 CLD The Town reserves the right to change the time and/or date for the opening of sealed proposals. Notice of any such change shall be provided not less than one (1)hour prior to the time set forth above for the opening of sealed proposals by means of a supplemental notice of sale to be transmitted over the Thomson Municipal News wire. The Bonds will be dated the date of their delivery, which is expected to be October 4, 2016, and will bear interest at the rate or rates per annum specified by the successful bidder therefor in accordance herewith, payable on February 15, 2017, August 15, 2017, and semiannually thereafter on February 15 and August 15 in each year until maturity. The Bonds maturing on or before February. 15, 2025 will not be subject to redemption prior to maturity. The Bonds maturing on or after February 15, 2026 will be subject to redemption prior to maturity at the option of the Town on any date on or after February 15, 2025, as a 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 a 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 not less than thirty (30) days prior to the date set for such redemption. 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. The Bonds will be issued in the form of fully registered Bonds, in denominations corresponding to the aggregate principal amounts due in each year of maturity. As a condition to delivery of the Bonds,the successful bidder will be required to cause such Bond certificates to be (i) registered in the name of Cede & Co., as nominee of The Depository Trust Company, 55 Water Street, New York, New York ("DTC"), and (ii) deposited with DTC to be held in trust until maturity. DTC is an automated depository for securities and clearinghouse for securities transactions, and will be responsible for establishing and maintaining a book-entry system for recording the ownership interests of its participants,which include certain banks,trust companies and securities dealers, and the transfers of the interests among its participants. The DTC participants will be responsible for establishing and maintaining records with respect to the beneficial ownership interests of individual purchasers in the Bonds. Individual purchases of beneficial ownership interests in the Bonds may only be made through book entries (without certificates issued by the Town) made on the books and records of DTC (or a successor depository) and its participants, in denominations of $5,000 or integral multiples thereof. Principal of and interest on the Bonds will be payable by the Town or its agent by wire transfer or in clearinghouse funds to DTC or its nominee as registered owner of the Bonds. Transfer of principal and interest payments to participants of DTC will be the responsibility of DTC; transfer of principal and interest payments to beneficial owners by participants of DTC will be the responsibility of such participants and other nominees of beneficial owners. The Town will not 270703].]040872 CLD 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 participaiits. Each proposal must be a bid of not less than $19,220,000 for all of the Bonds and must state in a multiple of one-hundredth of 1% or a multiple of one-eighth of-1%, the--rate-or - - - - rates of interest per annum which the Bonds are to bear and may state different rates of interest for Bonds maturing in different calendar years; provided, however, that (i) only one rate of interest may be bid for all Bonds maturing in any one calendar year, and (ii)variations in rates of interest so bid may be in any order of maturity. As a condition precedent to the consideration of his proposal, a good faith deposit (the "Deposit") in the amount of $192,200 is required for each bid to be considered. Such Deposit may be in the form of: (i) a check drawn upon an incorporated bank or trust company payable to the order of"The Town of Southold, New York," or (ii) a wire transfer in accordance with instructions set forth herein. If a wire transfer is used, it must be sent to the account so designated by the Town for such purpose, not later than 10:00 A.M. on the date of the sale; however, the Town reserves the right to award the Bonds to the successful bidder whose wire transfer is initiated but not received by such time provided that such successful bidder's fed wire reference number has been received and the wire reference number is provided on the "Proposal for Bonds" when the bid is submitted. Bidders are instructed to contact Munistat Services, Inc., 12 Roosevelt Avenue, Port Jefferson Station, New York (Telephone No. 631-331-8888), the Town's Financial Advisor,no later than twenty-four(24)hours prior to the bid opening to obtain. the Town's wire instructions. The Town shall not incur any liability from delays of or interruptions in the receipt of the Deposit by fed wire or return of the Deposit to the unsuccessful bidders. Under no circumstances shall interest accrue on the Deposit occasioned by a delay in the return of the Deposit to any unsuccessful bidder. No interest on the Deposit will accrue to the Purchaser. The Deposit will be applied to the purchase price of the Bonds. Sealed proposals may be submitted electronically via Parity or via facsimile transmission at (631) 331-8834, in accordance with this Notice of Sale, until the time specified herein. No other form of electronic bidding services nor telephone proposals will be accepted. No proposal will be accepted after the time for receiving proposals specified above. Bidders submitting proposals via facsimile must use the "Proposal for Bonds" form attached hereto. Once the proposals are communicated electronically via Parity or via facsimile to the District, each bid will constitute an irrevocable offer to purchase the Bonds pursuant to the terms therein provided. Prospective bidders wishing to submit an electronic bid via Parity must be contracted customers of Parity. Prospective bidders who do not have a contract with Parity must call (212) 849-5021 to become a customer. By submitting an electronic bid for the Bonds, a bidder represents and warrants to the Town that such bidder's bid for the purchase of the Bonds is submitted for and on behalf of such prospective bidder by an officer or agent who is duly authorized to bind the bidder to a legal, valid and enforceable contract for the purchase of the Bonds. 2707031.1 040872 CLD Each prospective•bidder who wishes-to submit an electronic bid shall be solely responsible to register to bid via Parity. Each qualified prospective bidder- shall be solely responsible to make necessary arrangements to access Parity for purposes of submitting its bid in a timely manner and in compliance with the requirements of this Notice of Sale. Neither the Town nor Parity shall have any duty or obligation to undertake such registration to-bide for any - prospective bidder or to provide or assure such access-to-any qualified prospective bidder, and neither the Town nor Parity shall be responsible for a bidder's failure to register to.bid or for proper operation of, or have any liability for any delays or interruptions of, or any damages caused by Parity. The Town is using Parity as a communications mechanism, and not as the Town's agent, to conduct the electronic bidding for the Town's Bonds. The Town is not bound by any advice or determination of Parity as to whether any bid complies with the terms of this Notice of Sale. All costs and expenses incurred by prospective bidders in connection with their registration and submission of bids via Parity are the sole responsibility of the bidders, and the Town is not responsible, directly or indirectly, for any such costs or expenses. If a prospective bidder encounters any difficulty in registering to bid, or submitting or modifying a bid for the Bonds, it should telephone Parity and notify the Town's Financial Advisor, Munistat Services, Inc., at 631-331-8888 (provided that the Town shall have no obligation to take any action whatsoever upon receipt of such notice). If any provisions of this Notice of Sale shall conflict with information provided by Parity, as approved provider of electronic bidding services, this Notice of Sale shall control. Further information about Parity, including any fee charged, may be obtained from Parity at (212) 849-5021. The time maintained by Parity shall constitute the official time with respect to all bids submitted. The Bonds will be awarded and sold to the bidder complying with the terms of sale and offering to purchase such issue of Bonds at such rate or rates of interest per annum as will produce the lowest net interest cost over the life of such issue and, if two or more such bidders offer the same lowest net interest cost, then to one of said bidders selected by the Sale Officer by lot from among all said bidders. Net interest cost shall be determined for each bid by doubling the semi-annual interest rate, compounded semiannually, necessary to discount all interest and principal payments from the payment dates thereof to the dated date of the Bonds, so that the sum of the present value of said payments equals the price bid, such price bid excluding interest accrued to the date of delivery. The net interest cost shall be calculated from the dated date of the bonds. The successful bidder must also pay an amount equal to the interest on the Bonds,if any, accrued to the date of payment of the purchase price. When the successful bidder has been ascertained, the Sale Officer will promptly return all deposits made to the persons making the same, except the deposit made by such bidder. Award of the Bonds to the successful bidder, or rejection of all bids, is expected to be made promptly after opening of the bids,but the successful bidder may not withdraw his proposal until after 3:00 o'clock P.M. (Prevailing Time) of the day of such bid-opening and then only if such award has not been made prior to the withdrawal. The successful bidder will be promptly notified of the award to him, and if he refuses or neglects to pay the agreed price of the Bonds less the amount deposited by him, the amount deposited by him shall be forfeited to and retained by the Town as liquidated damages for such neglect or refusal. 2707031.1 040872 CLD The Town reserves the right to reject any and all bids (regardless of the interest rate bid), to reject any.bid-not complying with this official Notice of Sale and; so far as permitted by law,to waive any irregularity or informality with respect to any bid or the bidding process. If the Bonds qualify for issuance of any policy-.of.municipal bond insurance or commitment therefor at the option of a bidder, the purchase-of any such-insurance-policy-or the issuance of any such commitment therefor shall be at the sole option and expense of such bidder and any increased costs of issuance of the Bonds resulting by reason of the same, unless otherwise paid, shall be paid by such bidder. Any failure of the Bonds to be so insured or of any such policy of insurance to be issued, shall not constitute cause for a failure or refusal by the purchaser of the Bonds to accept delivery of and pay for said Bonds in accordance with the terms hereof. The proceeds of the Bonds will be used to.refund certain outstanding serial bonds of the Town issued in 2008,2009 and 2011. The Bonds shall be general obligations of the Town and shall contain a pledge of the faith and credit of the Town for the payment of the principal thereof and the interest thereon. The State Constitution requires the Town to pledge its faith and credit for the payment of the principal of the Bonds and the interest thereon and to make annual appropriations for the amounts required for the payment of such interest and the redemption of the Bonds. The State Constitution also provides that if at any time the appropriating authorities fail to make the required appropriations for the annual debt service on the Bonds and certain other obligations of the Town, a sufficient sum shall be set apart from the first revenues thereafter received and shall be applied for such purposes, and also that the fiscal officer of the Town may be required to set apart and apply such revenues as aforesaid at the suit of any holder of such obligations. For the payment of such principal of and interest on the Bonds, the Town has the power and statutory authorization to levy ad valorem taxes on all taxable real property in the Town, subject to certain statutory limitations imposed by Chapter 97 of the Laws of 2011, as amended (the "Tax Levy Limit Law"). See "Tax Levy Limit Law" in the Preliminary Oficial Statement of the Town, dated August 31, 2016 ("Preliminary Official Statement'), circulated in connection with the sale of the Bonds. The population'of the Town is 22,154 according to the 2014 U.S. Census Bureau estimate. The debt statement to be filed pursuant to Section 109.00 of the Local Finance Law in connection with the sale of the Bonds, prepared as of August 31, 2016, shows the average five- year full valuation of real property subject to taxation by the Town to be $47,248,129,865, its debt limit to be $661,473,818, and its total net indebtedness to be $36,138,000. The issuance of the Bonds may increase the Town's total net indebtedness. The Bonds will be delivered to DTC and shall be paid for in Federal Funds on or about October 4, 2016, at such place in New York City, and on such business day and at such hour, as the Sale Officer shall fix on three business days' notice to the successful bidder, or at such other place and time as may be agreed upon with the successful bidder. The deposit of the Bonds with DTC under a book-entry system requires the assignment of CUSIP numbers prior to delivery. It shall be the responsibility of the successful bidder to obtain CUSIP numbers for the 2707031.1 040872 CLD Bonds prior to delivery and the Town will not be responsible for any delay occasioned by the - inability to deposit the Bonds with DTC due to-the failure of the successful bidder to obtain-such numbers and to supply them to the Town in a timely manner. All expenses in relation to the printing of CUSIP numbers on the Bonds shall be paid for by the Town; provided, however,that the CUSIP Service Bureau charge for the assignment of said numbers shall be the responsibility- of and shall be paid for by the successful bidder. -- — The successful bidder will be furnished without cost with the approving opinion of the law firm of Hawkins Delafield & Wgod LLP ("Bond Counsel'), substantially as set forth in Appendix C of the Preliminary Official Statement of the Town dated August 31,2016. . The successful bidder may at its option refuse to accept the Bonds if prior to their delivery the opinion of Bond Counsel is not delivered or if any income tax law of the United States of America is hereafter enacted which shall provide that the interest thereon is taxable, or shall be taxable at a future date, for federal income tax purposes, and in such case the deposit made by it will be returned and it will be relieved of its contractual obligations arising from the acceptance of its proposal. The Internal Revenue Code of 1986, as amended (the "Code"), establishes certain ongoing requirements that must be met subsequent to the issuance and delivery of the Bonds in order that interest on the Bonds be and remain excludable from gross income under Section 103 of the Code. Concurrently with the delivery.of the Bonds, the Town will execute a Tax Certificate, which will contain provisions and procedures relating to compliance with the requirements of the Code and a certification to the effect that the Town will comply with the provisions and procedures set forth therein and that it will do and perform all acts and things necessary or desirable to assure that interest paid on the Bonds is excludable from gross income under Section 103 of the Code. Upon delivery of the Bonds, Bond Counsel will deliver an opinion that states that, under existing statutes and court decisions and assuming continuing compliance with the provisions and procedures set forth in the Tax Certificate, (i) interest on the Bonds is excluded from gross income for federal income tax purposes pursuant to Section 103 of the Code and (ii) interest on the Bonds is not treated as a preference item in calculating the alternative minimum tax imposed on individuals and corporations under the Code. Bond counsel expresses no opinion as to whether interest on the Bonds (or any portion thereof) is included in the adjusted current earnings of certain corporations for purposes of calculating the alternative minimum tax imposed on such corporations. In addition, the opinion of Bond Counsel will state that, 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. The Town will not designate the Bonds as "qualified tax-exempt obligations" pursuant to the provisions of Section 265 of the Code. The successful bidder shall, within one (1) hour after being notified of the award of the Bonds, advise the Financial Advisor by electronic transmission or writing by facsimile transmission of the initial public offering price of the Bonds. The successful bidder also must 2707031.1 040872 CLD submit to the Town a certificate (the "Reoffering-Price-Certificate"), satisfactory to Bond Counsel,prior to the delivery of the Bonds that states,among other-things,-that: - - (a)(i) on the date of award, such successful bidder made a bona fide public offering of the Bonds ,purchased by such successful bidder at initial offering price _ -- corresponding to the price or yield indicated in the information furnished in connection with the successful bid, and (ii) as of such date,the first price or yield at which an amount equal to at least ten percent (10%) of Bonds purchased by such successful bidder was sold to the public was, respectively, a price not higher or a yield not lower than indicated in the information furnished with the successful bid (the "first price rule"), unless such certificate contains an explanation as to the reasons why the first price rule was not satisfied, OR (b) such successful bidder has purchased the Bonds for its own account and not with a view to distribution or resale and not in the capacity of a bond house, broker or other intermediary, and the price or prices at which such purchase was made. For the purposes of the Reoffering Price Certificate,the "public"does not include bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers. In making such representations, the successful bidder must reflect the effect on the offering prices of any "derivative products" (e.g., a tender option) used by the bidder in connection with the initial sale of any of the Bonds. The Preliminary Official Statement is in a form "deemed final" by the Town for the purpose of Securities and Exchange Commission Rule 15c2-12 ("Rule 15c2-12") but may be modified or supplemented as noted herein. In order to assist bidders in complying with Rule 15c2-12 and as part of the Town's contractual obligation arising from its acceptance of the successful bidder's proposal, at the time of the delivery of the Bonds the Town will provide an executed copy of its "Undertaking to Provide Continuing Disclosure" (the "Undertaking"). The form of Undertaking is set forth as Appendix D in the Preliminary Official Statement. Other than as may be set forth in the Preliminary Official Statement, the Town is in compliance in all material respects with its previous undertakings made pursuant to Rule 15c2-12 during each of the past five years. The Town will provide a reasonable number of Official Statements to the successful bidder within seven (7) business days after award to the successful bidder. Such bidder may specify the applicable (a) offering price(s),(b) selling compensation, (c) rating(s), (d) credit enhancement and (e) identity and complete name of such bidder and any participating underwriters, and if so, the Preliminary Official Statement will be modified or supplemented by the information so specified. Neither the Town nor its financial advisor, nor Bond Counsel shall be liable in any manner for any delay, inaccuracy, or omission on the part of the successful bidder with respect to such request, nor shall the Town's failure, 8 a result thereof, to provide the Official Statement within the above time period, constitute cause for a failure or refusal by such bidder to accept delivery of and pay for the Bonds in accordance with the terms hereof. 2707031.1 040872 CLD The obligations hereunder to deliver or accept the Bonds pursuant hereto shall be conditioned on the availability to the successful bidder and delivery at the time of delivery of the- - - Bonds of said approving opinion; of certificates in form and tenor satisfactory to said law firm evidencing the proper execution and delivery of the Bonds and receipt of payment therefor and including a statement, dated as of the date of such delivery,to the effect that there is no litigation pending or (to the knowledge of the signer or signers thereof) threatened relating to the-Bonds;---------- - _ - and of the several certificates as described in the Official Statement under the heading "Documents Accompanying Delivery of the Bonds and the Notes." A copy of said approving opinion will appear on the Bonds. Copies of the Notice of Sale and the Preliminary Official Statement may be obtained upon request from the offices of Munistat Services, Inc., Munistat Services, Inc., 12 Roosevelt Avenue, Port Jefferson Station, New York(Telephone No. 631-331-8888). Dated: August 31, 2016 Scott A. Russell Supervisor and Chief Fiscal Officer 2707031.1 040872 CLD 1 PROPOSAL FOR BONDS - ($19,220,000 Public Improvement Refunding Serial Bonds-2016) - September 13,2016 Hon.Scott A.Russell,Supervisor Town of Southold,New York Facsimile: 631-3318834 - - c/o Munistat Services,Inc. - 12 Roosevelt Avenue Port Jefferson Station,New York Dear Supervisor Cantwell: Subject to the provisions and in accordance with the terms of the annexed Notice of Sale dated August 31,2016,which is hereby made a part of this Proposal,we offer to purchase all of the$19,220,000*Public Improvement Refunding Serial Bonds- 2016 of the Town of Southold,in Suffolk County,New York, described in said Notice of Sale, and to pay therefor the price of $19,220,000* plus a premium of$ plus interest, if any, accrued on said Bonds from their date to the date of their delivery,provided that the Bonds maturing in the several years set forth below shall bear interest from their date until maturity at the respective rates per annum stated in the following table: Bonds maturing on February 15 in the year 2017,at % Bonds maturing on February 15 in the year 2024,at Bonds maturing on February 15 in the year 2018,at % Bonds maturing on February 15 in the year 2025,at % Bonds maturing on February 15 in the year 2019,at % Bonds maturing on February 15 in the year 2026,at % Bonds maturing on February 15 in the year 2020,at % Bonds maturing on February 15 in the year 2027,at_% Bonds maturing on February 15 in the year 2021,at % Bonds maturing on February 15 in the year 2028,at % Bonds maturing on February 15 in the year 2022,at % Bonds maturing on February 15 in the year 2029,at % Bonds maturing on February 15 in the year 2023,at % Bonds maturing on February 15 in the year 2030,at % Deposit Requirement-Please check one of the following: ❑ We enclose herewith a certified or cashier's check in the sum of$192,200,made payable to the order of the Town of Southold,in Suffolk County,New York. ❑ We sent a fed wire transfer of$192,200 to the account of the Town designated for such purpose in accordance with the Notice of Sale and instructions provided by the Town's Financial Advisor. The fed wire confirmation number is at The Deposit is to be returned to the undersigned if the bid is not accepted. Otherwise it shall be applied as part payment for the Bonds,or retained by the Town as and for liquidated damages in case we should not take up and pay for the Bonds in accordance with the terms of this Proposal. The following is our computation of the net interest cost,made as provided in the above-mentioned Notice of Sale,but not constituting any part of the foregoing Proposal for the purchase of$19,220,000*Bonds under the foregoing Proposal: GrossInterest...............................................................................................$ Less Premium Bid Over Par.........................................................................$ NetInterest Cost...........................................................................................$ NetInterest Rate.......................................................................................... % (four decimals) Return of the Deposit on September 13, 2016, in the Firm: amount of$192,200 from the Town of Southold, in Suffolk County,New York,is hereby acknowledged: By: Telephone Facsimile Email: 2707031.1 040872 CLD APPENDIX B REGISTERED REGISTERED NO.R- $ UNITED STATES OF AMERICA STATE OF NEW YORK COUNTY OF SUFFOLK TOWN OF SOUTHOLD PUBLIC IMPROVEMENT REFUNDING SERIAL BOND-2016 MATURITY DATE INTEREST DATE OF ORIGINAL CUSIP NUMBER RATE ISSUE February 15, % October 4,2016 REGISTERED OWNER: CEDE & CO. PRINCIPAL SUM: The Town of Southold, in the County of Suffolk, a municipal corporation of the State of New York, hereby acknowledges itself indebted and for value received promises to pay to the REGISTERED OWNER named above, or registered assigns, on the MATURITY DATE, (stated above)the PRINCIPAL SUM (stated above)upon presentation and surrender of this bond at the office of the Town Clerk, Town of Southold, Town Hall, 53095 Main Road, Southold, New York, as fiscal agent (herein called the "Fiscal Agent"), or any successor thereto, and to pay interest on such principal sum from October 4, 2016 or from the most recent interest payment date to which interest has been paid, at the INTEREST RATE (stated above), payable on February 15, 2017, August 15, 2017 and semiannually thereafter on February 15 and August 15 in each year until maturity. Interest hereon shall be payable by wire transfer of clearinghouse funds by the Town or its agent on each interest payment date to the registered owner hereof at his address as it appears on the registration books of the Town maintained by the Fiscal Agent or at such other address as may be furnished in writing by such registered owner to the Fiscal Agent at as of close of business on the 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. 2707031.1 040872 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, Suffolk County, New York, 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. TOWN OF SOUTHOLD, SUFFOLK COUNTY,NEW YORK (SEAL) By Supervisor ATTEST: Town Clerk 2707031.1 040872 CLD Town of Southold,New York Public Improvement Refunding Serial Bond-2016 This bond is one of an authorized issue, the aggregate principal amount of which is $19,220,000, the bonds-of which are of like tenor, except as to number,--denomination, interest - rate and maturity, and is issued pursuant to the provisions of the Local Finance Law, constituting Chapter 33-a of the Consolidated Laws of the State of New York (the "Law"), the Refunding Bond Resolution duly adopted by the Town Board of the Town on July 12, 2016, authorizing the issuance of not to exceed $23,000,000 refunding serial bonds of the Town to provide funds required by the Town to refund certain serial bonds of the Town issued in 2008, 2009 and 2011, and the Certificate of Determination executed by the Supervisor as of August 31, 2016, determining the terms, form and details of issuance of said refunding serial bonds (the "Bonds") and providing for their public 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 at the office of the Fiscal Agent, by the registered owner hereof in person, or by his attorney duly authorized in writing, upon the surrender of this bond together with a written instrument of transfer or exchange satisfactory to the 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 February 15, 2025 are not subject to redemption prior to maturity. The Bonds maturing on or after February 15, 2026 will be subject to redemption prior to maturity at the option of the Town on any date on or after February 15, 2025, as a 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 a 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 not less than thirty (30) days prior to such 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. 2707031.1 040872 CLD Hawkins Delafield &Wood LLP 28 Liberty Street New York,New York 10005 October 4,2016 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 (the "Issuer"), in the County of Suffolk, 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 $19,220,000 Public Improvement Refunding Serial Bonds-2016 (the "Bonds"), dated and delivered on the date hereof. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with originals of all documents submitted to us as copies thereof. 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, as amended. 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. Bond counsel expresses no opinion as to whether interest on the Bonds (or any portion thereof) 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 2707031.1 040872 CLD 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 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 certifications 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, Official Statement or any proceedings, reports, correspondence, financial statements or other documents, containing financial or other information relative to the Issuer which have been or may hereafter be furnished or disclosed to purchasers of ownership interest in said Bonds. Very truly yours, /s/Hawkins Delafield & Wood LLP 2707031.1 040872 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: The signature to Notice: Signature(s)must be this assignment must cor- acknowledged or proved, or in the respond with the name as alternative, certified as to its it appears upon the face genuineness by an officer of a bank of the within bond in or trust company located and authorized every particular, without to do business in New York State. alteration or enlargement or any change whatever. 2707031.1 040872 CLD UNDERTAKING TO PROVIDE CONTINUING DISCLOSURE Section 1. Definitions "Annual Information" shall mean the information specified in Section 3 hereof. "EMMA'shall mean the 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 Award, executed by the'Supervisor as of September 13, 2016. "Rule" shall mean 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 $19,220,000 Public Improvement Refunding Serial Bonds-2016, dated October 4, 2016, maturing in various principal amounts on February 15 in each of the years 2017 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) (A) no later than six months after the end of each fiscal year, commencing with the fiscal year ending December 31, 2016, the Annual Information relating to such fiscal year, and (B) no later than six months after the end of each fiscal year, commencing with the fiscal year ending December 31, 2015, the audited financial statements of the Issuer for each fiscal year, if audited financial statements are prepared by the Issuer and then available; provided, however,that 2707031.1 040872 CLD if audited financial statements are not prepared or are not then available, unaudited financial statements shall be provided 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 year after the end of the succeeding fiscal year; provided further, however, that the unaudited financial statement shall be provided for any fiscal year only.if the Town has made a determination that providing such unaudited financial statement would be compliant with federal securities laws, including Rule l Ob-5 of the Securities Exchange Act of 1934 and Rule 17 (a)(2) of the Securities Act of 1933; 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 2707031.1 040872 CLD 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 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 explain, in narrative form, the reasons for such modification.and the effect of such modification on the Annual 2707031.1 040872 CLD 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, consolidations, acquisitions or dispositions made by or affecting any such person; provided that any such modifications shall comply with the requirements of Rule 15c2-12 or Rule 15c2- 12 as in effect at the time of such modification; or 2707031.1 040872 CLD (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. IN WITNESS WHEREOF,the undersigned has duly authorized, executed and delivered this Undertaking as of October 4,2016. TOWN OF SOUTHOLD By Supervisor and Chief Fiscal Officer 270703].] 040872 CLD d PRELIMINARY OFFICIAL STATEMENT DATED AUGUST 31,2016 Z I w SERIAL BONDS RATING—MOODY"S INVESTOR SERVICE: " See "Bond Rating", herein " In the opinion of Hawkins Delafield & Wood LLP, Bond Counsel.to the Town, under existing statutes and court decisions and E o assuming continuing compliance with certain tax certifications described herein, (i)interest on the Bonds is excluded from oss income for Federal income tax purposes ursuant to Section 103 of the Internal Revenue Code of 1986, as amended(the "Code'), and ti)interest on the Q.- .2 Bonds is not treated as a preference item in calculating the alternative minimum tax Imposed on individuals and corporations under the Code; ysuch interest, however, Is Included in the ad'usted current earnings of certain corporationsfor purposes of calculating the alternative s minimum tax imposed on such corporations. In addition, in the opinion of Bond Counsel to the flown; under existing statutes, interest on the Bonds is exemptfrom personal income taxes imposed by the State of New York or any political subdivision thereof, including The City of New N York. See "Tax Matters"herein. c Code. The Town will NOT designate the Bonds as "qualified tax-exempt obligations"pursuant to the provision of Section 265(b)(3)of the @ c $19;220,000* L L V Z; .= TOWN OF SOUTHOLD 03 SUFFOLK COUNTY, NEW YORK .g (the"Town') nd V 9 PUBLIC IMPROVEMENT REFUNDING SERIAL BONDS -2016 [BOOK-ENTRY-ONLY BONDS] __ Dated: October 4,2016 Principal Due: February 15, 2017-2030, inclusive 3 y Interest Due: February 15, 2017, August 15,2017,and semi- annually thereafter on February 15 and August 15 in each year to maturity E d SEE BOND MATURITY SCHEDULE HEREIN V r�i FV w Security and Sources of Payment: The Bonds are general obligations of the Town of Southold, Suffolk County,New York(the "Town"), and will contain a pledge of the faith and credit of the Town for the payment of the principal thereof and o R interest thereon and, unless paid from other sources, the Bonds are payable from ad valorem taxes which may be levied upon all the taxable real property within the Town, subject to certain statutory limitations imposed by Chapter 97 of the Laws of 2011,as amended(the"Tax Levy Limit Law"). (See"Tax Levy Limit Law"herein). c d . y Prior Redemption: The Bonds maturing on February 15, 2026 and thereafter are subject to redemption, prior to s maturity, at the option of the Town, on February 15, 2025, and thereafter on any date, in accordance with terms described " = = herein. See"Optional Redemption"under"The Bonds,"herein. H L — s Form and Denomination: The Bonds will be issued as registered bonds and, when issued, will be registered in the R ° name of Cede & Co. as nominee of The Depository Trust Company ("DTC"), New York, New York, which will act as the securities depository for the Bonds. Individual purchases of the Bonds may be made only in book-entry form in denominations 3 of$5,000 or integral multiples thereof. Bondholders will not receive.certificates representing their respective interests in the z S = Bonds purchased. (See"Book-entry-only System"under"THE BONDS,"herein). o Payment: Payment of the principal of and interest on the Bonds will be made by the Town to DTC which will in turn 5 remit such payment to its Participants for subsequent distribution to the Beneficial Owners of the Bonds in Accordance with o v standing instructions and customary practices. Payment to the Beneficial Owners will be the responsibility of the DTC ° r s Participant or Indirect Participant and not of DTC or the Town, subject to any statutory and regulatory requirements as may be in effect from time to time. (See"Book-entry-only System"under"THE BONDS,"herein). := Sealed bids for the Bonds will be received at 11:00 A.M. (Prevailing Time) on September 13, 2016, in accordance s h .= with the Notice of Sale dated August 31,2016. V The Bonds are offered subject to the final approving opinion of Hawkins Delafield& Wood LLP, New York, New L York, Bond Counsel to the Town, and certain other conditions. It is expected that delivery of the Bonds in book-entry form o will be made through the facilities of DTC on or about October 4, 2016 in New York, New York. � � e w .y THIS PRELIMINARY OFFICIAL STATEMENT IS IN A FORM"DEEMED.FINAL"BY THE TOWN FOR THE o i PURPOSE OF SECURITIES AND EXCHANGE COMMISSION RULE 15c2-12 (THE "RULE") EXCEPT FOR V CERTAIN INFORMATION THAT WILL BE UPDATED FOLLOWING THE DATE THEREOF. FOR A DESCRIPTION E OF THE TOWN'S AGREEMENT TO PROVIDE CONTINUING DISCLOSURE FOR THE BONDS,AS DESCRIBED IN .w THE RULE,SEE"DISCLOSURE UNDERTAKING"HEREIN. ,2016 c i E 3 *Preliminary,subject to change. °' ca H v� TOWN OF SOUTHOLD SUFFOLK COUNTY, NEW YORK $19,220,000* PUBLIC IMPROVEMENT REFUNDING SERIAL BONDS -2016 BOND MATURITY SCHEDULE Yield or Year Amount* Rate Price CUSIP # February 15, 2017 $1,230,000 February 15, 2018 1,190,000 February 15,2019 1,205,000 February 15,.2020 1,215,000 February 15, 2021 1,280,000 February 15, 2022 1,315,000 February 15, 2023 1,345,000 February 15, 2024 1,405,000 February 15, 2025 1,455,000 February 15, 2026 1,430,000** February 15, 2027 1,485,000** February 15, 2028 1,530,000** February 15, 2029 1,555,000** February 15, 2030 1,580,000** *Preliminary,subject to change. **Subject to prior redemption. ***Amounts are subject to adjustment by the Town following the sale,pursuant to the terms of the Notice of Sale relating to the Bonds,to achieve substantial level or declining annual debt service as provided in Section 58.00 9(c)(2)of the Local Finance Law. TOWN OF SOUTHOLD SUFFOLK COUNTY-,NEW YORK Town Hall 53095 Route 25 PO Box 1179 Southold,NY 11971 Telephone: (631) 765-4333 Fax: (631) 765-1366 TOWN BOARD Scott A. Russell, Supervisor James Dinizio, Jr. Jill M. Doherty Louisa P. Evans Robert Ghosio Jr. William P. Ruland ------------------------ Elizabeth A.Neville, Town Clerk Vincent M. Orlando, Superintendent of Highways John A. Cushman II,Town Comptroller William Duffy, Esq., Town Attorney George R. Sullivan,Receiver of Taxes Bond Counsel Hawkins Delafield& Wood LLP New York,New York Prepared with the Assistance of MUNICIPAL ADVISOR MUNISTAT SERVICES, INC. Municipal Finance Advisory Service 12 Roosevelt Avenue Port Jefferson Station,N.Y. 11776 (631) 331-8888 E-mail:info@munistat.com Website:http://www.munistat.com No dealer, broker, salesman or other person has been authorized by the Town to give any information or to make any representations other than those contained in this Official Statement and if��ggiven.or made, such other information or representations must not be retied upon as having been authorized by the Town. This Offfcial Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information set forth herein has been obtained by the Town from sources which are believed to be reliable but it is not guaranteed as to accuracy or completeness. The information and expressions of opinion herein are subject to change without.notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Town since the date hereof. TABLE OF CONTENTS Page THEBONDS...............................................................................................................................................................................1 Descriptionof the Bonds...........................................................................................................................................................1 OptionalRedemption on the Bonds...........................................................................................................................................l Book-entry-only System............................................................................................................................................................2 CertificatedBonds....................................................................................................................................................................3 Authorizationand Purpose........................................................................................................................................................4 RefundingFinancial Plan..........................................................................................................................................................5 Sources and Uses of Bond Proceeds...........................................................................................................................................6 Natureof Obligation.................................................................................................................................................................6 MARKET MATTERS AFFECTING FINANCINGS OF THE MUNICIPALITIES OF THE STATE.................................6 REMEDIESUPON DEFAULT..................................................................................................................................................7 MUNICIPAL BANKRUPTCY...................................................................................................................................................8 FinancialControl Boards..........................................................................................................................................................9 NoPast Due Debt....................................................................................................................................................................10 THETOWN..............................................................................................................................................................................10 GeneralInformation................................................................................................................................................................10 Government............................................................................................................................................................................11 Employees..............................................................................................................................................................................11 ECONOMIC AND DEMOGRAPHIC INFORMATION........................................................................................................11 PopulationCharacteristics.......................................................................................................................................................l l IncomeData...........................................................................................................................................................................12 UnemploymentRate Statistics.................................................................................................................................................12 SelectedListing of Larger Employers......................................................................................................................................12 INDEBTEDNESSOF THE TOWN.........................................................................................................................................13 ConstitutionalRequirements...................................................................................................................................................13 StatutoryProcedure.................................................................................................................................................................13 Computation of Debt Limit and Calculation of Net Debt Contracting Margin.........................................................................15 Trendof Town Indebtedness...................................................................................................................................................16 Details of Short-Term Indebtedness Outstanding.....................................................................................................................16 Debt Service Requirements- Outstanding Bonds,...................................................................................................................16 Calculation of Estimated Overlapping and Underlying Indebtedness.......................................................................................17 Debt Ratios...................... ..................................................17 ..................................................................................................... AuthorizedBut Unissued Items...............................................................................................................................................18 CapitalProgram......................................................................................................................................................................18 CommunityPreservation Fund................................................................................................................................................18 Landfill Closure and Postclosure Care Costs...........................................................................................................................20 FINANCESOF THE TOWN...................................................................................................................................................20 Financial Statements and Accounting Procedures....................................................................................................................20 FundStructure and Accounts..............................................................................................................................................20 Basisof Accounting.............................................................................................................................................................20 InvestmentPolicy....................................................................................................................................................................21 i TABLE OF CONTENTS - CONTINUED Page BudgetaryProcedures..............................................................................................................................................................21 FinancialOperations...............................................................................................................................................................22 Revenues.................................................................................................................................................................................22 RealProperty Taxes............................................................................................................................................................22 StateAid....................................................................:........:...................................................................................................22 The State Comptroller's Fiscal Stress Monitoring System.....................................................................................:.................23 PensionSystems......................................................................................................................................................................23 Contributions to the Retirement Systems.......................................................:..........................................................................25 OtherPost-Employment Benefits............................................................................................................................................25 REAL PROPERTY TAX INFORMATION............................................................................................................................26 RealProperty Taxes................................................................................................................................................................26 TaxLevy and Collection Record.............................................................................................................................................27 TaxCollection Procedure.............................:..........................................................................................................................27 Tax Rates Per$1,000 of Assessed Valuation...........................................................................................................................28 TaxLevy Limit Law...............................................................................................................................................................28 RealProperty Tax Rebate........................................................................................................................................................29 LargeTaxable Properties........................................................................................................................................................30 TaxCertiorari Claims.............................................................................................................................................................30 LITIGATION...........................................................................................................................................................................30 TAXMATTERS.......................................................................................................................................................................31 Opinionof Bond Counsel........................................................................................................................................................31 Certain Ongoing Federal Tax Requirements and Certifications...............................................................................................31 Certain Collateral Federal Tax Consequences.........................................................................................................................32 OriginalIssue Discount...........................................................................................................................................................32 BondPremium........................................................................................................................................................................32 Information Reporting and Backup Withholding.....................................................................................................................33 Miscellaneous.........................................................................................................................................................................33 DOCUMENTS ACCOMPANYING DELIVERY OF THE BONDS......................................................................................33 Absenceof Litigation..............................................................................................................................................................33 LegalMatters..........................................................................................................................................................................33 ClosingCertificates.................................................................................................................................................................34 DISCLOSURE UNDERTAKING............................................................................................................................................34 BONDRATING........................................................................................................................................................................34 VERIFICATION OF MATHEMATICAL COMPUTATIONS..............................................................................................34 'MUNCIPAL ADVISOR............................................................................................................................................................35 ADDITIONALINFORMATION.............................................................................................................................................35 APPENDIX A: FINANCIAL INFORMATION APPENDIX B: UNAUDITED FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31,2015 APPENDIX C: FORM OF BOND COUNEL OPINION APPENDIX D: FORM OF CONTINUING DISCLOSURE UNDERTAKING- ii OFFICIAL STATEMENT $19,220,000* TOWN OF SOUTHOLD SUFFOLK COUNTY, NEW YORK PUBLIC IMPROVEMENT REFUNDING SERIAL BONDS —2016 [BOOK-ENTRY-ONLY BONDS] This Official Statement and the appendices hereto present certain information relating to the Town of Southold, in the County of Suffolk, in the State of New York(the "Town," "County" and "State," respectively) in connection with the sale of$19,220,000* Public Improvement Refunding Serial Bonds—2016 (the"Bonds")of the Town. All quotations from and summaries and explanations of provisions of the Constitution and Laws of the State and acts and proceedings of the Town contained herein do not purport to be complete and are qualified in their entirety by reference to the official compilations thereof and all references to the Bonds and the proceedings of the Town relating thereto are qualified in their entirety by reference to the definitive form of the Bonds and such proceedings. THE BONDS Description of the Bonds The Bonds will be dated October 4, 2016 and.will mature on February 15, in each of the years 2017 to 2030, inclusive, in the principal amounts as set forth on the inside cover page hereof. The Bonds will be issued in fully registered form and when issued will be registered in the name of Cede& Co. as nominee of The Depository Trust Company, New York, New York ("DTC"). DTC will act as securities depository for the Bonds. Individual purchases of the Bonds may be made in book-entry form only, in denominations of $5,000 or integral multiples thereof. Purchasers will not receive certificates representing their respective interests in the Bonds. (See"Book-Entry-Only System"under"THE BONDS," herein). Interest on the Bonds will be payable on February 15, 2017,August 15, 2017, and semiannually thereafter on February 15 and August 15 in each year to maturity. Principal and interest will be paid by the Town to DTC, which will in turn remit such principal and interest to its Participants, for subsequent distribution to the Beneficial Owners of the Bonds, as described herein. The Bonds may be transferred in the manner described on the Bonds and as referenced in certain proceedings of the Town referred to therein. (See "Book-entry-only System"under"THE BONDS",herein. The Record Date of the Bonds will be the last business day of the month preceding each interest payment date. The Town will act as Paying Agent for the Bonds. Paying agent fees, if any,will be paid by the purchaser. The Town's contact information is as follows: John A. Cushman II, Town Comptroller, Town of Southold, 53095 Route 25, PO Box 1179, Southold, New York 11971, Phone (631) 765-1800, Fax (631) 765-1366 and email: john.cushman@town.southold.ny.us. Optional Redemption on the Bonds The Bonds maturing on or before February 15, 2025 will not be subject to redemption prior to maturity. The Bonds maturing on February 15, 2026 and thereafter, will be subject to redemption, prior to maturity, at the option of the Town, 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 February 15, 2025, at par plus accrued interest to the date of redemption. Notice of such call for redemption shall be given by mailing such notice to the registered owner at least thirty(30) days prior to the date set for such redemption. Notice of redemption having been given as aforesaid, the bonds so called for redemption shall, on the date for redemption set forth in such call for redemption, become due and payable together with interest to such redemption date. Interest shall cease to be paid thereon after such redemption date. *Preliminary,subject to change. 1 Book-entry-only System DTC, will act as securities depository for the Bonds. The Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Bond certificate will be issued for each maturity of the Bonds and deposited with DTC for all of the Bonds bearing the same rate of interest. DTC is a limited-purpose trust company organized under•the New-York Banking-: Law; a `-`banking organization" within the meaning of the New York.Banking Law, a member of..the_.F,ederal Reserve System, a "clearing corporation"-within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934.. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilities the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of the Depository Trust .& Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing, Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers,banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, eitherdirectly or indirectly ("Indirect Participants"). The DTC Rules applicable to its participants are on file with the Securities and Exchange Commission (the "Commission"). More information about DTC can be found a www.dtcc.com. Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC's records. The ownership interest of each actual purchaser of each Bond (`Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase, Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct or Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interest in the Bonds, except in the event that use of the book-entry system for the Bonds is discontinued. To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of the Bonds with DTC and their registration in the name of Cede & Co., or such other DTC nominee do not affect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping accounts of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants by Direct Participants to Indirect Participants, and by.Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. So long as the Bonds remain in the Book-Entry-Only System, as described below, the Town will give such notice only to Cede& Co., or other successor nominee of DTC, as sole registered holder. Beneficial Owners of the Bonds may wish to take certain steps to augment the transmission to them or notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Bond documents. For example, Beneficial Owners of the Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to the Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Bonds unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Town as soon as possible after the record date. The omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Bonds are credited on the record date(identified in a listing attached to the Omnibus Proxy). 2 Principal and interest payments on the Bonds will be made to Cede&Co. or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the Town on the payable date, in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions-and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in"street name," and will be the responsibility of such participant and not of DTC (nor its nominee) or the Town, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede& Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Town, disbursement of such payments to Direct Participants will be the responsibility of DTC), and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as depository with respect to the Bonds at any time by givingg reasonable notice to the Town. Under such circumstances, in the event that a successor depository is not obtained, bond certificates are required to be printed and delivered. The Town may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event,Bond certificates will be printed and delivered to Bondowners. Source: The Depository Trust Company,New York,New York. The information contained in the above section concerning DTC and DTC's book-entry system has been obtained from sample offering document language supplied by DTC, but the Town takes no responsibility for the accuracy thereof. THE TOWN WILL NOT HAVE ANY RESPONSIBILITY OR OBLIGATIONS TO PARTICIPANTS, TO INDIRECT PARTICIPANTS OR ANY BENEFICIAL OWNER WITH RESPECT TO (1) THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC, ANY PARTICIPANTS, OR ANY INDIRECT PARTICIPANT; (II) THE PAYMENT BY DTC OR ANY PARTICIPANT OR INDIRECT PARTICIPANT OR ANY AMOUNT WITH RESPECT TO THE PRINCIPAL OF OR INTEREST ON THE BONDS; (III)ANY NOTICE WHICH IS PERMITTED OR REQUIRED TO BE GIVEN TO HOLDERS; OR (IV) THE SELECTION OF THE BENEFICIAL OWNERS TO RECEIVE PAYMENT IN THE EVENT OF ANY PARTIAL REDEMPTION OF THE BONDS; OR (V)ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC AS HOLDER. THE TOWN CANNOT AND DOES NOT GIVE ANY ASSURANCES THAT DTC WILL DISTRIBUTE TO DIRECT PARTICIPANTS OR THAT DIRECT PARTICIPANTS OR INDIRECT PARTICIPANTS WILL DISTRIBUTE TO THE BENEFICIAL OWNERS OF THE BONDS (I) PAYMENTS OF THE PRINCIPAL OF OR INTEREST ON THE BONDS; (II) CONFIRMATION OF THEIR OWNERSHIP INTEREST IN THE BONDS; OR (III) REDEMPTION OR OTHER NOTICES SENT TO DTC OR CEDE & CO. AS NOMINEE, AS REGISTERED OWNER OF.THE BONDS, OR THAT THEY WILL DO SO ON A TIMELY BASIS, OR THAT DTC, DIRECT PARTICIPANTS OR INDIRECT PARTICIPANTS WILL SO SERVE AND ACT IN THE MANNER DESCRIBED IN THE OFFICIAL STATEMENT. Certificated Bonds DTC may discontinue providing its services with respect to the Bonds at any time by giving notice to the Town and discharging its responsibilities with respect thereto under applicable law, or the Town may terminate its participation in the system of book-entry-only transfers through DTC at any time. In the event that such book- entry-only system is discontinued, and a successor securities depository is not obtained, the following provisions will apply: The Bonds will be issued in registered form in denominations of$5,000 or integral multiples thereof. Principal of and interest on the Bonds when due will be payable at the principal corporate trust office of a bank or trust company to be named by the Town as the fiscal agent. Certificated Bonds may be transferred or exchanged at no cost to the owner of such Bonds at any time prior to maturity at the corporate trust office of the fiscal agent for Bonds of the same or any other authorized denomination or denominations in the same aggregate principal amount upon the terms set forth in the certificate of the Supervisor authorizing the sale of the Bonds and fixing the details thereof and in accordance with the Local Finance Law. 3 Authorization and Purpose The Bonds are being issued pursuant to the Constitution and statutes of the State of New York, including among others, the Local Finance Law, and a refunding bond resolution duly adopted by the Town Board on July 21, 2016 (the "Refunding Bond Resolution"), authorizing the.refunding of all or a portion of the outstanding $8,050,000 Public Improvement (Serial) Bonds, 2008 (the "2008 Bonds"), the outstanding $5,283,000 Public Improvement (Serial) Bonds, 2009 (the "2009 Bonds") and the outstanding $13,175,000 Public Improvement Serial Bonds -2011 (the "2011 Bonds"), The amounts to be refunded (collectively, the"Refunded Bonds") are set forth below: $8,850,000 PUBLIC IMPROVEMENT SERIAL BONDS,2008 DATED MAY 15,2008 MATURITY AMOUNT INTEREST DATE OF CALL CUSIP DATE OUTSTANDING RATE REDEMPTION PRICE NUMBERS MAY 15,2017 $375,000 4.000% - - 844572KLO MAY 15,2018 400,000 4.000 - - 844572KM8 MAY 15,2019 400,000 4.000 05/15/2018 100.00% 844572KN6 MAY 15,2020 400,000 4.000 05/15/2018 100.00 844572KPI MAY 15,2021 425,000 4.000 05/15/2018 100.00 844572KQ9 MAY 15,2022 425,000 4.000 05/15/2018 100.00 844572KR7 MAY 15,2023 425,000 4.000 05/15/2018 100.00 844572KS5 MAY 15,2024 450,000 4.000 05/15/2018 100.00 844572KT3 MAY 15,2025 450,000 4.125 05/15/2018 100.00 844572KUO MAY 15,2026 450,000 4.250 05/15/2018 100.00 844572KV8 MAY 15,2027 450,000 4.250 05/15/2018 100.00 844572KW6 MAY 15,2028 475,000 4.250 05/15/2018 100.00 844572KX4 MAY 15,2029 475,000 4.250 05/15/2018 100.00 844572KY2 MAY 15,2030 475,000 4.250 05/15/2018 100.00 844572KZ9 $5,283,000 PUBLIC IMPROVEMENT SERIAL BONDS,2009 DATED MARCH 15,2009 MATURITY AMOUNT INTEREST DATE OF CALL CUSIP DATE OUTSTANDING RATE REDEMPTION PRICE NUMBERS MARCH 15,2017 $215,000 4.000% - - 844572LKI MARCH 15,2018 225,000 4.000 - - 844572LL9 MARCH 15,2019 230,000 4.000 - - 844572LM7 MARCH 15,2020 240,000 4.000 03/15/2019 100.00% 844572LN5 MARCH 15,2021 250,000 4.000 03/15/2019 100.00 844572LPO MARCH 15,2022 260,000 4.000 03/15/2019 100.00 8445721-Q8 MARCH 15,2023 270,000 4.000 03/15/2019 100.00 844572LR6 MARCH 15,2024 290,000 4.000 03/15/2019 100.00 844572LS4 MARCH f5,2025 300,000 4.125 . 03/15/2019 100.00 844572LT2 MARCH 15,2026 310,000 4.250 03/15/2019 100.00 844572LU9 MARCH 15,2027 325,000 4.250 03/15/2019 100.00 844572LV7 MARCH 15,2028 330,000 4.375 03/15/2019 100.00 844572LW5 MARCH 15,2029 345,000 4.375 03/15/2019 100.00 844572LX3 MARCH 15,2030 355,000 4.375 03/15/2019 100.00 844572LYI 4 $13,175,000 PUBLIC IMPROVEMENT SERIAL BONDS,2011 DATED JUNE 29,2011 MATURITY AMOUNT INTEREST DATE OF CALL CUSIP DATE OUTSTANDING RATE REDEMPTION PRICE NUMBERS AUGUST 15,2017 $640,000 3.000% - - 844572MU8 AUGUST 15,2018 650,000 3.000 - - 844572MV6 AUGUST 15,2019 665,000 3.000 - - 844572MW4 AUGUST 15,2020 675,000 3.000 08/15/2019 100.00% 844572MX2 AUGUST 15,2021 700,000 3.000 08/15/2019 100.00 844572MYO AUGUST 15,2022 720,000 3.125 08/15/2019 100.00 844572MZ7 AUGUST 15,2023 740,000 3.250 08/15/2019 100.00 844572MAI AUGUST 15,2024 750,000 3.500 08/15/2019 100.00 844572MB9 AUGUST 15,2025 780,000 3.625 08/15/2019 100.00 844572MC7 AUGUST 15,2026 755,000 . 3.750 08/15/2019 100.00 844572MD5 AUGUST 15,2027 760,000 4.000 08/15/2019 100.00 844572ME3 AUGUST 15,2028 785,000 4.000 08/15/2019 100.00 844572MFO AUGUST 15,2029 810,000 4.000 08/15/2019 100.00 844572MG8 AUGUST 15,2030 840,000 4.000 08/15/2019 100.00 844572MH6 The Refunding Bond Resolution authorizes the issuance of the Bonds to provide the funds necessary to effect the refunding of the Refunded Bonds. All proceeds of the Refunded Bonds have been previously expended. For further information regarding bond authorizations of the Town for capital purposes and other matters relating thereto see"Indebtedness of the Town." Refunding Financial Plan The Refunding Financial Plan will permit the Town to realize, as a result of the issuance of the Bonds, cumulative dollar and present-value debt service savings. The amount of the Refunded Bonds, set forth above, may be changed by the Town in its sole discretion due to market or other factors considered relevant by the Town at the time of pricing of the Bonds and no assurance can be given that any particular maturity thereof will be refunded. The net proceeds of the Bonds (after payment of the underwriting fee and other costs of issuance relating to the Bonds), will be used to purchase non—callable, direct obligations of or obligations guaranteed by the United States of America (the "Government Obligations") which, together with an equity contribution from the Town and remaining cash proceeds from the sale of the Bonds, will be placed in an irrevocable trust fund (the "Escrow Fund") to be held by The Bank of New York Mellon (the "Escrow Holder"), a bank located and authorized to do business in the State, pursuant to the terms of an escrow contract by and between the Town and the Escrow Holder, dated as of the delivery date of the Bonds the"Escrow Contract"). The Government Obligations so deposited will mature in amounts which, together with the cash so deposited, will be sufficient to pay the principal of, interest on the Refunded Bonds on the dates of their redemption. The Refunding Plan requires the Escrow Holder,pursuant to the refunding bond resolution of the Town and Escrow Contract, to pay the Refunded Bonds at maturity or at the earliest date on which the Refunded Bonds may be called for redemption prior to maturity. The holders of the Refunded Bonds will have a first lien on all investment income from, and maturing principal of the Government Obligations, along with other available monies held in the Escrow Fund. The Escrow Contract shall terminate upon final payments by the Escrow Holder to the paying agents/fiscal agent for the Refunded Bonds amounts from the Escrow Fund adequate for the payment, in full, of the Refunded Bonds, including interest payable, if any, with respect thereto. Under the Refunding Plan, the Refunded Bonds will continue to be general obligations of the Town (although the Refunded Bonds may be excluded in computing the Town's debt limit). However, inasmuch as the Government Obligations held in the Escrow Fund will be sufficient to meet all required payments of principal, and interest requirements when required in accordance with the Refunding Plan, it is not anticipated that any other source of payment will be required. 5 Sources and Uses of Bond Proceeds Sources: ParAmount of Bonds............................................................................................... Original Issue Premium(Discount)........................................................................... Total..... .................................... ............. .............................. Uses: EscrowDeposit........................................................................................................ Underwriters' Discount............................................................................................ Allowance for Costs of Issuance and Contingency.................................................... Total...................................................................:................................................ Nature of Obligation Each Bond when duly issued and paid for will constitute a contract between the Town and the holder thereof. The Bonds will be general obligations of the Town and will contain a pledge of the faith and credit of the Town for the payment of the principal thereof and the interest thereon. For the payment of such principal and interest the Town has the power and statutory authorization to levy ad valorem taxes on all taxable real prop in the Town, subject to certain statutory limitations imposed by Chapter 97 of the Laws of 2011, as amended. (See "Tax Levy Limit Law",herein). Under the Constitution of the State, the Town is required to pledge its faith and credit for the payment of the principal of and interest on the Bonds, and the State is specifically precluded from restricting the power of the Town to levy taxes on real estate therefor. However, Chapter 97 of the Laws of 2011, as amended (the"Tax Levy Limit Law"), imposes a limitation upon the Town's power to increase its annual tax levy. As a result, the power of the Town to levy real estate taxes on all the taxable real property within the Town is subject to statutory limitations set forth in Tax Levy Limit Law, unless the Town complies with certain procedural requirements to permit the Town to levy certain year-to-year increases in real property taxes. (See "The Tax Levy Limit Law, "herein). MARKET MATTERS AFFECTING FINANCINGS OF THE MUNICIPALITIES OF THE STATE The Town's credit rating could be affected by circumstances beyond the Town's control. Economic conditions such,as the rate of unemployment and inflation, termination of commercial operations by corporate taxpayers and employers, as well as natural catastrophes, could adversely affect the assessed valuation of Town property and its ability to maintain fund balances and other statistical indices.commensurate with its current credit rating. As a consequence, a decline in the Town's credit rating could adversely affect the market value of the Bonds. If and when an owner of any of the Bonds should elect to sell a Bond prior to its maturity, there can be no assurance that a market will have been established, maintained and continue in existence for the purchase and sale of any of those Bonds. The market value of the Bonds is dependent upon the ability of holder to potentially incur a capital loss if such Bond is sold prior to its maturity. There can be no assurance that adverse events including, for example, the seeking by another municipality in the State or elsewhere of remedies pursuant to the Federal Bankruptcy Act or otherwise, will not occur which might affect the market price of and the market for the Bonds. In particular, if a significant default or other financial crisis should occur in the affairs of the State or any of its municipalities, public authorities or other political subdivisions thereby possibly further impairing the acceptability of obligations issued by those entities, both.the ability of the Town to arrange for additional borrowing(s) as well as the market for and market value of outstanding debt obligations, including the Bonds, could be adversely affected. The Town is dependent in part upon financial assistance from the State in the form of State aid as well as grants and loans to be received ("State Aid"). The Town's receipt of State aid may be delayed as a result of the State's failure to adopt its budget timely and/or to appropriate State Aid to municipalities and school districts. Should the Town fail to receive all or a portion of the amounts of State Aid expected to be received from the State in the amounts and at the times anticipated, occasioned by a delay in the payment of such moneys or by a reduction in State Aid or its elimination, the Town is authorized pursuant to the Local Finance Law ("LFL") to provide 6 operating funds by borrowing in anticipation of the receipt of such uncollected State Aid, however, there can be no assurance that, in such event, the Town will have market access for any such borrowing on a cost effective basis. The elimination of or any substantial reduction in State Aid would likely have a materially adverse effect upon the Town requiring either a counterbalancing increase in revenues from other sources to the extent available or a curtailment of expenditures. (See also"State Aid"herein.) Future amendments to applicable statutes whether enacted by the State or the United States of America affecting the treatment of interest paid on municipal obligations, including the Bonds, for income taxation purposes could have an adverse effect on the market value of the Bonds (see"Tax Matters"herein). The enactment of the Tax Levy Limit Law,which imposes a tax levy limitation upon municipalities, school districts and fire districts in the State, including the Town, without providing exclusion for debt service on obligations issued by municipalities and fire districts, including the Town, may affect the market price and/or marketability for the Bonds. (See"The Tax Levy Limit Law"herein.) Federal or State legislation imposing new or increased mandatory expenditures by municipalities, school districts and fire districts in the State, including the Town could impair the financial condition of such entities, including the Town and the ability of such entities,including the Town to pay debt service on the Bonds. REMEDIES UPON DEFAULT Neither the Bonds, nor the proceedings with respect thereto, specifically provide any remedies which would be available to owners of the Bonds should the Town default in the payment of principal of or interest on the Bonds, nor do they contain any provisions for the appointment of a trustee to enforce the interests of the owners of the Bonds upon the occurrence of any such default. Each Bond is a general obligation contract between the Town and the owners for which the faith and credit of the Town are pledged and while remedies for enforcement of payment are not expressly included in the Town's contract with such owners, any permanent repeal by statute or constitutional amendment of a bond or note holder's remedial right to judicial enforcement of the contract should, in the opinion of Bond Counsel,be held unconstitutional. Upon default in the payment of principal of or interest on the Bonds, at the suit of the owner, a Court has the power, in proper and appropriate proceedings, to render judgment against the Town. The present statute limits interest on the amount adjudged due to contract creditors to nine j)er centum per annum from the date due to the date of payment. As a general rule, property and funds of a mumcipal corporation serving the public welfare and interest have not been judicially subjected to execution or attachment to satisfy a judgment. A Court also has the power, in proper and appropriate proceedings, to order payment of a judgment on such Bonds from funds lawfully available therefor or, in the absence thereof, to order the Town to take all lawful action to obtain the same, including the raising of the required amount in the next annual tax levy. In exercising its discretion as to whether to issue such an order, the Court may take into account all relevant factors, including the current operating needs of the Town and the availability and adequacy of other remedies. Upon any default in the payment of the principal of or interest on a Bond, the owner of such Bond could, among other remedies, seek to obtain a writ of mandamus from a Court ordering the governing body of the Town to assess, levy and collect an ad valorem tax, upon all taxable property of the Town subject to taxation by the Town, sufficient to pay the principal of and interest on the Bonds as the same shall come due and payable(and interest from the due date to'date of payment) and otherwise to observe the covenants contained in the Bonds and the proceedings with respect thereto all of which are included in the contract with the owners of the Bonds. The mandamus remedy, however,may be impracticable and difficult to enforce. Further, the right to enforce payment of the principal of or interest on the Bonds may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws and equitable principles, which may limit the specific enforcement of certain remedies. In 1976, the New York Court of Appeals, the State's highest court, held in Flushing National Bank v. Municifal Assistance Corporation for the City of New York, 40 N.Y.2d 731 (1976), that the New York State legislation purporting to postpone the payment of debt service on New York City obligations was an unconstitutional moratorium in violation of the New York State constitutional faith and credit mandate included in all municipal debt obligations. While that case can be viewed as a precedent for protecting the remedies of holders of bonds or notes of the Town, there can be no assurance as to what a Court may determine with respect to future events, including financial crises as they may occur in the State and in municipalities of the State, that require the exercise by the State of its emergency and police powers to assure the continuation of essential public services. (See also, Flushing National Bank v. Municipal Assistance Corporation for the City of New York, 41 N.Y.2d 644 (1977), where the Court of Appeals described the pledge as a direct Constitutional mandate.) 7 As a result of the Court of Appeals decision,the constitutionality of that portion of Title 6-A of Article 2 of the Local Finance Law enacted at the 1975 Extraordinary Session of the State legislature authorizing any county, city, town or village with respect to which the_State has declared a financial emergency to petition the State Supreme Court to stay the enforcement against such municipality of any claim for payment relating to any contract, debt or obligation of the municipality during the emergency period, is subject to doubt. In any event, no such emergency has been declared with respect to the Town. Pursuant to Article VIII, Section 2 of the State Constitution, the Town is required to provide an annual appropriation of monies for the payment of due and payable principal of and interest on indebtedness. Specifically this constitutional provision states: "If at any time the respective appropriating authorities shall fail to make such appropriations, a sufficient sum shall be set apart from the first revenues thereafter received and shall be applied to such purposes. The fiscal officer of any county, city, town, village or school district may be required to set aside and apply such revenues as aforesaid at the suit of any holder of obligations issued for any such indebtedness." This constitutes a specific non-exclusive constitutional remedy against a defaulting municipality or school district; however, it does not apply in a context in which monies have been appropriated for debt service but the appropriating authorities decline to use such monies to pay debt service. However, Article VIII, Section 2 of the Constitution of the State also provides that the fiscal officer of any county, city, town, village or school district may be required to set apart and a ply such revenues at the suit of any holder of any obligations of indebtedness issued with the pled(e of the faith of the credit of such political subdivision. In Quirk v. Municipal Assistance Corp., 41 N.Y.2d 644 (1977), the Court of Appeals described this as a "first lien' on revenues, but one that does not give holders a right to any particular revenues. It should thus be noted that the pledge of the faith and credit of a political subdivision in the State is a pledge of an issuer of a general obligation bond or note to use its general revenue powers, including, but not limited to, its property tax levy, to pay debt service on such obligations,but that such pledge may or may not be interpreted by a court of competent ,jurisdiction to include a constitutional or statutory lien upon any particular revenues. The Constitutional provision providing for first revenue set asides does not apply to tax anticipation notes,revenue anticipation notes or bond anticipation notes. While the courts in the State have historically been protective of the rights of holders of general obligation debt of political subdivisions, it is not possible to predict what a future court might hold. In prior years, certain events and legislation affecting a holder's remedies upon default have resulted in litigation. While courts of final jurisdiction have generally upheld and sustained the rights of holders of bonds or notes, such courts might hold that future events, including a financial crisis as such may occur in the State or in political subdivisions of the State, may require the exercise by the State or its political subdivisions of emergency and police powers to assure the continuation of essential public services prior to the payment of debt service. N WNICIPAL BANKRUPTCY The undertakings of the Town should be considered with reference, specifically, to Chapter IX of the Bankruptcy Act, 11 U.S.C. §401, et seq., as amended ("Chapter IX") and, in general, to other bankruptcy laws affecting creditors' rights and municipalities. Chapter IX permits any political subdivision, public agency or instrumentality that is insolvent or unable to meet its debts (1) to file a petition in a Court of Bankruptcy for the purpose of effecting a plan to adjust its debts provided such entity is authorized to do so by applicable state law; (ii) directs such a petitioner to file with the court a list of a petitioner's creditors; (iii) provides that a petition filed under such chapter shall operate as a stay of the commencement or continuation of anyJudicial or other proceeding against the petitioner; (iv) grants j)riorit to debt owed for services or material actually provided within three (3) months of the filing of the petition; (v) directs a petitioner to file a plan for the adjustment of its debts; and (vi)provides that the plan must be accepted in writing by or on behalf of creditors holding at least two-thirds (2/3) in amount or more than one-half(1/2) in number of the listed creditors. Bankruptcy proceedings by the Town could have adverse effects on holders of bonds or notes including (a) delay in the enforcement of their remedies, (b) subordination of their claims to those supplying goods and services to the Town after the initiation of bankruptcy proceedings and to the administrative expenses of bankruptcy proceedings and (c) imposition without their consent of a reorganization plan reducing or delaying payment of the Bonds. The Bankruptcy Code contains provisions intended to ensure that, in any reorganization plan not accepted by at least a majority of a class of creditors such as the holders of general obligation bonds, such creditors will have the benefit of their original claim or the "indubitable equivalent". The effect of these and other provisions of the Bankruptcy Code cannot be predicted and may be significantly affected by.judicial interpretation. Accordingly, enforceability of the rights and remedies of the owners of the Bonds, and the obligations 8 incurred by the Town, may become subject to Chapter IX and applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or affecting the enforcement of creditor's rights generally, now or hereafter in effect, equity principles which may limit the specific enforcement under State law of certain remedies, the exercise by the United States of America of the powers deleggated to it by the Constitution, the reasonable and necessary exercise, in certain exceptional situations, of the police powers inherent in the sovereignty of the State and its governmental bodies in the interest of serving a significant and legitimate public purpose and the limitations on remedies against public agencies in the State. Bankruptcy proceedings, or the exercise of powers by the federal or State government, if initiated, could subject the owners of the Bonds to judicial discretion, interpretation and of their rights in bankruptcy or otherwise, and consequently may entail risks of delay, limitation, or modification of their rights. The State has consented (see Title 6-A of the Local Finance Law) that any municipality in the State may filea petition with any United States district court or court of bankruptcy under any provision of the laws of the United States, now or hereafter in effect for the composition or adjustment of municipal indebtedness. However,it is noted that there is no record of any recent filings by a New York municipality. Since the New York City fiscal crisis in 1975, the State has legislated a finance control or review board and assistance corporations to monitor and restructure finance matters in addition to New York City, for the Cities of Yonkers, Troy and Buffalo and for the Counties of Nassau and Erie. Similar active intervention pursuant to State legislation to relieve fiscal stress for the Town in the future cannot be assured. No current state law purports to create any priority for holders of the Bonds should the Town be under the jurisdiction of any court, pursuant to the laws of the United States, now or hereafter in effect, for the composition or adjustment of municipal indebtedness. The above references to the Bankruptcy Act are not to be construed as an indication that the Town is currently considering or expects to resort to the provisions of the Bankruptcy Act. Financial Control Boards Pursuant to Article IX Section 2(b)(2) of the State Constitution, any municipality in the State may request the intervention of the State in its "property, affairs and government" by a two-thirds vote of the total membership of its legislative-body or on request of its chief executive officer concurred in by a majority of such membership. This has resulted in the adoption of special acts for the establishment of public benefit corporations with varying degrees of authority to control the finances (including debt issuance) of the Cities of Buffalo,Troy and Yonkers and the County of Nassau. The specific authority, powers and composition of the financial control boards established by these acts varies based upon circumstances and needs. Generally, the State legislature has granted such boards thepower to approve or disapprove budget and financial plans and to issue debt on behalf of the municipality, as well as to impose wage and/or hiring freezes and in certain cases approve or disapprove collective bargaining agreements. Implementation is generally left to the discretion of the board of the public benefit corporation. Such a State financial control board was first established for New York City in 1975. In addition, upon the issuance of a certificate of necessity by the Governor reciting facts which in the judgment of the Governor constitute an emergency requiring enactment of such laws, with the concurrences of two-thirds of the members elected in each house of the State legislature, the State is authorized to intervene in the"property, affairs and governments"of local government units. This occurred in the case of the County of Erie in 2005. The authority of the State to intervene in the financial affairs of a local government is further supported by Article VIII, Section 12 of the Constitution which declares it to be the duty of the State legislature to restrict, subject to other provisions of the Constitution,the power of taxation, assessment, borrowing money and contracting indebtedness and loaning the credit of counties, cities, Towns and villages so as to prevent abuses in taxation and assessment and in contracting indebtedness by them. In 2013, the State established a new state advisory board to assist counties, cities, Towns and villages in financial distress. The Financial Restructuring Board for Local Governments (the"FRB"),is authorized to conduct a comprehensive review of the finances and operations of any such municipality deemed by the FRB to be fiscally eligible for its services upon request by resolution of the municipal leg�'slative body and concurrence of its chief executive. The FRB is authorized to make recommendations for, but cannot compel improvement of fiscal stability, management and delivery of municipal services, including shared services opportunities, and is authorized to offer grants and/or loans of up to $5,000,000 through a Local Government Performance and Efficiency Program to undertake certain recommendations. If a municipality agrees to undertake the FRB recommendations, it will be automatically bound to fulfill the terms in order to receive the I The FRB is also authorized to serve as an alternative arbitration panel for binding arbitration. 9 Although from time to time there have been proposals for the creation of a statewide financial control board with broad authority over local governments in the State, the FRB does not have emergency financial control board powers to intervene in the finances and operations of entities such as the public benefit corporations established by special acts as described above. Several municipalities in the State are presently working with the FRB. The Town has not applied to the FRB and does not reasonably anticipate submission of a request to the FRB for a comprehensive review of its finances and operations. School districts and fire districts are not eligible for FRB assistance. No Past Due Debt No principal or interest payment on Town indebtedness is past due. The Town has never defaulted in the payment of the principal of and/or interest on any indebtedness. THE TOWN There follows in this Statement a brief description of the Town, together with certain information concerning its economy and governmental organization, its indebtedness, current major revenue sources and expenditures and general and specific funds. General Information The Town, with a land area of 54.5 square miles, is located in eastern Suffolk County on the north fork of Long Island. Settlement took place in 1640. The Village of Greenport is located wholly within the Town. The Town also includes the area of Fishers Island which is located approximately twelve miles east of the mainland. Fishers Island is accessible only by water or air. There is ferry service operating between Orient Point and Fishers Island, as well as between Orient Point and New London,Connecticut The Town is primarily a rural resort area with substantial shopping facilities available at Greenport, at various shopping centers within the Town, and at Riverhead just to the west. Commercial and professional services are available principally in the hamlets of Cutchogue, Mattituck, Southold and the Village of Greenport. Agriculture has been a major industry in the Town since its origins. In recent years, farm crops have gradually evolved from basic production to nursery crops including shrubs, sod, potted plants and other ornamentals. A substantial portion of these products are shipped by ferry across Long Island Sound for distribution throughout New England. A number of vineyards have been established and wine-making is an important industry. Southold has both a hospital (Eastern Long Island Hospital)and a life care facility (Peconic Landing). The life care facility recently completed a $44 million expansion to its 144 acre site located on the Long Island Sound. Both are significant employers in the Town. Southold is also a major tourist destination. Traditionally, the Town has been a summer resort area utilizing the bays, inlets, Long Island and Block Island Sounds. However, new venues and attractions have substantially increased the tourism season early in the spring well into the fall. The main highways in the Town are New York State Route 25 and the North Road. Rail transportation is provided by the Long Island Rail Road with stations at Mattituck, Southold and Greenport. Bus service is provided y the County of Suffolk. Electric service is provided by PSEG Long Island; gas service is provided by National Grid. Fire protection.is the responsibility of volunteer fire and fire protection districts. The Town provides its own police protection. In the Village of Greenport, electric service and fire protection are provided by the Village. 10 Government Subject to the provisions of the State Constitution, the Town operates pursuant to the Town Law, the General Municipal Law, the Local Finance Law, other laws generally applicable to the Town, and any special laws specifically,applicable to the Town. Under such laws, there is no authority for the Town to have a charter, but pursuant to the Town Law and other laws generally applicable to home rule,the Town may from time to time adopt local laws which do not conflict with existing laws as enacted by the State. The legislative power of the Town is vested in the Town Board,which consists of five members, elected for a term of four years, and the Supervisor, who is the chief executive officer of the Town, elected for a term of four years. Such terms are staggered such that two or three councilpersons are elected every two years. All the Town Board members are elected at large and there is no limitation to the number of terms each may serve. Six independently governed school districts are located wholly or partially within the Town, which rely on their own taxing powers granted by the State to raise revenues. The school districts use the Town's assessment roll as their basis for taxation of property located within the Town. Employees The Town provides services through approximately 205 union and 70 non-union employees The following table presents the number of employees represented by organized labor, the names of the unions and the contract expiration dates. Approximate Date Name of Union Membership Contract Expires Civil Service Employees Association............... 164 12-31-16 Police Benevolent Association......................... 52 12-31-14a a. Contract in negotiation ECONOMIC AND DEMOGRAPHIC INFORMATION Population Characteristics The Town has had a population trend, as compared to the County and the State, as indicated below: Year: Town of Southold Suffolk Count v New York State 1970............................................................... . 16,804 1,127,030 18,241,391 1980............................................................... 19,172 1,284,231 17,557,288 1990............................................................... 19,836 1,321,977 17,990,455 2000............................................................... 20,599 1,419,369 18,976,457 2010............................................................... 23,175 1,518,475 19,541,453 2014............................................................... 22,154 1,500,373 19,594,330 Source: U.S.Bureau of the Census. 11 Income Data Per Capita Money Income 1990 2000 2010 2014a Town of Southold $19,037 $27,619 $41,450 $46,648 County of Suffolk 18,481 26,577 35,411 37,427 State of New York 16,501 23,389 30,791 32,829 Median Household Income 1990 2000 2010 2014a Town of Southold $35,392 $49,898 $83,240 $83,559 County of Suffolk 49,128 65,288 84,235 88,323 State of New York 32,965 43,393 55,217 58,687 Source: United State Bureau of the Census a. Note: Based on American Community Survey 5-Year Estimates(2010-2014) Unemployment Rate Statistics Unemployment statistics are not available for the Town as such. The smallest area for which such statistics are available (which includes the Town) is the County of Suffolk. The information set forth below with respect to such County is included for information purposes only. It should not be implied from the inclusion of such data in this Statement that the Town is necessanly'representat>ve of the County or vice versa. Suffolk New York Annual Averages: County State 2011 .............................................. 8.9% 8.0% 2012 .............................................. 7.8 8.6 2013 .............................................. 6.5 7.7 2014 .............................................. 5.3 6.4 2015 .............................................. 4.8 5.3 2016 (5 Months) ............................ 4.4 5.0 Source: Department of Labor,State of New York Selected Listing of Larger Employers Approximate Name Tyne No. of Employees Eastern Long Island Hospital......................... Hospital 390 Mattituck-Cutchogue UFSD.......................... Public School 380 Plum Island ADC.......................................... U.S. Govt. Facility 360 Town of Southold.......................................... Local Government 275 Peconic Landing............................................ Life Care Community 214 Southold UFSD............................................. Public School 164 San Simeon by the Sound.............................. Nursing Home 175 Claudio's Restaurant..................................... Restaurant - 120 Greenport UFSD........................................... Public School 100 Stidd Systems................................................ Marine Parts 75 Village of Greenport...................................... Local Government 73 12 INDEBTEDNESS OF THE TOWN Constitutional Requirements The State Constitution limits the power of the Town (as well as other municipalities and school districts of the State) to issue obligations and contract indebtedness. Such constitutional limitations include the following, in summary form, and are generally applicable to the Town and the Bonds: Purpose and Pledge. The Town shall not give or loan any money or property to or in aid of any individual or private corporation or private undertaking or give or loan its credit to or in aid of any of the foregoing or any public corporation. The Town may contract indebtedness only for a Town purpose and shall pledge its faith and credit for the payment of principal of and interest thereon. Payment and Maturity. Except for certainshort-term indebtedness contracted in anticipation of taxes, indebtedness shall be paid in annual installments commencing no later than two years after the date such indebtedness shall have been contracted and ending no later than the expiration of the period of probable usefulness of the object or purpose as determined by statute or the weighted average period of probable usefulness thereof; no installment may be more than fifty per centum in excess of the smallest prior installment, unless the Town has authorized the issuance of indebtedness having substantially level or declining annual debt service. The Town is required to provide an annual appropriation for the payment of interest due during the year on its indebtedness and for the amounts required in such year for amortization and redemption of its serial bonds and bond anticipation notes. General. The Town is further subject to constitutional limitation by the general constitutionally imposed duty on the State Legislature to restrict the power of taxation, assessment, borrowing money, contracting indebtedness and loaning the credit of the Town so as to prevent abuses in the exercise of such powers;however, as has been noted under "Nature of Obligation", the State Legislature is prohibited by a specific constitutional provision from restricting the power of the Town to levy taxes on real estate for the payment of interest on or principal of indebtedness theretofore contracted. However, the Tax Levy Limit Law imposes a statutory limitation on the Town's power to increase its annual tax levy, unless the Town complies with certain procedural requirements to permit the Town to levy certain year-to-year increases in real property taxes. (See"Tax Levy Linzit Law"herein). Statutory Procedure In general, the State Legislature has authorized the power and procedure for the Town to borrow and incur indebtedness subject, of course, to the constitutional provisions set forth above. The power to spend money, however, generally derives from other law, including the Town Law and the General Municipal Law. Pursuant to the Local Finance Law, the Town authorizes the incurrence of indebtedness by the adoption of a bond resolution approved by at least two-thirds of the members of the Town Board, except in the event that the Town Board determines to subject the bond resolution to voter approval by mandatory referendum, in which case only a three-fifths vote is required. The Local Finance Law also provides a twenty-day statute of limitations after publication of a bond resolution which, in effect, estops thereafter legal challenges to the validity of obligations authorized by such bond resolution except for alleged constitutional violations. The Town has complied with such requirements with respect to the bond resolution authorizing the issuance of the Bonds. Each bond resolution usually authorizes the construction, acquisition or installation of the object or purpose to be financed,sets forth the plan of financing and specifies the maximum maturity of the bonds subject to the legal (Constitution, Local Finance Law and case law) restrictions relating to the period of probable usefulness with respect thereto. 13 Each bond resolution also authorizes the issuance of.bond anticipation notes prior-to.the issuance of serial bonds. Statutory law in New York permits bond anticipation notes to be renewed each-year provided that principal is amortized and provided that such renewals do not (with certain exceptions) extend more than five years beyond the original date of borrowing. However, notes issued in anticipation of the sale of serial bonds for assessable improvements are not subject to such five year limit and may be renewed, subject to annual reductions of princi al, for the entire period of probable usefulness of the purpose for which such bonds were originally issued. kSee "Payment and Maturity" under "Constitutional Requirements"herein). In addition, under each bond resolution, the Town Board may delegate, and has delegated, power to issue and sell bonds and notes, to the Supervisor,the chief fiscal officer of the Town. In general, the Local Finance Law contains similar provisions providing the Town with power to issue general obligation revenue anticipation notes,tax anticipation notes, deficiency notes and budget notes. Debt Limit: The Town has the power to.contract indebtedness for any Town purpose so long as the aggregate principal amount thereof shall not exceed seven per centum of the average full valuation of taxable real estate of the Town and subject to certain enumerated exclusions and deductions such as water and certain sewer facilities and cash or appropriations for current debt service. The constitutional and statutory method for determining the,full valuation is by dividing the assessed valuation of taxable real estate by the respective equalization rates assigned to each assessment roll. Such equalization rates are the ratios which each of such assessed valuations bear to the respective full valuation of such year, as assigned by the Office of Real Property Tax Services. The State Legislature is required to prescribe the manner by which such ratios shall be determined. Average full valuation is determined by adding the full valuations for the most recently completed assessment roll and the four immediately preceding assessments rolls and dividing the resulting sum of such addition by five. There is no constitutional limitation on the amount that may be raised by the Town by tax on real estate in any fiscal year to pay principal and interest on all indebtedness. However, the Tax Levy Limit Law, imposes a statutory limitation on the power of the Town to increase its annual tax levy,unless the Town complies with certain procedural requirements to permit the Town to levy certain year-to-year increases in real property taxes. (See"Tax Levy Limit Law"herein). 7 14 The following pages set forth certain details with respect to the indebtedness of the Town. Computation of Debt Limit and Calculation of Net Debt Contracting Margin (As of August 31, 2016) Fiscal Year State Ending Assessed Equalization Full December 31: Valuation Rate Valuation 2012............................................................... $108,282,986 1.11% $9,755,223,964 2013............................................................... 107,853,985 1.15 9,378,607,391 2014............................................................... 107,615,154 1.18 9,119,928,305 2015............................................................... 107,438,154 1.17 9,182,748,205 2016............................................................... 107,927,842 1.10 9,811,622,000 Total Five Year Full Valuation............................................................................................. $47,248,129,865 Average Five Year Full Valuation........................................................................................ 9,449,625,973 Debt Limit-7%of Average Full Valuation.......................................................................... 661,473,818 Inclusions: Outstanding Bonds: General Purposesa....................................................................................................... 36,138,000 Other.......................................................................................................................... 0 Sub-Total.......................................................................................................... 36,138,000 BondAnticipation Notes............................................................................................. 0 TotalInclusions............................................................................:...................................... 36,138,000 Exclusions: Appropriations............................................................................................................... 0 OtherExclusions ........................................................................................................... 0 TotalExclusions.................................................................................................................. 0 Total Net Indebtedness......................................................................................................... 36,138,000 Net Debt Contracting Margin............................................................................................... $625,335,818 Percent of Debt Limit Exhausted.......................................................................................... 5.46% a. Includes$23,251,404 in bonds outstanding for the preservation of open space. See"Community Preservation Fund"herein. 15 Trend of Town-Indebtedness The following table represents the outstanding indebtedness of the Town at the end of the last five preceding fiscal years. Fiscal Year Ending December 31: 2011 2012 2013 2014 2015 Debt Outstanding End of Year: Bonds $44,385,000 $41,730,000 $39,185,000 $36,610,000 $33,530,000 Bond Anticipation Notes 2,992,000 1,494,000 1,523,000 2,959,000 3,529,000 Total Debt Outstanding 47.377.000 $4224,000 $40,708,000 $39,569,000 $37.059.000 Details of Short-Term Indebtedness Outstanding As of the date hereof,the Town has no short-term debt outstanding. Debt Service Requirements-Outstanding Bondsa Net After Fiscal Year Less: Debt Issuance of Ending Outstanding Refunding Service to be Refunding December 31: Debt Service Debt Service Sub-Total Refunded Bonds 2016 $ 3,839,594 2017 4,314,734 2018 4,249,225 2019 3,730,938 2020 3,487,375 2021 3,458,025 2022 3,133,525 2023 3,136,475 2024 3,059,925 2025 3,003,781 2026 2,703,681 2027 2,632,544 2028 2,608,069 2029 2,551,838 2030 2,499,078 2031 255,269 2032 250,569 2033 245,575 2034 240,288 Totals 49.400.507 a. Includes$23,251,404 in bonds issued for the preservation of open space. See"Community Preservation Fund"herein. Does not reflect payments made to date. 16 Calculation of Estimated Overlapping and Underlying Indebtedness Applicable Applicable Overlapping Date of Percentage Total Net Units Report Applicable Indebtedness Indebtedness County of Suffolk.............................. 04-20-16 3.69% $82,719,993 $50,641,438 Village of Greenport.......................... 11-20-15 100.00 8,065,410 6,050,000 School Districts................................. Fishers Island ..................... 06-30-15 100.00 0 0 Greenport............................. 11-18-15 100.00 7,830,000 7,047,000 Mattituck-Cutchogue .......... 11-18-15 98.49 19,003,645 17,483,353 New Suffolk Common ........ 06-30-15 100.00 0 0 Oysterponds ........................ 06-30-15 100.00 26,399 26,399 Southold ............................. 11-18-15 100.00 2,965,000 2,950,000 Fire District...................................... Cutchogue............................ 12-31-14 100.00 71,341 71,341 East Marion......................... 12-31-14 100.00 29,018 29,018 Fishers Island....................... 12-31-14 100.00 0 0 Mattituck............................. 12-31-14 100.00 685,105 685,105 Orient .................................. 12-31-14 100.00 0 0 Southold............................... 12-31-14 100.00 450,000 450,000 Totals...................................... $121,845,811 85.433.654 Sources: Annual Financial Reports on file with the Office of the State Comptroller,or more recently published Official Statements. Debt Ratios (As of August 31, 2016) Percentage Amount' Per Capita b Of Full Value° Total Direct Debt.................................................................. $36,138,000 $1,631 0.358% Net Direct Debt..................................................................... 36,138,000 1,631 0.368 Total Direct& Applicable Total Overlapping Debt................ 157,983,811 7,131 1.610 Net Direct& Applicable Net Overlapping Debt ..................... 121,571,654 5,488 1.239 a. Exclusive of the Bonds. b. The current estimated population of the Town is 22,154(U.S.Census). c. The full valuation oftaxable real property in the Town for 2015-16 is$9,811,622,000. 17 Authorized But Unissued Items The following Bonds are authorized but unissued: Date Authorized Purpose Amount 08-16711 Stormwater Mitigation........................................................ $ 439,100 Capital Program The Town annually adopts a three year Capital Improvement Plan. Projects may be funded by State and Federal aid, reserves, proceeds of obligations, property taxes or a combination thereof A summary of the Capital Budget for 2016-2018 is set forth below: Department 2016 2017 2018 General Town................................................. $ 842,250 $ 190,000 $ 62,000 Highway Fund................................................ 110,000 -0- -0- Total................................................... 952 250 190 000 62 000 Sources Appropriations................................................ $ 452,250 $ 190,000 $ 62,000 Town Debt..................................................... 500,000 -0- -0- Total.................................................. 52 250 190 000 62,000 Community Preservation Fund In 1998, the voters of the five East End towns (East Hampton, Riverhead, Shelter Island, Southampton, and Southold) approved a referendum creating the Community Preservation Fund, (the "Fund") which is a conservation program to preserve open space and farmland in the five towns. The fund is financed by a 2%tax on real estate sales. This is a one-time tax that the buyers of real estate are required to pay when purchasing a new or used home or vacant property. In 2006, the voters in all five,towns approved a referendum to extend the collection of the tax through 2030. The Fund facilitates a voluntary program whereby landowners can sell their land or the development rights on the land to the respective towns at fair market value. The towns may issue bonds for purchases to be paid back through the life of the Fund with the 2%tax revenues. When a town finances an acquisition through the issuance of bonds, Section 64e of Town Law requires the preparation of a report by or on behalf of the Town Supervisor which demonstrates how such indebtedness will be repaid by the Fund, including an estimate of projected revenues of the Fund during the period of indebtedness, an accounting of all other indebtedness incurred against the Fund to be repaid,for the same period, and a finding that there will be sufficient revenue to repay such indebtedness in its entirety from the Fund. 18 The following represents the annual 2% Land Transfer Taxes of the Fund for the five most recently completed fiscal years and the current budget. Such amounts do not include other revenues received for grants and interest income. Fiscal Year Ending Total Land December 31: Transfer Taxes 2011 ......................................................................... $3,570,355 2012 ......................................................................... 3,842,768 2013 ......................................................................... 5,023,334 2014 ......................................................................... 6,060,255 2015 ......................................................................... 6,464,184 2016 (Budget)........................................................... 6,500,000 As of the date of this Statement, there are $23,696,404 in bonds outstanding, the debt service on which is expected to be paid for by the Fund, although the outstanding bonds are general obligations of the Town and there is no specific pledge of moneys from the Fund to bondholders. The following represents the annual debt service requirements on the outstanding bonds originally issued for the purposes of preserving open space; it does not reflect payments made to date. Debt Service Requirements—Community Preservation Fund Only' Fiscal Year Ending December 31: Principal Interest Total 2016........................................................................ $153645143 $ 9535959 $253185102 2017........................................................................ 154335861 8835005 253165866 2018........................................................................ 154615173 8335685 252945858 2019........................................................................ 154735560 7865455 252605015 2020........................................................................ 154915947 7345427 252265374 2021 ........................................................................ 155385147 6775538 252155685 2022........................................................................ 155635147 6175523 251805670 2023........................................................................ 156405497 5555315 251955812 2024........................................................................ 156965597 4895341 251855938 2025......................................................................... 157295983 4185923 251485906 2026........................................................................ 157575982 3455973 25103,955 2027 ............... 1,7975982 2705639 250685621 2028........................................................................ 158565282 1965265 250525547 2029........................................................................ 158875355 1245683 250125038 2030........................................................................ 1,922,891 51,550 1,974,441 Totals................................................................... $24.615,5477 3 278 32.554.825 a. Does not reflect 2016 payments made to date. The Town has enacted a debt service policy that is reviewed annually and approved by the Town Board. The Town Board has determined that an appropriate amount of fund balance should be maintained in the Fund in order to meet the Town's obligation to repay the bonded indebtedness. As such, the Town has set aside the current and ensuing year's debt service to ensure that there is adequate coverage in the Fund. 19 Landfill Closure and Postclosure Care Costs The Town owns a landfill on a site in the unincorporated area of Cutchogue, commonly known as the Cutchogue Landfill. The Town ceased accepting waste at its Cutchogue Landfill as of October 8, 1993. Placement of the final cover, referred to as capping, on the landfill was completed in November 2003. -In addition to placement of the-final cover on the landfill, state and.federal regulations presently require the Town to perform certain maintenance and monitoring functions at the site for up to thirty years. The Town has and will continue to comply with said requirements. The ongoing post closure costs are estimated to be between $17,000 and $18,500 per year from 2016 through 2018. The Town paid $15,450 for such costs in 2015 and will continue to pay these costs in the future. Actual costs associated with the capping totaled $7,681,720..Financing for closure activities was provided in part through a.grant from the New York State Department of Environmental Conservation in the amount of $2,000,000. The balance was provided through a State subsidized loan received in July, 2004 from the New York State Environmental Facilities Corporation. Costs associated with postclosure care will be paid from charges to future users of the collection facility and site and future tax revenue. FINANCES OF THE TOWN Financial Statements and Accounting Procedures The Town maintains its financial records in accordance with the Uniform System of Accounts for Towns prescribed by the State Comptroller. The financial records of the Town are audited by independent accountants. The last such audit made available for public inspection covers the fiscal year ended December 31, 2015. In addition, the financial affairs of the Town are subject to periodic compliance review by the Office of the State Comptroller to ascertain whether the Town has complied with the requirements of various State and Federal statutes. A summary of the 2015 unaudited financial results of the Town are presented in Appendix A. As required by law, The Town prepares an annual Financial Report Update Document for submission to the State Comptroller. Such report for fiscal year ending 2015 has been filed and a copy of such report is attached as Appendix B. Fund Structure and Accounts The Town utilizes fund accounting to record and report its various service activities. A fund represents both a legal and an accounting entity which segregates the, transactions of.specific programs.in accordance with special regulations,restrictions or limitations. There are two basic fund types: governmental funds that are used to account for basic services and capital projects; and fiduciary funds that account for assets held in a trustee capacity. Account groups, which do not represent funds, are used to record fixed assets and'long-term obligations that are not accounted for in a specific fund. The Town presently maintains the following governmental funds: General Fund, Highway Fund, Community Preservation Fund and Special Districts Funds, and the Capital Projects Fund. Fiduciary funds consist of a Trust and Agency Fund. There are no proprietary funds. Account groups are maintained for fixed assets and long-term debt. Basis of Accounting The Town's governmental funds are accounted for on a modified accrual basis of accounting. Under the modified accrual basis, revenues are recognized when they become. susceptible to accrual - that is, when they become "measurable" and "available" to finance expenditures to the current period. Revenues that.are susceptible to accrual include real property taxes, intergovernmental revenues(State and Federal aid) and operating transfers. Expenditures are generally recognized under the modified accrual basis of accounting in which recognition occurs when the related fund liability is incurred. An exception to this general rule is unmatured interest on general long-term debt which is recognized when due. 20 Investment Policy Pursuant to State law, including Sections 10 and 11 of the General Municipal Law (the "GML"), the Town is generally permitted to deposit moneys in banks or trust companies located and authorized to do business in the State. All such deposits, including special time deposit accounts and certificates of deposit in excess of the amount insured under the Federal Deposit Insurance Act, are required to be secured in accordance with the provisions of and subject to the limitations of Section 10 of the GML. The Town may also temporarily invest moneys in: (1)obligations of the United States of America; (2) obligations guaranteed by agencies of the United States of America where the payment of principal and interest are guaranteed by the United States of America; (3) obligations of the State of New York; (4) with the approval of the New York State Comptroller, in tax anticipation notes or revenue anticipation notes issued by any municipality, school district, or district corporation, other than those notes issued by the Town itself, (5) certificates of participation issued in connection with installment purchase agreements entered into by political subdivisions of the State pursuant to Section 109-b(10) of the GML; (6) obligations of a New York public benefit corporation which are deemed lawful investments for municipalities pursuant to the enabling statute of such public benefit corporation; or(7) in the.case of moneys held in certain reserve funds established by the Town pursuant to law, in obligations of the Town. All of the foregoing investments are required to be payable or redeemable at the option of the owner within such times as the proceeds will be needed to meet expenditures for purposes for which the moneys were provided and, in the case of obligations purchased with the proceeds of bonds or notes, shall be payable or redeemable in any event, at the option of the owner, within two years of the date of purchase. Unless registered or inscribed in the name of the Town, such instruments and investments must be purchased through, delivered to and held in custody of a bank or trust company in the State pursuant to a written custodial agreement as provided by Section 10 of the GML. The Town Board has adopted an investment policy and such policy conforms with applicable laws of the State governing the deposit and investment of public moneys. All deposits and investments of the Town are made in accordance with such policy. Budgetary Procedures The head of each administrative unit of the Town is required to file detailed estimates of revenues (other than real property taxes) and expenditures for the next fiscal year with the budget officer (Supervisor) on or before August I' Estimates for each fire district situated within the Town must also be filed with the budget officer by this date. After reviewing these estimates, the budget officer prepares a tentative budget which includes his recommendations. A budget message explaining the main features of the budget is also prepared at this time. The tentative budget is filed with the Town Clerk not later than the 30th of September. Subsequently,the Town Clerk presents the tentative budget to the Town Board at the regular or special hearing which must be held on or before October 5th. The Town Board reviews the tentative budget and makes such changes as it deems necessary and that are not inconsistent with the provisions of the law. Following this review process, the tentative budget and such modifications, if any, as approved by the Board, become the preliminary budget. A public hearing, notice of which must be duly published in the Town's official newspaper, on the ppreliminary budget is generally required to be held on the Thursday immediately following the general election. At such hearing, any person may express.his or her opinion concerning the preliminary budget- however, there is no requirement or provision that the preliminary budget or any portion thereof be voted on by members of the public. After the public hearing, the Town Board may further change and revise the preliminary budget. The Town Board, by resolution, adopts the preliminary budget as submitted or amended no later than November 20th, at which time, the pre nminary budget becomes the annual budget of the Town for the ensuing fiscal year. Budgetary control during the year is the responsibility of the Supervisor who is assisted in this area by the Town Comptroller. Any changes or modifications to the annual budget, including the transfer of appropriations among line items, must be approved by resolution of the Town Board. However, the supervisor is authorized to transfer certain budgeted amounts within departments. Budget Summaries for the 2015 and 2016 fiscal years may be found in Appendix A. 21 Financial Operations The Supervisor functions as the chief fiscal officer as provided in Section 2 of the Local Finance Law; in this role, the Supervisor is responsible for the Town's accounting and financial reporting activities. In addition, the Supervisor is also the Town's budget officer and must therefore prepare the annual tentative budget for submission to the Town Board. Pursuant to Section 30 of the Local Finance Law, the Supervisor has been authorized to issue or renew certain specific types of notes. As required by law, the Supervisor must execute an authorizing certificate which then becomes a matter of public record. The Town Board, as a whole, serves as the finance board of the Town and is responsible for authorizing, by resolution, all material financial transactions such as operating and capital budgets and bonded debt. Town finances are operated primarily through the General and Special Revenue Funds. The General Fund receives most of its revenue from real property tax and State aid. Current operating expenditures are paid from these funds subject to available appropriations. The Town also has refuse, sewer and wastewater districts, which are accounted for within separate funds. The primary sources of income for these districts comes from special assessments levied against district properties at the same time real estate taxes are levied. Capital projects and equipment purchases are accounted for in special capital projects funds. The Town observes a calendar year (January 1 through December 31) for operating and reporting purposes. Revenues The Town receives most of its revenues from a real property tax on all taxable property situated within the Town and from State Aid. A suminary of such revenues for the five most recently completed fiscal years may be found in Appendix A. See also"Tax Levy Limit Law"herein. Real Property Taxes See"Real Property Tax Information", herein. State Aid The Town receives financial assistance from the State. If the State should not adopt its budget in a timely manner, municipalities and school districts in the State, including the Town, may be affected by a delay in the payment of State aid. Additionally, if the State should experience difficulty in borrowing funds in anticipation of the receipt of State taxes in order to pay State aid to municipalities and school districts in the State, including the Town, in this year of future years, the Town may be affected by a delay in the receipt of State aid until sufficient State taxes have been received by the State to make State aid payments. The Town received approximately 5.39% of its total general fund operating revenue from State aid in 2015 and is expected to receive similar amount in 2016. There is no assurance,however, that State appropriations for aid to municipalities will continue, either pursuant to existing formulas or in any form whatsoever. The State is not constitutionally obligated to maintain or continue such aid and, in fact, the State has drastically reduced funding to municipalities and school districts in the last several years in order to balance its own budget. Approximately 88% of the State Aid recorded in the General Fund comes from the State predominantly through mortgage recording taxes. The State imposes a tax on the privilege of recording a mortgage on real property located with the State. The mortgage recording tax includes a basic tax of$0.50 per $100 of mortgage principal, with additional taxes of$0.25 to$1.25 per $100 of mortgage principal based on certain conditions. Although the Town cannot predict at this time whether there will be any delays and/or reductions in State aid in the current year or in future fiscal years or whether there will be additional Federal monies made available to pay State aid in future years, the Town may be able to mitigate the impact of any delays or reductions by reducing expenditures, increasing revenues, appropriating other available funds on hand, and/or by any combination of the foregoing. 22 The following table sets forth the percentage of the Town's General Fund revenue comprised of State aid for each of the fiscal years 2011 through 2014, and unaudited for 2015. Year Ended Total General Fund State and Federal Aid December 31: Revenue State Aid To Revenues (M 2011 $27,207,336 $1,133,604 4.17% 2012 26,740,120 1,108,200 4.14 2013 26,727,045 1,267,765 4.74 2014 27,521,679 1,333,819 4.85 2015 (Unaudited) 27,575,921 1,488,134 5.39 Source: Audited financial statements(2011-2014)and the Annual Update Document for 2015 (Unaudited). The State Comptroller's Fiscal Stress Monitoring System The New York State Comptroller has reported that New York State's school districts and municipalities are facing significant fiscal challenges. As a result, the Office of the State Comptroller has developed a Fiscal Stress Monitoring System ("FSMS") to provide independent, objectively measured and quantifiable information to school district and municipal officials, taxpayers and policy makers regarding the various levels of fiscal stress under which the State's school districts and municipalities are operating. The fiscal stress scores are based on financial information submitted as part of each school district's ST-3 report filed with the State Education Department annually, and each municipality's annual report filed with the State Comptroller. Using financial indicators that include year-end fund balance, cash position and patterns of operating deficits, the system creates an overall fiscal stress score which classifies whether a school district or municipality is in "significant fiscal stress", in "moderate fiscal stress," as "susceptible to fiscal stress" or "no designation". Entities that do not accumulate the number of points that would place them in a stress category will receive a financial score but will be classified in a category of"no designation.' This classification should not be interpreted to imply that the entity is completely free of fiscal stress conditions. Rather, the entity's financial information, when objectively scored according to the FSMS criteria, did not generate sufficient points to place them in one of the three established stress categories. The most current applicable report of the State Comptroller designates the Town as "No Designation". (Fiscal Score: 6.70%). See the State Comptroller's official website for more information on FSMS. Reference to this website implies no warranty of accuracy of information therein. In addition, the Office of the State Comptroller helps local government officials manage government resources efficiently and effectively. The Comptroller oversees the fiscal affairs of local governments statewide, as well as compliance with relevant statutes and observance of good business practices. This fiscal oversight is accomplished, in part, through its audits, which identify opportunities for improving operations and governance. The most recent auditerformed was released in January, 2015. The purpose of such audit was to review selected financial operations oftheTown for the period January 1, 2013 to December 31, 2013. The complete report may be found on the State Comptroller's official website. Reference to this website implies no warranty of accuracy of information therein. Pension Systems Substantially all employees of the Town are members of the New York State and Local Employees' Retirement System ("ERS") or the State and Local Police and Fire Retirement System ("PFRS"), which together are known as the "Retirement System". The Retirement System is acost- sharing multiple public employer retirement system. The obligation of employers and employees to contribute and the benefits to employees are governed by the New York State Retirement System and Social Security Law(the"Retirement System Law"). The Retirement System offers a wide range of plans and benefits which are related to years of service and final average salary, vesting of retirement benefits, death and disability benefits and optional methods of benefit payments. All 23 benefits generally vest after five years of credited service, except for "Tier 6" employees, as discussed below, whose benefits vest after ten years of credited service. The Retirement System Law generally provides that all participating employers in the Retirement System are jointly and severally liable for any unfunded amounts. Such amounts are collected through annual billings to all participating employers_ Generally, all employees, except certain part-time employees, participate in the Retirement System. The Retirement System is non-contributory with respect to members hired prior to July 27, 1976. All members hired on or after July 27, 1976.and before January 1, 2010 must contribute three percent of their gross annual salary towards the costs of retirement programs until they attain ten years in the Retirement System, at such time contributions become voluntary. On December 10, 2009, then Governor Paterson signed into law the creation of a new Tier 5, which is effective for new ERS employees hired on or after January 1, 2010. New ERS employees in Tier 5 contribute 3% of their salaries. There is no provision for these contributions to cease for Tier 5 employees after a certain period of service. On March 16, 2012, Governor Cuomo signed into law the new Tier 6 pension program, effective for new ERS employees hired after April 1, 2012. The Tier 6 legislation provides for increased employee contribution rates of between 3% and 6%, an increase in the retirement age from 62 years to 63 years, a readjustment of the pension multiplier, and a change in the time period.for final average salary calculation from 3 years to 5 years. Tier 6 employees will vest in the system after ten years of employment and will continue to make employee contributions throughout employment. Pension reform legislation changed the billing cycle for employer contributions to the ERS retirement system to match budget cycles of the Town. Under the previous method,the Town was not provided with required employer contribution for a payment until after the budget was implemented. Under the reforms implemented, the given fiscal year is based on the value of the pension fund on the prior April 1, instead of the following April 1. As a result, the Town is notified of and can include the actual cost of the employer contribution in its budget. Legislation also required a minimum payment of 4.5% of payroll each year, including years in which investment performance of the fund would make a lower employer contribution possible. In addition, the pension payment date for all local governments was changed from December 15 to February 1 and permits the legislative body of a municipality to establish a retirement contribution reserve fund for the purpose of financing retirement contributions in the future. The New York State Retirement System has advised the Town that municipalities can elect .to make employer contribution 'ayments in the December or the following February, as required. If such payments are made in the December pnor to the scheduled payment date in February, such payments may be made at a discount amount. Due to significant capital market declines in the past, the State's Retirement System portfolio has experienced negative investment performance and severe downward trends in market earnings. As a result of the foregoing, the employer contribution rate for the State's Retirement System continues to be higher than the minnmum contribution rate established in the past. The State calculates contribution amounts based upon:a five- year rolling average: As a result, contribution rates are expected to remain higher than the minimum contribution rates set by past legislation. To mitigate the expected increases in the employer contribution rate , various forms of legislation has been enacted that would permit local governments to borrow a portion of their required payments from the State pension plan. The Town does not have outstanding amortization payments to the Retirement System. The Town is required to contribute an actuarially determined rate. The required contributions for the five most recently completed fiscal years are as follows: 24 Contributions to the Retirement Systems Fiscal Year Amount Ending of December 31: Contribution 2011 ......................................................................... $3,136,267 2012......................................................................... 3,276,453 2013 ......................................................................... 4,628692 2014......................................................................... 3,721,926 2015 ......................................................................... 3,905,133 2016 (Budget) .......................................................... 4,004,900 Other Post-Employment Benefits The Town provides post-retirement healthcare benefits to various categories of former employees. These costs may be expected to rise substantially in the future. GASB Statement No. 45 ("GASB 45") of the Governments Accounting Standards Board("GASB") requires governmental entities, such as the Town, to account for the costs of certain non-pension post-employment benefits as it accounts for vested pension benefits. OPEB refers to "other post-employment benefits," and refers to benefits other than pensions benefits. OPEB consists primarily of health care benefits, and may include other benefits such as disability benefits and life insurance. Before GASB 45, OPEB costs were generally accounted for and managed as current expenses in the year paid and were not reported as a liability on governmental financial statements. GASB 45 requires municipalities and school districts to account for OPEB liabilities much like they already account for pension liabilities, generally adopting the actuarial methodologies used for pensions, with adjustments for the different characteristics of OPEB and the fact that most municipalities and school districts have not set aside any funds against this liability. Unlike GASB Statement No. 27, which covers accounting for pensions, GASB 45 does not require municipalities or school districts to report a net OPEB obligation at the start. Under GASB 45, based on actuarial valuation, an annual required contribution ("ARC") will be determined for each municipality or school district. The ARC is the sum of(a) the normal cost for the year (the present value of future benefits being earned by current employees) plus (b) amortization of the unfunded accrued liability (benefits already earned by current and former employees but not yet provided for), using an amortization period of not more than 30 years. If a municipality or school district contributes an amount less than the ARC, a net OPEB obligation will result, which is required to be recorded as a liability on its financial statements (the"Net OPEB"). GASB 45 does not require that the unfunded liability actually be amortized nor that it be advanced funded, only that the municipality or school district account for its unfunded accrued liability and compliance in meeting its ARC. 25 The following table shows the components of the Town's annual OPEB cost for the year, the amount actually contributed to the.plan, and changes in the Town's net OPEB obligation: Normal Cost $2,665,507 Amortization of unfunded actuarial liability(UAAL) over 30 years 3,726,053 Interest 239,684 Annual Required Contribution(ARC) 6,631,244 Interest on net other postemployment benefits obligation 1,327,333 Adjustment to ARC (1,985,252) Annual OPEB cost (expense) 5,973,325 Less: contribution for year ended December 31, 2015 1,580,053 Increase in net OPEB obligation 4,393,272 Net OPEB obligation—beginning of year 35,395,548 Net OPEB obligation-end of year 39,788,820 The Town's unfunded actuarial accrued OPEB liability could have a material adverse impact upon the Town's finances and could force the Town to reduce services, raise taxes or both. There is no authority in the State to establish a reserve fund for the liability at this time. Actuarial Valuations will be required every two years for OPEB plans with more than two hundred members, or every three years if there are less than two hundred members. Additional information about GASB 45 and other accounting rules applicable to municipalities and school districts may be obtained from GASB. Legislation has been introduced in the State Legislature to authorize local governments and other public entities to establish trusts to accumulate and disburse funds through governing board appropriation for payment of OPEB liabilities. This legislation would authorize the establishment of a trust by resolution of the local government's governing body which would serve as the trustee (unless trustee authority is delegated to the local government's chief fiscal officer). Trust investments would be held by the State Comptroller as sole custodian,for investment in accordance with the written investment policy developed by the trustee and the written agreement between the trust and the State Comptroller. Trust funds would not be'subject to local government creditor claims, and local government officers would not be subject to liability for loss on investments in the trust. Such legislation has not been approved at this time. REAL PROPERTY TAX INFORMATION Real Property Taxes The Town derives a major portion of its revenues from a tax on real property(see"Statement of Revenues, Expenditures and Changes in Fund Balance"in Appendix B, herein.) Property taxes accounted for approximately 84% of total general fund revenues, for the fiscal year ended 2015. On June 24, 2011, the Tax Levy Limit Law was enacted, which imposes a tax levy limitation upon the municipalities, school districts and fire districts in the State, including the Town, without providing an exclusion for debt service on obligations issued by municipalities and fire districts, including the Town. See"Tax Levy Limit Law,"herein. 26 The following table sets forth the percentage of the Town's General Fund revenue (excluding other financing sources) comprised of real property taxes for each of the fiscal years 2011 through 2015, and, as budget, for the year ending December 31, 2016. Year Total General Real Real Property Ended Fund Property Taxes to December 31: Town Revenue Taxes Revenues M 2011 $27,207,336 $21,734,453 79.881% 2012 26,740,120 22,412,761 83.82 2013 26,727,045 22,215,752 83.12 2014 27,521,679 23,042,527 83.73 2015 (Unaudited) 27,575,921 23,191,122 84.09 2016(Budgeted) 28,574,287 23,991,479 83.96 Source:Audited financial statements(2010-2014),unaudited financial statements(2015)and the adopted budget for the fiscal year ending December 31,2016. The following table presents the total tax levy and collection performance for each of the last five fiscal years. Tax Levy and Collection Record 2012 2013 2014 2015 2016 Total Tax Levy...................... $117,274,147 $120,372,442 $123,165,036 $126,505,103 $127,446,794 Amount Collected.................. 112,913,821 115,755,965 118,579,140 121,356,218 122,212,098a Returned to County Amount .............................. 4,360,326 4,616,477 4,585,896 5,148,885 NA Percentage........................... 3.72% 3.84% 3.72% 4.07% NA Uncollected at End of Year of Levy.............................. None None None NA NA a.As of July.]5,2016. Tax Collection Procedure Property taxes for the Town, together with County, fire and school district taxes are collected by the Town Receiver of Taxes on a single tax bill. Such taxes are due and payable in equal installments on December 1 and May 10, but may be paid without penalty by January 10 and May 31, respectively. Penalties on unpaid taxes are 1%per month from the date such taxes are due and payable and 10% after May 31. The Receiver of Taxes distributes the collected tax money to the Town, fire and school districts prior to distributing the balance to the County. Uncollected amounts are not segregated by the Receiver of Taxes and any deficiency in tax collection is the County's responsibility. The Town thereby is assured to receive its tax levy. 27 Tax Rates Per $1,000 of Assessed Valuation (Per$1;000 Assessed Valuation) Fiscal Year Ending December 31: 2012 2013 2014 2015 2016 General-Townwide.............. $206.45 $205.19 $213.29 $215.03 $221.25 General-Outside Village....... 5.69 8.41 6.53 2.86 4.68 Highway................................ 46.11 47.98 45.98 45.23 51.08 Tax Levy Limit Law Prior to the enactment of Chapter 97 of the Laws of 2011 (the"Tax Levy Limit Law") on June 24, 2011, all the taxable real property within the Town had been subject to the levy of ad valorem taxes to pay the bonds and notes of the Town and interest thereon without limitation as to rate or amount. However, the Tax Levy Limit Law imposes a tax levy limitation upon the Town for any fiscal year commencing after May 31, 2012, continuing through May 31, 2020 as extended, without providing an exclusion for debt service on obligations issued by the Town. As a result, the power of the Town to levy real estate taxes on all the taxable real property within the Town is subject to statutory limitations, according to the formulas set forth in Tax Levy Limit Law. The following is a brief summary of certain relevant provisions of the Tax Levy Limit Law. The summary is not complete and the full text of the Tax Levy Limit Law should be read in order to understand the details and implications thereof. The Tax Levy Limit Law imposes a limitation on increases in the real property tax levy of the Town, subject to certain exceptions. The Tax Levy Limit Law permits the Town to increase its overall real property tax levy over the tax levy of the prior year by no more than the"Allowable Levy Growth Factor", which is the lesser of one and two one-hundredths or the sum of one plus the Inflation Factor; provided, however that in no case shall the levy growth factor be less than one. The "Inflation Factor" is the quotient of: (i) the average of the 20 National Consumer Price Indexes determined by the United States Department of Labor for the twelve-month period ending six months pprior to the start of the coming fiscal year minus the average of the National Consumer Price Indexes determined by the United States Department of Labor for the twelve-month period ending six months prior to the start of the prior fiscal year, divided by: (ii) the average of the National Consumer Price Indexes determined by the United States Department of Labor for the twelve-month period ending six months prior to the start of the prior fiscal year, with the result expressed as a decimal to four places. The Tax Levy Limit Law also provides for adjustments to be made to the Town's tax levy based upon changes in the assessed value of the taxable real property in the Town. Additionally, the Town will be permitted to carry forward a certain portion of its unused tax levy capacity from the prior year. The Town is required to calculate its tax levy limit for the upcoming year in . accordance with theprovision described above and provide all relevant information to the New York State Comptroller prior to adopting its budget. The Tax Levy Limit Law sets forth certain exclusions to the real property tax levy limitation of the Town, including exclusions for tort judgments payable by the Town. The governing board of the Town may adopt a budget that exceeds the tax levy limit for the coming fiscal year, only if the governing board of the Town first enacts, by a vote of at least sixty percent of the total voting power of the Town Board, a local law to override such limit for such coming fiscal year. The Tax Levy Limit Law does not contain an exception from the levy limitation for the payment of debt service on either outstanding general obligation bonds or notes of the Town or such indebtedness incurred after the effective date of the Tax Levy Limit Law. As such, there can be no assurances that the Tax Levy Limit Law will not come under legal challenge for violating (i) Article VIII, Section 12 of the State Constitution for not providing an exception for debt service on obligations issued prior to the enactment of the Tax Levy Limit Law, (ii) Article VIII, Section 10 of the State Constitution by effectively eliminating the exception for debt service to general real estate tax limitations, and (iii) Article VIII, Section 2 of the State Constitution by limiting the pledge of its faith and credit by a municipality or school district for the payment of debt service on obligations issued by such municipality or school district. 28 Real Property Tax Rebate Chapter 59 of the Laws of 2014 ("Chapter 59"), a newly adopted State budget bill includes provisions which provide a refundable tax credit to real property taxpayers in school districts and certain municipal units of government. Real property taxpayers in school districts are eligible for this credit in the 2014 and 2015 taxable years. Real property taxpayers in certain other municipal units of government are eligible for this credit in the 2015 and 2016 taxable years. The eligibility of real property taxpayers for the tax credit in each year depends on such jurisdiction's compliance with the provisions of the Tax Levy Limit Law. School districts budgets must comply in their 2014-2015 and 2015-2016 fiscal years. Other municipal units of government must have their budgets in compliance for their 2015 and 2016 fiscal years. Such budgets must be within the tax cap limits set by the Tax Levy Limit Law for the real property taxpayers to be eligible for this tax credit. The affected jurisdictions include counties, cities (other than anycity with a population of one million or more and its counties), towns, villages, school districts (other than the dependent school districts of New York City, Buffalo, Rochester, Syracuse and Yonkers, the latter four of which are indirectly affected by applicability to their respective city) and independent special districts. Certain additional restrictions on the amount of the tax credit are set forth in Chapter 59 in order for the tax cap to qualify as one which willprovide the tax credit benefit to such real property taxpayers. The tax credit payable will be equal to the greater of the homeowner's year-to-yeargrowth in property taxes'or the allowable levy growth factor under the tax cap in the applicable years multiplied by the homeowner's prior year tax bill For the second taxable year of the program, the tax credit for real.property taxpayers is additionally contingent upon adoption by the school district or municipal unit of a state approved "government efficiency plan" which demonstrates "three year savings and efficiencies of at least one per cent per year of the total tax levy from shared services, cooperation agreement and/or mergers or efficiencies". Municipalities, school districts and independent special districts must provide certification of compliance with the requirements of the new provisions to certain state officials in order to render their real property taxpayers eligible for the tax credit. While the provisions of Chapter 59 do not directly further restrict the taxing power of the affected municipalities, school districts and special districts, they do provide an incentive for such tax levies to remain within the tax cap limits established by the Tax Levy Limit Law. The Town qualified for the program for both years. The implications of this for future tax levies and for operations and services of the Town are uncertain at this time. 29 Large Taxable Properties 2015-2016 Assessment Rolla Assessed Name Type Valuation LILCO, LIPA Marketspan Keyspan................................. Utility $1,783,157 Peconic Landing at Southold............................................. Residential Community 1,357;704 Village of Greenport-Power Plant..................................... Utility 400,000 Cardinale,Alan................................................................ Shopping Center 373,000 Fishers Isl"and Dev. Corp. ................................................ Residential Community 354,100 Robins Island Holding LLC.............................................. Private Lands 336,900 Damianos, Herodotus....................................................... Vineyard 181,400 New York Telephone/Verizon .......................................... Utility 143,216 E&C Property Holdings.................................................. Commercial 128,400 Brewer Yacht Yard @ Gpt....................................I........... Marina 125,000 Levin Family Limited Partnership..................................... Motel &Restaurant 124,950 Anderson, Bradley&Francesca........................................ Farmland&Private Lands 120,200 Norris, Susan................................................................... Various Properties 114,700 North Fork Bank ............................................................. Bank Building 100,136 Laurel Links Country Club............................................... Country Club 95,750 $5.738.613b a.Assessment Roll established in 2015 for levy and collection of taxes during 2016 Fiscal Year. b.Represents approximately 5.31%of the total taxable assessed valuation of the Town for 2016. Tax Certiorari Claims In common with other municipalities, there are a number of tax certiorari proceedings pending involving properties that are subject to the levy of Town taxes. The plaintiffs in these matters have asserted that their properties are over-assessed and are seeking assessment reductions. A refund of excess taxes is also generally requested. Historically, certiorari claims.have been settled through negotiations, resulting in amounts, at times, substantially less than originally claimed. Many settlements provide for future adjustments with no direct outlay of money. LITIGATION The Town of Southold is subject to a number of lawsuits in the ordinary conduct of its affairs. For the most part, any potential adverse decisions in such suits, either individually or in the aggregate, are not likely to have a material adverse effect on the Town. There are certain matters worthy of special mention: Nocro, Ltd. and The Heritage at Cutchogue, LLC v. Scott A. Russell, et al. This action seeks to nullify certain actions of the Town Board and/or the Planning Board, including the adoption of residential subdivision regulations and certain resolutions pertaining to the State Environmental Quality Review Act, as well as compensatory damages in the sum of$40 million and punitive damages based upon allegations that the Town defendants conspired to deprive it of certain constitutional rights. Insurance coverage may be available for potential liability for alleged compensatory damages. The Suffolk County Supreme Court dismissed all actions against each governmental officer named personally in the suit. The Town has entered into a.Stipulation of,Settlement with the Plaintiffs that stays the action while the plaintiffs make a site plan application for a 55 and older community at the subject property to the Town of Southold Planning Board. The Stipulation contains a conceptual plan that shall be the basis for the Plaintiffs' application to the Town of Southold Planning Board and sets the maximum number of units, the maximum gross floor area and the required percentage of open space for the pr9ject. The defendant has been proceeding through the site plan process and the plannin board recently accepted the applicant's Draft Environmental Impact Statement. Upon the Plaintiffs receiving final site plan approval, the action will be discontinued. Pursuant to the Stipulation, the Plaintiffs may only recommence the litigation based upon the occurrence of a limited number of events, such as the failure of the Town to abide by the Stipulation. 30 East End Resources, LLC v. Town of Southold Planning Board, et al. This action arises from a residential site plan application pending before the Town of Southold Planning Board, seeking the approval of a multi-unit planned retirement community (the "Application"). Plaintiff/Petitioner alleges that the Town, and its various agencies, have systematically delayed and sought to defeat the approval of the Application. In this action, Plaintiff/Petitioner asserts eight claims, seeking declaratory relief compelling the approval of the Application, as well as compensatory relief in the amount of $20 million as a result of alleged federal and state constitutional violations. The Town's appeal of the Trial Court's denial of the Town's motion for summary judgment was recently denied and therefore discovery will now proceed at the trial court level. Jackson v. Town of Southold Police D t_ et al. Plaintiffs claimed that their Civil Rights were violated during a County Anti-Drug Task Force raid of their home and sought damages in the sum of $3 million. The warrants at issue in this case were executed by the East End Drug Task Force(EEDTF) under the auspices of the Suffolk County District Attorney's office: Officer Kenneth Richert served as Southold's designee to the EEDTF. The Court granted the Town's motion for summary judgment and all claims against the Town of Southold and the Southold Police Department were dismissed. The claims against Officer Richert were successfully defended by the County at trial. The time for the Plaintiff to perfect an appeal has expired and we consider the matter closed. TAX MATTERS Opinion of Bond Counsel In the opinion of Hawkins Delafield & Wood LLP, Bond Counsel to the Town, under existing statutes and court decisions and assuming continuing compliance with certain tax certifications described herein, (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 Tax Certificate of the Town (the "Tax Certificate"), which will be delivered concurrently with the delivery of the Bonds will contain provisions and procedures relating to compliance with applicable requirements of the Code. In rendering its opinion, Bond Counsel has relied on certain representations, certifications of fact, and statements of reasonable expectations made by the Town in connection with the Bonds, and Bond Counsel has assumed compliance by the Town with certain ongoing provisions and procedures set forth in the Tax Certificate relating to compliance with applicable requirements of the Code to assure the exclusion of interest on the Bonds from gross income under Section 103 of the Code. In addition, in the opinion of Bond Counsel to the Town, under existing statutes, interest on the Bonds is exempt from personal income taxes of New York State and its political subdivisions, including The City of New York. Bond Counsel expresses no opinion regarding any other Federal or state tax consequences with respect to the Bonds. Bond Counsel renders its opinion under existing statutes and court decisions as of the issue date, and assumes no obligation to update, revise or supplement its opinion after the issue date to reflect any action hereafter taken or not taken, or any facts or circumstances that may hereafter come to its attention, or changes in law or in interpretations thereof that may hereafter occur, or for any other reason. Bond Counsel expresses no opinion on the effect of any action hereafter taken or not taken in reliance upon an opinion of other counsel on the exclusion from gross income for Federal income tax purposes of interest on the Bonds, or under state and local tax law. Certain Ongoing Federal Tax Requirements and Certifications The Code establishes certain ongoing requirements that must be met subsequent to the issuance and delivery of the Bonds in order that interest on the Bonds be and remain excluded from gross income under Section 103 of the Code. These requirements include, but are not limited to,requirements relating to use and expenditure of gross proceeds of the Bonds, yield and other restrictions on investments of gross proceeds, and the arbitrage rebate requirement that certain excess earnings on gross proceeds be rebated to the Federal government. Noncompliance with such requirements may cause interest on the Bonds to become included in gross income for Federal income tax purposes retroactive to their issue date, irrespective of the date on which such noncompliance 31 occurs or is discovered. The Town, in executing the Tax Certificate, will certify to the effect that the Town will comply with the provisions andprocedures set forth therein and that it will do and perform all acts and things necessary or desirable to assure the exclusion of interest on the Bonds from gross income under Section 103 of the Code. Certain Collateral Federal Tax Consequences The following is a brief discussion of certain collateral Federal income tax matters with respect to the Bonds. It does not purport to address all aspects of Federal taxation that may be relevant to a particular owner of a Bond. Prospective investors, particularly those who may be subject to special rules, are advised to consult their own tax advisors regarding the Federal tax consequences of owning and disposing of the Bonds. Prospective owners of the Bonds should be aware that the ownership of such obligations may result in collateral Federal income tax consequences to various categories of persons, such as corporations (including S corporations and foreign corporations), financial institutions; property and casualty and life insurance companies, individual recipients of Social Security and railroad retirement benefits, individuals otherwise eligible for the earned income tax credit, and taxpayers deemed to have incurred or continued indebtedness to purchase or carry obligations the interest on which is excluded from gross income for Federal income tax purposes. Interest on the Bonds may be taken into account in determining the tax liability of foreign,corporations subject to the branch profits tax imposed by Section 884 of the Code. Original Issue Discount "Original issue discount" ("OID") is the excess of the sum of all amounts payable at the stated maturity of a Bond (excluding certain "qualified stated interest" that is unconditionally payable at least annually at prescribed rates) over the issue price of that maturity. In general,the"issue price"of a maturity means the first price at which a substantial amount of the Bonds of that maturity was sold (excluding sales to bond houses, brokers, or similar persons actmg.in the capacity as underwriters, placement agents, or wholesalers). In general, the issue price for each maturity of Bonds is expected to be the initial public offering price set forth in this Official Statement. Bond Counsel further is of the opinion that, for any Bonds having OID (a"Discount Bond"), OID that has accrued and is properly allocable to the owners of the Discount Bonds under Section 1288 of the Code is excludable from gross income for Federal income tax purposes to the same extent as other interest on the Bonds. In general, under Section 1288 of the Code, OID on a Discount Bond accrues under a constant yield method, based on periodic compounding of interest over prescribed accrual periods using a compounding rate determined by reference to the yield on that Discount Bond. An owner's adjusted basis in a Discount Bond is increased by accrued OID for purposes of determining gain or loss on sale, exchange, or other disposition of such Discount Bond. Accrued OID may be taken into account as an increase in the amount of tax-exempt income received or deemed to have been received for purposes of determining various other tax consequences of owning a Discount Bond even though there will not be a corresponding cash payment. Owners of Discount Bonds should consult their own tax advisors with respect to the treatment of original issue discount for Federal income tax purposes, including various special rules relating thereto, and the state and local tax consequences of acquiring,holding, and disposing of Discount Bonds. Bond Premium Ingeneral, if an owner acquires a Bond for a purchase price (excluding accrued interest) or otherwise at a tax basis that reflects a premium over the sum of all amounts payable on the Bond after the acquisition date (excluding certain "qualified stated interest" that is unconditionally payable at least annually at prescribed rates), that premium constitutes "bond premium" on that Bond (a "Premium Bond"). In general, under Section 171 of the Code, an owner of a Premium Bond must amortize the bond premium over the remaining term of the Premium Bond, based on the owner's yield over the remaining term of the Premium Bond, determined based on constant yield principles (in certain cases involving a Premium Bond callable prior to its stated maturity date, the amortization period and yield may be required to be determined on the basis of an earlier call date that results in the lowest yield on such Bond). An owner of a Premium Bond must amortize the bond premium by offsetting the qualified stated interest allocable to each interest accrual period under the owner's regular method of accounting against the bond premium allocable to that period. In the case of a tax-exempt Premium Bond, if the bond premium allocable to an accrual period exceeds the qualified stated interest allocable to that accrual period, the excess is a nondeductible loss. Under certain circumstances, the'owner of a Premium Bond may realize a taxable gain upon disposition of the Premium Bond even though it is sold or redeemed for. an amount less than or equal to the owner's original 32 acquisition cost. Owners of any Premium Bond should consult their own tax advisors regarding the treatment of bond premium for Federal income tax purposes, including various special rules relating thereto, and state and local tax consequences, in connection with the acquisition, ownership, amortization of bond premium on, sale, exchange, or other disposition of Premium Bonds. Information Reporting and Backup Withholding Information reporting requirements apply to interest on tax-exempt obligations, including the Bonds. In general, such requirements are satisfied if the interest recipient completes,and provides the payor with a Form W-9, "Request for Taxpayer Identification Number and Certification," or if the recipient is one of a limited class of exempt recipients. A recipient not otherwise exempt from information reporting who fails to satisfy the information reporting requirements will be subject to "backup withholding," which means that the payor is required to deduct and withhold a tax from the interest payment, calculated in the manner set forth in the Code. For the foregoing purpose, a "payor" generally refers to the person or entity from whom a recipient receives its payments of interest or who collects such payments on behalf of the recipient. If an owner purchasing a Bond through a brokerage account has executed a Form W-9 in connection with the establishment of such account, as generally can be expected,no backup withholding should occur. In any event, backup withholding does not affect the excludability of the interest on the Bonds from gross income for Federal income tax purposes. Any amounts withheld pursuant to backup withholding would be allowed as a refund or a credit against the owner's Federal income tax once the required information is furnished to the Internal Revenue Service. Miscellaneous Tax legislation, administrative actions taken by tax authorities, or court decisions, whether at the Federal or state level, may adversely affect the tax-exempt status of interest on the Bonds under Federal or state law or otherwise prevent beneficial owners of the Bonds from realizing the full current benefit of the tax status of such interest. In addition, such legislation or actions (whether currently proposed,proposed in the future, or enacted)and such decisions could affect the market price or marketability of the Bonds. For example, budgets proposed by the Obama Administration from time to time have recommended a 28% limitation on certain itemized deductions and other tax benefits, including tax-exempt interest. The net effect of such a proposal, if enacted into law, would be that an owner of a tax-exempt obligation with a marginal tax rate in excess of 28% would pay some amount of Federal income tax with respect to the interest on such tax-exempt obligation,regardless of issue date. Prospective purchasers of the Bonds should consult their own tax advisors regarding the foregoing matters. DOCUMENTS ACCOMPANYING DELIVERY OF THE BONDS Absence of Litigation Upon delivery of the Bonds, the Town shall furnish a certificate of the Town Attorney, dated the date of delivery of the Bonds, to the effect that there is no controversy or litigation of any nature pending or threatened to restrain or enjoin the issuance, sale, execution or delivery of the Bonds, or in any way contesting or affecting the validity of the Bonds or any of the proceedings taken with respect to the issuance and sale thereof or the application of moneys to the payment of the Bonds, and further stating that there is no controversy or litigation of any nature now pending or threatened by or against the Town wherein an adverse judgment or ruling could have a material adverse impact on the financial condition of the Town or adversely affect the power of the Town to levy, collect and enforce the collection of taxes or other revenues for the payment of the Bonds, which has not been disclosed in this Official Statement. Legal Matters Legal matters incident to the authorization, issuance and sale of the Bonds will be subject to the final approving opinion of Hawkins Delafield& Wood LLP, Bond Counsel, substantially as set forth in Appendix C. 33 Closing Certificates Upon the delivery of the Bonds, the Purchaser will be furnished with the following items: (i) a Certificate of the Supervisor to the effect that as of the date of this Official Statement and at all times subsequent thereto,up to and including the time of delivery of the Bonds, this.Official Statement did not and does not contain any untrue statement of a material fact or omit a material fact necessary to make the,statements herein, in the light of the circumstances under which they were made, not misleading, and further stating that there has been no adverse material change in the financial condition of the Town since the date of this Official Statement to the date of issuance of the Bonds; and having attached thereto a copy of this Official Statement; (ii) a Certificate signed by an officer of the Town evidencing payment for the Bonds; (iii) a Signature Certificate evidencing the due execution of the Bonds, including statements that (a) no litigation of any nature is pending or, to the knowledge of the signers, threatened, restraining or enjoining the issuance and delivery of the Bonds or the levy and collection of taxes to pay the principal of and interest thereon, nor in any manner questioning the proceedings and authority under which the Bonds were authorized or affecting the validity of the Bonds thereunder, (b) neither the corporate existence or, boundaries of the Town nor the title of any of the officers thereof to their respective offices is being contested, and (c) no authority or proceedings for the issuance of the Bonds have been repealed, revoked or rescinded; and (iv) a Tax Certificate executed by the Supervisor, as described under"Tax Matters," herein. DISCLOSURE UNDERTAKING At the time of the delivery of the Bonds, the Town will provide an executed copy of its Undertaking to Provide Continuing Disclosure substantially as set forth in Appendix D. The Town is in compliance in all material respects with its previous undertakings made pursuant to Rule 15c2-12 within the last five years. BOND RATING The Town has applied to Moody's Investors Service("Moody's' 7 WTC at Greenwich Street,New York, NY, Phone: (212) 553-4055 and Fax: (212) 298-6761, for a rating on t e Bonds. Moody's has assigned its rating of"Aa I" to the outstanding bonds of the Town. This rating reflects only the view of such rating agency and an explanation of the significance of such rating should be obtained from Moody's. There can be no assurance that such rating will not be revised or withdrawn, if in the judgment of market price and the availability of a secondary market for the outstanding bonds and notes of the Town. VERIFICATION OF MATHEMATICAL COMPUTATIONS Causey Demgen & Moore Inc. will verify from the information provided to them, the mathematical accuracy, as of the date of the closing of the Bonds, of: (1) the computations contained in the provided schedules to determine that the anticipated receipts from the Government Obligations and cash deposits listed in the underwriter's schedules, to be held in escrow, will be sufficient to pay, when due, the principal, interest and call premium requirements of the Refunded Bonds, and (2) the computations of the yield on both the Government Obligations and the Bonds contained in the provided schedules to be used by Hawkins Delafield& Wood LLP, as Bond Counsel to the District for the Bonds, in its determination that the interest on the Bonds is excludable from gross income for Federal income tax purposes. Causey Demgen & Moore Inc. will express no opinion on the assumptions provided to them, nor as to the exclusion from taxation of the interest on the Bonds. The accuracy of the mathematical computations regarding the adequacy of the cash,as deposit in the Escrow Fund, to pay, when due, the principal of and interest on the Refunded Bonds on the applicable payment date(s) will be verified by Causey Demgen & Moore, P.C. Such verification of the accuracy of the mathematical computation will be based, in part, upon factual information supplied by the District and the Purchaser or the Municipal Advisor. 34 MUNCIPAL ADVISOR Munistat Services, Inc. (the "Municipal Advisor"), is a Municipal Advisor, registered with the Securities and Exchange Commission and the Municipal Securities Rulemaking Board. The Municipal Advisor serves as independent financial advisor to the Town on matters relating to debt management. The Municipal Advisor is a financial advisory and consulting organization and is not engaged in the business of underwriting, marketing, or trading municipal securities or any other negotiated instruments. The Municipal Advisor has provided advice as to the plan of financing and the structuring of the Bonds and has reviewed and commented on certain legal documents, including this Official Statement. The advice on the plan of financing and the structuring of the Bonds was based on materials provided by the Town and other sources of information believed to be reliable. The Municipal Advisor has not audited, authenticated, or otherwise verified the information provided by the Town or the information set forth in this Official Statement or any other information available to the Town with respect to the appropriateness, accuracy, or completeness of disclosure of such information and no guarantee, warranty, or other representation is made by the Municipal Advisor respecting the accuracy and completeness of or any other matter related to such information and this Official Statement. ADDITIONAL INFORMATION Additional information may be obtained upon request from the office of the Supervisor,Town of Southold, 53095 Route 25, P.O. Box 1179, Southold, New York 11971, telephone number 631/765-1800, or from the office of Munistat Services, Inc., 12 Roosevelt Avenue, Port Jefferson Station, New York 11776, telephone number 631/331-8888. Munistat Services, Inc. may place a copy of this Official Statement on its website at www.munistat.com. Unless this Official Statement specifically indicates otherwise, no statement on such website is included by specific reference or constitutes a part of this Official Statement. Munistat Services, Inc. has prepared such website information for convenience, but no decisions should be made in reliance upon that information. Typographical or other errors may have occurred in converting original source documents to digital format, and neither the Town nor Munistat Services, Inc. assumes any liability or responsibility for errors or omissions on such website. Further, Munistat Services, Inc. and the Town disclaim any duty or obligation either to update or to maintain that information or any responsibility or liability for any damages caused by viruses in the electronic files on the website. Munistat Services, Inc. and the Town also assumes no liability or responsibility for any errors or omissions,unauthorized editing, or for any updates to dated website information. Any statements in this Official Statement involving matters of opinion or estimates, whether or not expressly stated, are intended as such and not as representations of fact. No representation is made that any of such statements will be, in fact, realized. This Official Statement is not to be construed as a contract or agreement between the Town and the original purchasers or owners of any of the Bonds. The.preparation and distribution of this Official Statement has been authorized by the applicable refunding bond resolution of the Town which delegates to the Supervisor the power to sell and issue the Bonds. TOWN OF SOUTHOLD,NEW YORK By: s s SCOTT A. RUS ELL Supervisor and Chief Fiscal Officer Town of Southold Southold,New York August ,2016 35 APPENDIX A FINANCIAL INFORMATION Balance Sheet General Fund Fiscal Year Ending December 31: 2014 2015 ASSETS Cash and Investments $ 14,881,168 $ 20,496,998 Taxes Receivable 367 Accounts Receivable 108,537 1,708 Due From Other Funds 648,763 433,399 State and Federal Aid Receivables 101,161 28,225 Due From Other Governments 1,029,099 1,148,709 Supply Inventory 2,230 1,674 Prepaid Expenses 1,049,439 1,041,076 Total Assets $ 17,820,397 $ 23,152,156 LIABILITIES AND FUND EQUITY Accounts Payable $ 621,879 $ 575,292 Judgements and Claims 810,302 Due to Other Funds 2,151,175 3,266,668 Due to Component Units 506,293 Due to Other Governments 1,419 5,830,880 Unearned Revenues 5,015,873 5,367,362 Total Liabilities 9,106,941 15,040,202 Fund Balances Nonspendable Fund Balance 1,051,669 1,042,749 Assigned 4,645,794 3,226,028 Unassigned 3,015,993 3,843,178 Total Fund Equity 8,713,456 8,111,955 Total Liabilities and Fund Equity $ 17,820,397 $ 23,152,156 Sources: 2014 Audited Financial Reports & 2015 Unaudited Annual Financial Update Document of the Town("AUD"). The AUD is not prepared in accordance with Generally Accepted Accounting Principles. Table itself NOT audited. Town of Southold Al Statement of Revenues,Expenditures and Changes in Fund Balance General Fund Town Wide Fiscal Year Ending December 31: 2011 2012 2013 2014 2015 Revenues: Real Property Taxes $ 21,734,453 $ 22,412,761 $ 22,215,752 $ 23,042,527 $ 23,191,122 Other Real Property Tax Items 85,765 87,106 88,672 90,140 84,468 Non-Property Tax Items 885,473 885,473 885,473 885,473 1,019,873 Departmental Income 529,774 365,375 371,612 506,796 378,566 Intergovernmental Charges 271,087 265,515 281,879 318,300 201,872 Use of Money&Property 270,073 258,080 218,061 221,700 202,337 Licenses&Permits 269,551 252,802 399,053 323;828 334,392 Fines&Forfeitures 184,388 171,918 209,013 168,973 285,314 Sale of Property&Comp.for Loss 1,024,171 352,696 330,688 148,833 149,521 Miscellaneous Local Sources 310,392 306,501 238,438 239,221 44,569 Interfund Revenues 30,000 30,000 30,000 State Aid 1,133,604 1,108,200 1,267,765 1,333,819 1,488,134 Federal Aid 508,605 243,693 190,639 212,069 178,358 Total Revenues 27,207,336 26,740,120 26,727,045 27,521,679 27,558,527 Expenditures: General Government Support 5,796,536 5,674,226 5,463,810 5,965,043 5,898,933 Public Safety 9,247,050 8,680,449 9,308,943 9,363,682 9,843,839 Public Health 33,788 33,800 33,300 33,300 40,964 Transportation 474,404 474,117 495,712 488,925 496,164 Economic Assistance&Opportunity 1,165,355 1,229,260 1,231,227 1,279,830 1,270,735 Culture&Recreation 277,281 285,985 298,472 299,708 296,303 Home&Community Services 419,977 421,661 403,734 354,646 367,820 Employee Benefits 7,534,913 8,192,073 8,526,179 8,753,791 8,343,227 Debt Service Principal&Interest 800,115 849,415 676,849 672,603 858,690 Total Expenditures 25,749,419 25,840,986 26,438,226 27,211,528 27,416,673 Excess(Deficiency)of Revenues Over Expenditures 1,457,917 899,134 288,819 310,151 141,854 Operating Transfers In 30,000 Operating Transfers Out (686,286) (224,372) (404,982) (380,026) (743,355) Total Other Financing Sources(Uses) (656,286) (224,372) (404,982) (380,026) (743,355) Excess(Deficiency)of Revenues and Other Sources Over Expenditures and Other Uses 801,631 674,762 (116,163) (69,875) (601,501) Fund Balance Beginning of Year 7,423,101 8,224,732 8,899,494 8,783,331 8,713,456 Adjustments Fund Balance End of Year $ 8,224,732 $ 8,899,494 $ 8,783,331 $ 8,713,456 8,111,955 Sources:Audited Financial Reports of the Town(2011-2014)&Unaudited Annual Update Document for 2015("AUD") The AUD is not prepared in accordance with Generally Accepted Accounting Principles Table itself NOT audited. Town of Southold. A2 Statement of Revenues,Expenditures and Changes in Fund Balance Highway Fund Town Wide Fiscal Year Ending December 31: 2011 2012 2013 2014 2015 Revenues: Real Property Taxes S 4,586,896 S 4,762,749 S 4,935,817 S 4,719,206 S 4,641,266 Other Real Property Tax Items 7,148 7,569 7,749 7,532 4,641 Intergovernmental Charges 20,240 Departmental Income Use of Money&Property 6,583 11,971 9,778 7,927 5,579 Licenses&Permits 10,410 12,322 17,808 20,821 15,737 Sale of Property&Comp.for Loss 9,950 5,624 33,181 7,954 Miscellaneous Local Sources 3,399 8,500 State Aid 416,217 338,278 422,878 391,204 644,078 Federal Aid 240,253 463,710 78,979 12,735 69,196 Total Revenues 5,277,457 5,599,998 5,498,873 5,192,606 5,396,951 Expenditures: General Government Support 6,283 6,610 6,831 7,215 7,462 Transportation 3,175,948 3,258,750 3,452,305 3,537,370 4,081,500 Employee Benefits 1,517,515 1,706,967 1,970,194 1,769,381 1,705,582 Debt Service Principal&Interest 96,657 187,896 96,281 94,573 224,267 Total Expenditures 4,796,403 5,160,223 5,525,611 5,408,539 6,018,811 Excess(Deficiency)of Revenues Over Expenditures 481,054 439,775 (26,738) (215,933) (6217860) Operating Transfers In 95,000 88,152 225,730 Operating Transfers Out (129,000) (120,977) (157,671) (53,000) Total Other Financing Sources(Uses) (129,000) (120,977) (62,671) 35,152 225,730 Excess(Deficiency)of Revenues and Other Sources Over Expenditures and Other Uses 352,054 318,798 (89,409) (180,781) (396,130) Fund Balance Beginning of Year 642,466 994,520 1,313,318 1,223,909 1,043,128 Prior Perdiod Adjustments Fund Balance End of Year S 994,520 S 1,313,318 S 1,223,909 S 1,043,128 S 647,006 Sources:Audited Financial Reports of the Town(2011-2014)&Unaudited Annual Update Document for 2015 The AUD is not prepared in accordance with Generally Accepted Accounting Principles Town of Southold A3 Statement of Revenues,Expenditures and Changes in Fund Balance Non-Major Government Funds Fiscal Year Ending December 31: 2011 •2012 2013 2014 2015 Revenues: Real Property Taxes $ 3,373,173 $ 3,239,132 $ 3,810,118 $ 3,658,085 $ 3,337,193 Other Real Property Tax Items 1,364 996 1,415 1,138 344 Non-Property Tax Items 314,260 530,485 568,005 612,931 624,435 Departmental Income 2,501,551 2,592,333 2,752,197 2,913,609 2,210,663 Use of Money&Property 15;522 9,089 10,060 9,507 25,000 Licenses&Permits 168,084 176,377 191,973 156,938 172,480 Sale of Property&Comp.for Loss 358,459 321,485 340,331 385,907 235,652 Miscellaneous Local Sources 9,983 657 6,909 905 State Aid 149,462 160,184 251,118 205,055 137,721 Federal Aid 197,389 272,389 43,810 140,874 52,539 Total Revenues 7,089,247 7,303,127 7,975,936 8,084,949 6,796,027 Expenditures: General Government Support 75,439 85,247 56,449 63,620 39,307 Public Safety 1,283,580 1,297,524 1,245,237 1,322,816 1,353,166 Home&Community Services 3,524,760 3,743,899 3,864,700 4,182,189 3,551,291 Employee Benefits 1,181,638 1,262,617 1,362,722 1,273,321 1,296,114 Debt Service Principal&Interest 668,337 685,220 687,086 676,208 757,865 Total Expenditures 6,733,754 7,074,507 7,216,194 7,518,154 6,997,743 Excess(Deficiency)of Revenues Over Expenditures 355,493 228,620 759,742 566,795 (201,716) Operating Transfers In 51,274 Operating Transfers Out (325,171) (260,000) (150,000) (133,754) Total Other Financing Sources(Uses) (325,171) (260,000) (150,000) (133,754) 51,274 Excess(Deficiency)of Revenues and Other Sources Over Expenditures and Other Uses 30,322 (31,380) 609,742 433,041 (150,442) Fund Balance Beginning of Year 1,238,789 1,269,111 1,237,731 1,847,473 2,280,514 Adjustments Fund Balance End of Year $ 1,269,111 $ 1,237,731 $ 1,847,473 $ 2,280,514 $ 2,130,077 (1)Includes the following funds:General Fund Part Town,Special Grant Fund,East-West Fire Protection Fund,Southold Wastewater District,Fishers Island Sewer District and Solid Waste Management Sources:Audited Financial Reports of the Town(2011-2014)&Unaudited Annual Update Document for 2015 The AUD is not prepared in accordance with Generally Accepted Accounting Principles Town of Southold A4 Budget Summary 2015 Fiscal Year Ending December 31,2015 Appropriations&Provisions Less: Less: Amount to Be Raised Fund for Other Uses Estimated Revenues Unexpended Balance by Tax General $ 29,911,682 $ 3,920,560 $ 2,800,000 $ 23,191,122 General-Outside Village 2,200,586 1,337,870 570,000 292,716 Highway-Townwide 5,547,885 449,319 460,000 4,638,566 Community Development 74,310 - 74,310 0 Risk Retention Fund 542,000 542,000 0 Community Preservation Fund 9,889,950 5,463,000 4,426,950 0 Employees Health Plan 100,000 (605,000) 705,000 0 Total-Town $ 48,266,413 $ 11,182,059 $ 8,961,950 $ 28,122,404 Orient Road Improvement District 3,340 640 2,700 East-West Fire Protection District 772,136 500 6,800 764,836 Fishers Island Ferry District 4,485,461 3,260,488 436,870 788,103 Solid Waste Management District 4,551,066 2,329,500 50,000 2,171,566 Southold Wastewater District 111,825 3,750 108,075 Fishers Island Sewer District 33,750 33,750 0 F.I.Refuse&Garbage District 610,540 51,897 558,643 Orient Mosquito District 86,700 86,700 Subtotal-Special Districts $ 10,654,818 $ 5,676,135 $ 498,060 $ 4,480,623 Orient-East Marion Park District 55,000 15,000 40,000 Southold Park District 327,726 327,726 Cutchogue-New Suffolk Park Dist. 140,000 140,000 Mattituck Park District 527,917 34,435 80,930 412,552 Subtotal-Park Districts $ 1,050,643 $ 49,435 $ 80,930 $ 920,278 Fishers Island Fire District 395,200 25 395,175 Orient Fire District 669,295 51,250 618,045 East Marion Fire District 610,745 86,100 15,000 509,645 Southold Fire District 1,885,031 23,486 1,861,545 Cutchogue Fire District 1,350,633 1,000 1,349,633 Mattituck Fire District 1,890,426 1,890,426 Subtotal-Fire Districts $ 6,801,330 $ 161,861 $ 15,000 $ 6,624,469 Total-All Districts 18,506,791 5,887,431 593,990 12,025,370 Grand Total $ 66,773,204 $ 17,069,490 $ 9,555,940 $ 40,147,774 Source:Adopted Budget of the Town. Town of Southold A5 Budget Summary 2016 Fiscal Year Ending December 31,2016 Appropriations&Provisions Less: Less: Amount to Be Raised Fund for Other Uses Estimated Revenues Unexpended Balance by Tax General $ 30,574,287 $ 4,582,808 $ 2,000,000 $ 23,991,479 General-Outside Village 2,312,486 1,491,058 340,000 481,428 Highway-Townwide 5,954,010 443,580 250,000 5,260,430 Community Development 49,165 49,165 0 Risk Retention Fund 542,000 542,000 0 Community Preservation Fund 12,711,500 6,507,500 6,204,000 0 Employees Health Plan 0 Total-Town $ 52,143,448 $ 13,616,111 $ 8,794,000 $ 29,733,337 Orient Road Improvement District 3,190 440 2,750 East-West Fire Protection District 759,191 285 6,000 752,906 Fishers Island Ferry District 4,292,104 3,495,946 796,158 Solid Waste Management District 4,140,507 1,902,700 250,000 1,987,807 Southold Wastewater District 0 Fishers Island Sewer District 31,500 31,500 0 F.I.Refuse&Garbage District 614,871 52,150 562,721 Orient Mosquito District 88,430 88,430 Subtotal-Special Districts $ 9,929,793 $ 5,482,581 $ 256,440 $ 4,190,772 Orient-East Marion Park District 54,000 10,000 44,000 Southold Park District 327,726 327,726 Cutchogue-New Suffolk Park Dist. 140,000 140,000 Mattituck Park District 535,756 34,435 80,930 420,391 Subtotal-Park Districts $ 1,057,482 $ 34,435 $ 90,930 $ 932,117 Fishers Island Fire District 398,050 15 398,035 Orient Fire District 671,295 53,100 618,195 East Marion Fire District 599,337 89,928 509,409 Southold Fire District 1,896,950 24,190 1,872,760 Cutchogue Fire District 1,389,650 1,000 17,745 1,370,905 Mattituck Fire District 1,911,189 1,911,189 Subtotal-Fire Districts $ 6,866,471 $ 168,233 $ 17,745 $ 6,680,493 Total-All Districts 17,853,746 5,685,249 365,115 11,803,382 Grand Total $ 69,997,194 $ 19,301,360 $ 9,159,115 $ 41,536,719 Source:Adopted Budget of the Town. Town of Southold A6 TOWN OF SOUTHOLD APPENDIX B UNAUDITED FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31,2015 NOTE: SUCH FINANCIAL REPORT AND OPINIONS WERE PREPARED AS OF THE DATE THEREOF AND HAVE NOT BEEN REVIEWED AND/OR UPDATED IN CONNECTION WITH THE PREPARATION AND DISSEMINATION OF THIS OFFICIAL STATEMENT. CONSENT OF THE AUDITORS HAS NOT BEEN REQUESTED OR OBTAINED. APPENDIX C FORM OF BOND COUNEL OPINION APPENDIX D FORM OF CONTINUING DISCLOSURE UNDERTAKIN AC 973 (Rev. 7/85) Cities under 125,000 population Counties Towns Villages STATE OF NEW YORK OFFICE OF THE STATE COMPTROLLER ALBANY,NEW YORK 12236 DEBT STATEMENT OF TOWN OF SOUTHOLD SUFFOLK COUNTY,NEW YORK PREPARED AS OF AUGUST 31,2016 THE FOLLOWING IS A STATEMENT OF THE TOWN OF SOUTHOLD IN THE COUNTY OF SUFFOLK, NEW YORK, TO CONTRACT INDEBTEDNESS, AND IS PREPARED AS OF AUGUST 31, 2016 PURSUANT TO TITLE 8,ARTICLE H OF THE LOCAL FINANCE LAW. DEBT LIMIT Counties(except Nassau), cities,towns and villages......................................................................... $661,473,818 Multiply"Average Full Valuation"(page 5),Line 7 by.07 (Nassau County.10) TOTAL NET INDEBTEDNESS Total Inclusions(page 5).................................................................................................................... $ 36,138,000 Less:Total Exclusions(Page 6)......................................................................................................... 0 Total Net Indebtedness......................................................... ......... $ 3 6.13 8.000 NET DEBT-CONTRACTING MARGIN DebtLimit(Above)............................................................................................................................ $661,473,818 Less:Total Net Indebtedness(Above)............................................................................................... 36,138,000 Net Debt-Contracting Margin............................................................................................................ $ 25.335.818 PERCENTAGE OF DEBT-CONTRACTING POWER EXHAUSTED Divide "Total Net Indebtedness" by"Debt Limit"and enter result here............................................ 5.46% PROPOSED BOND ISSUE The amount of bonds proposed to be sold at public sale on September 13,2016 in connection with which this statement is made and filed is .................................:............................................. $ 19,340,000 The amount of bond anticipation notes heretofore issued in anticipation of the sale and issuance of such bonds and included at 'Borrowings" at Item 1 of Inclusions atpage 5 is.......................................................................................................................................... $ 0 -1- STATEMENT OF TOTAL DEBT AVERAGE FULL VALUATION OF TAXABLE REAL ESTATE Computation of Average Full Valuation Based on Last Five Completed Assessment Rolls (1) (2) (3) Taxable Assessed Full Valuation of Line For Fiscal Valuation of Final State Taxable Real Estate No. Year Ending Real Estate Equalization Rate (Column 1 - Column 2) L' 12-31-12 $108,282,986 1.11% $9,755,223,964 2. 12-31-13 107,853,985 1.15 9,378,607,391 3. 12-31-14 107,615,154 1.18 9,119;928,305 4. 12-31-15 107,43 8,154 1.17 9,182,748,205 5. 12-31-16 107,927,842 1.10 9,811,622,000 6. Total of Lines 1 to 5 Inclusive $47,248,129,865 .7. Average Full Valuation(115 of Total of Column 3 ........................................... 9.449.625.973 INCLUSIONS 1. Borrowings. Sec. 135.00(a)(1).................................................................................................... $ 36,138,000 2. Real Property Liabilities. Sec. 135.00(a)(2)................................................................................ 3. Contract Liabilities. Sec. 135.00(a)(3)......................................................................................... 4. Cities, Towns and Villages: Contract Liabilities: Housing Guarantees; Subsidies. Sec. 13 5.00(a)(4),(a)(4-a),(a)(4-b)........................................................................................ 5. Cities,Towns,Villages: State Loans to Certain Housing Authorities and Municipalities. Sec. 135.00(a)(5)......................................................................................... 6. Judgments, Claims, Awards and Determinations. Sec. 135.00(a)(6).................................................................................................................. 7. Cities,Towns,Villages: Indebtedness Contracted by Certain District Corporations. Sec. 135.00(a)(7)................................................................................................................. 8. Indebtedness Contracted or incurred Pursuant to Article 11, Title 1-A of the Local Finance Law in relation to a Joint Service of Joint Water, Sewage, or Drainage Project: (See Instruction 5, Page 2.) (a)Borrowings: Sewer Indebtedness.......................................................................................... (b)Borrowings: Allocated or Apportioned Joint Indebtedness.................................................. (c)Real Property Liabilities....................................................................................................... (d)Contract Liabilities............................................................................................................... (e)Judgments, Claims, Awards and Determinations................................................................. TOTAL INCLUSIONS .................................................................................. $ 36.138.000 -2- GROSS JOINT INDEBTEDNESS The aggregate gross amount of all joint indebtedness before apportionment of allocation is........................................................................................ $ (See Instruction 6,page 3.) EXCLUSIONS 1. Tax and Revenue Obligations. Sec. 136.00(1)......................................................................... $ 2. Obligations Issued for other than Capital Improvements. . Sec. 136.00(1-a)..................................................................................................................... 3. Water Indebtedness. Sec. 136.00(2)......................................................................................... 4.Indebtedness Contracted for Self-Liquidating Projects. Sec. 136.00(3) ........................................................................................................................ 5. Sewer Indebtedness Contracted on or after January 1, 1962, and prior to January 1, 1994. See.13 6.00(4-a) ....................................................................... 6. Bonds for Pensions. Sec. 136.00(4) ......................................................................................... 7. Cities and Villages with Population of 5,000 or More: Indebtedness for Housing and Urban Renewal Purposes. Sec. 136.00(8) ........................................................................................................................ (See also, if applicable, indebtedness for housing or urban renewal purposes(Sec. 136.00(8-a)). 8. Towns and Villages with Population of Less than 5,000: Subsidies or Guarantees for Housing Purposes. Sec 136.00(9) ............................................. 9.Assets of Sinking Funds. Sec. 136.00(10)................................................................................ 10. Refunded and Refunding bonds. Sec. 136.00(10-a)(10-b)....................................................... 11. Cash on Hand for Debts. Sec. 136.00(11)................................................................................ 0 12.Appropriations. Sec. 136.00(12) .............................................................................................. 0 13. Cities Only: School Indebtedness. Sec. 136.00(13).................................................................................... 14. (a) Several Indebtedness Contracted in relation to a Joint Water Project. Sec. 15.50............................................................................................... (a) (b)Joint Indebtedness Contracted for such Purpose.............................................................. (b) 15. (a) Several Indebtedness Contracted for a Joint Service and Excluded Pursuant to Local Finance Law, Sec. 15.20 and 123.00............................................................................................................................. (a) (b)The Apportioned or Allocated Amount of any such Joint Indebtedness so Excluded .............................................................................................. (b) 16. (a) Several Indebtedness Contracted for a Joint Sewage and/or Drainage Project and Excluded Pursuant to Local Finance Law, Sec. 123.00 and 124.10.................................................................. (a) (b)The Apportioned or Allocated Amount of any such Joint Indebtedness so Excluded .............................................................................................. (b) TOTAL EXCLUSIONS ..................................................................................... $ 0 -3- SCHEDULE A PART 1. The following obligations will be sold at the sale in connection with which this debt statement is filed: Date of Type of Amount Object or Purpose for Authorization Obligation to be Sold which Authorized 07-21-16 RefSB $19,340,000 Refund outstanding portion of 2008,2009,2011 Bonds PART 2. The following bond anticipation notes have been issued in anticipation of the bonds listed in PART 1 above,and are now outstanding. Date of Note Amount Object or Purpose for which Authorized SCHEDULE B PART 1.There are no obligations which are authorized, unissued and which will be sold prior to the sale of the obligations listed in Schedule A, PART 1. PART 2. The following obligations are authorized,unissued and will not be sold prior to the sale of the obligations listed in Schedule A,PART 1. Amount Date-of Type of for which Object or Purpose for Authorization Obligation Authorized which Authorized 08-16-11 SB $439,100 Stormwater Mitigation -4- VERIFICATION BY CHIEF FISCAL OFFICER State of New York SS: County of Suffolk Scott A. Russell, being duly sworn, deposes and says: That he is the duly elected, qualified, and acting chief fiscal officer of the Town of Brookhaven, in the County of Suffolk,New York;that he prepared and has read the foregoing debt statement and knows the contents thereof, that the same is true to his own knowledge except as to the matters therein stated to be alleged upon information and belief, and that as to those matters he believes it to be true. upervisor Town Hall 53095 Route 25A PO Box 11791 Southold,N.Y. 11971 SUBSCRIBED AND __SWORN TO BEFORE THIS IIJ DAY OF , 2016 NOTAR PUBLIC MICHELLE L. TOMASZEWSKI NOTARY PUBLIC-STATE Of NEW YORK No. 01T06156671 Qualified in Suffolk County My Commission Expires November 27, 2018 -5- Copy City and County of New York, ss.: - ®f Yohanna Beato being duly sworn, says that she is the Billing Advertisement Coordinator of the BOND BUYER, a daily newspaper printed and published at One State Street PIaza, in the City of New York, County of Of New York, State of New York; and the notice, of which the annexed is a printed copy, was regularly published in said BOND BUYER on September 7`h,2016. u' Billing Coordinator Subscribed and sworn to before me this September 9`h,2016 Cynthia D. Lewis Notary Public, State of New York No. 01 LE6202296 Qualified in New York County Commission Expires March 9,_;�Z1' F, L, 'tel ? �w' O!O.. ® '"tyS NIG 1€ o� i SlatI IM,.�'�SO ���r� f� Wednesday September?2016 ;:'a*+ t'+Et'4w a Tya ,«t`a*'-P•.is' M s sl} k` 4° .�'"#.:- +1{ [ EFS '�;W�tnww bondbuyereom i s?�at s ve ,+ aKd K :q r �� N{ Axat t ° r u �" �'• t�sjc iK TOWN OF SOITIHOI Dtts r of natunry y y� yF s {X,C am tgPisd^ a a t S ss+,�� Ax +.-''`IN IHECOiI_1VTY OF SUFFO ANEW YORK `r It+`mss' a condrnon precedent totkie corts[d ranoii of lits proposal a good fazt}i deposit(thDepos[t'� -- irk qty - Y. g„r may- .r.,..yx E tn.t}ie amount of S 193 400 is requved foryeach bid[o be corutdezed Such Deport tztay,be m the vNOTICE OF$19 340000*BAND SALES y s fo m of([)a check drawn uponan mmrpq ted bank or nut inmpany payable to the onler of The t»<t€c4 s+"t'4'7 � - ""3{ 'rClu-`� "- •"3`x- r"t �h`�Town oC South6ldFNew York or:(u)a v�[re transfer m accordance unth tnstrucnons sHet fonh harem. l- 'lipid s SEALED PHOPOSAISywill be received by It Town Supervisor Town of Southold New York it a wire nansfer is tssedtn mus[be sent to the account so desgnated by ythc:Town for sucfi purpose Fyx r'.: 1- at the offices oCMunutat Sernce�s'+Inc 12ltoosevelt Awenu�e Poprt JeHersonStation New Yorke(?] nottw,il[an 1000 - on the date of the sale however the Town reserves then to awaid the C� a ,k/;Yphone No 631 331$688 Fax No 631 331 8834)on Tuesdsy�September.l3 r2016 u M1nl Ll 00Bo ds to he successful b dder whose wue ru afar s mmated but not race ved by sugchdume p ov d )- clock A M(Preva><Itng Tvne)burn iPreos Panty2Electm. B d,Subrt¢sston$yutem(PXt}m')or�by P�,yt such successful bidders fed woe refeien`ce�numbeF has been recetved-and the°ivtre reference _ 1 �r t farsumle[rarutnissioa at which nnie they�mll`be pubhcly�opea d and announced forhe`prchase number u provided on the Proposal for Bonds"dwhen the bid u subrzuned rBiddetslare.,rnswcted C;f i oI519'340 D00 Public Imprnvemtot Hefondmg SetSal Bo:dS-2016(the Bpnds),Mon,ing m ed t [o cpntac[Muntst2i Semces Inct`12 Roosevelt A enue Pon Jefferson Station Ne Yo k(Telephone t '� the arimial pnnppal;installmenrs as shown below bleb together vnth m[erest:twteteon ate expect !„No-631 331 8888)the Towns Fuianc[al Advisor ono later Than twenty four,(24)hourspiiorf[o the s ✓< r to effectuate anvfel: D openuig to obtain the Towna wIhor usttlldecig annuadebt vt d pode fanavr bideTowrishall not meal any liability from delays a "r`51 280 000 on Feliivary 15 v[the year 2017'tr$1 415 OOO.on F binary 15 m the y ar.2024K`" o[orrm[ermpmtis vt the recetpt_of the Depost[.by{ed wire or retain of the_rDepost to tkeuiuuc�- i r 1 220 000 on February 15iin the yeaz 2018 !1 000 on Febniary 15_inthe ypthe 2year:2025' 'Fr-7 �bidders Under no cueumstaiices shall interest acczue:onthe Deposir:ocranoned by a dela in Y 1 225 000 o Feliruary 15 in the:year 2019 ;1x445 000 ort February 15:rnear 026 re �'"" the [um o{the Deport to' any-unsuccessful b dderi4 470No.nitcren on the Deposit will accnte to the i a1,235 000 on February 15 in the year 2020E--"I 485 OOO:o`n Feb ary 15 in the year 2027 '` Purc}iaser The"Deposit w,ll be applied to thepurckiue - ( 1,285 000 on February 15 m die year 2021 .-'1[520 000'onrFehruary 15,in the year 2028 rpt Sealed propotials may be subrnftted elecnotiimlly via Panty"or via facsurule ria mon at(631) ' --= 1;3_15 000 on February 15 m t}ie year 2022 Bial 540 000 o"ti Feb ry 25.in the.ear 2429 ." 331-8834 m-accordance vnth this Noce of Sale until the orae speafiedkierem9No oilier Corm of - y 7 eleetion[c b ddi �servtoes nor tel hone ro sale vnll be ecce ted No,pro osal will beace ted :. 1 345 000 an Feb runty 15 inihe ynr 2023 1 560 000 on Febmary 15 m the ynr2030 & +.eP P PP P P e'P -tt. •_' a oa la aCte};the time forrecervmg proposak spectfiedabove�pBtdders subwtnng:proposals via facsimile ;� the par amount of the tssue purchase pure raid amotmts of the molarities of the Bonds are must use the Proposal fo Bonds form attac}ied hereto tr Once the proposals aze cotiunumnted srtb�ea to change d¢perdtrrg rtpon the actual interest rotes bol mrd[he avrce sful buWnt:miNal e]eciiomnlly via Panty or wa faesimil to the Dutnct each brd will eons¢mte an are ocable offer to, i reoffering yrehis in ordot to effemuae the TowriY phm f refiotdfng rennin ou[stordl g'deM- 3'puzchase the Bonds pursuant to die terms therein provided `, r ;; Accordingly the Town reserves rhe'nght,m its;dlsae[ron,but Drily m lhetaten[necessary to Prospective bidders wutungto:subaut an lectrome bid via Panty must be mnuactedeustomeis mcrcasse or tfeciraae the size f rheic+tie a+ul diematun[iesof th`e Bonds,m'order that the?own f-Panty Prospective bidders who do not have' co vact:with Panty.must nll(212)849,-5021to rmi'efJeentare the,inost ms[effective txf atdmg:of autsfanding bonds Airy adjusbnatts'shaD b;t'ome a&u Tomei By submitting an elecdoiiiE bid Cor the Bonds a biddei..represenrs and_w n—' s - also eJjectrtate attd provide for sitfistmtuaRy level or decitnfng debt sernre for t)te 8ondsSurh to the Town rliacsuch btddet's`�bid Cor the puicltase of the-Boi[ds[s subrhiited for and on behaH of adjr bnents rw7t be`inode mthtrrewenry-fwr t24)hours foitawmg the openvtg of the bu3s.The such-prospecuae bidde by an-office o agetit.,who u duly iuthonzed eo brad dr bidder to a legal; srtr�essful6iMn ntiry_nntherrnthdmwaarrnodtfy its 6ld asoresulr oJarry Bitch post 6ul adfuu valid and en(orceabl convactfoithe purclrase bC the Bonds-` t is :t ment:Arry sorb adlastmeru shag lie rontlusrve'mal Mill be boding vpoti she succeuful InsiderEach prospective bidder who.wsshes t submit an elecaoinc brd shall be"solely responsible to,reg- .71ieBonds of edch maturity,as adlustetl,will.6em interest al rhesame m'!e and mast hove the is[er.to bid via Parity Each qual[f ed prospectve b ddez'shall be solely responsible to rr.k necessary same initial reoJ(eringyfehfs as spedfied for�tlirtr ma[unry by the ittcresifuI brtlder for the Bonds a angemenrs to access Panty for'jn#6ses of subwt¢ng its bid in a timely manner,and in cornpli- I[rs die mtene of this pronslon to-hold tnnstmu,on a per;bund busts the suceaiful•IntldeTs mce with the iequir merits of tivs Nonce of Sale Netthe.the Town'nor;Penry shail.have any,duty . average underwnNng spread.Amsrver the atwml will be rndde to the b4d rt:j hose btdpriidu<'es 'or obhp�non to:i[ridertake such registrar on to bid for any$rospec¢ve bidder or[o provide or assure die long[net tntngt rate cdrubrt¢d as spv,.ifwd 6elmv,sdelyan the basisof the Halls offered, svehaccess to:any,quahfied p ospecnv bidder,-and neither ,the Town nor.Panty shall be responsible. wrthriutiakmg roto ivcaunt arty odjrubnatt m the artrtntnt of Bonds pursuant to this paragraph for::abidders fzduie to regts[er to bid or:for proixr.ope tion ofor have any Itabtltty fol any delays t TheiTown reseroes.the tight to c}iange the time'and/or date:fo the opening-of sealed proposals or iiiie[iupuons oI,-or any iritages nosed-!iy Panty The:ioivn ss using Parity as a commumpaons. `Nonce of any such.cliaiige shall Fie`provrded not.less tban.onet(1.)rhour-pnof-to the tune set fonh mer}iymnn;an It as thejTovins agent;to conductthe elec¢o c biddi_rig for the Tovins Bonds. above far die opeinng o[sealed proposals by means of a supple`ental nonce of sale to beasristmned The To ss potbound by"any:advise or determinanon:of Panty as to bather ariy,Bid`complies:_= over the Th main Mumapal Nevis.vnre F,t.� f A �"`' -`' with-the[eons oE,ihts Notice of•:Sale Albin and expenses incurred"by;prospecu e:bidders,in The Bonds will be dated the d te`of[lieu delivery bleb u exxpeued to be Octobu 4 2016 and connection wish[herr regssrranon an subaussion of bids via'.Panry are the sole responsibility of the - will bear rote est at rate or rates'per anti m specified by the"successful bidder diereCo ina`cco bidders and"the Town ss not responsilrle directly or and redly Cor an}suc}tcosts or expenses If a dance tieremth payable on Febmary 15 2017 August 15'2017 d semiannually thereafter on p ospecnve bidd rncounters'aiiy difficulty in iegtstenry [o_bid or subinitnng o modifying a bid :- Febm ry 15 nd August 15 m each y""ear uru d tnatun[y"tis,rt t 'ant.cta`r for die Bonds i[should telephone Panty and notify the Towns Emanon]Advisor Munurat'Sernces. TheBonds maturing on or before.Febtvary,15,2025 will not be Bub]ecr.&[o,mdempnon prior to Inc jot 631-331--8888(provided'that the Town n shall haveobhgmon to take any action-wbztsoever. mato ty=The Bonds'mm anng on or'after Febm ry 15 2026""-will be sub]ect to-redemp¢onpnor to upon receipooC such notice) t matu'nty at the option of the Town on any date on'or atter February 15 2025-.as a whole or ui pan y.lf:any provisions oCthss Nonce of Sale shaBcoriflict wide incormanon proud d by Parity,as ap- and if m pan,in any order of thea matunty and_m arty irnoun wvndun a mane tot ci-Fd,by lot . proved provideiofelecimmc bidding sernces this Novcc of Sale shall control F rtkerinfoinianoh _ wuhiifa matunty)gat a edemptiori puce equal to.th paz amount 6f"Bonds io be redeemed plus bout Panty dud g y fe'ctiitged may:be'obmined from Panty at(212)849 5021-.The nate accnied interest to the date of tedeinpnon „r,.. '�"iy [y s r��4 fi, h mamtamed by Parityshall constiiute the ofi&l nme with respect to all bids subrmned i-. The Town may select the mom-uesnf the Bonds to be redeemed and the amount m be redeemed I}ie Bonds will:be awarded and sold to tkie bidder tomplyuig vnth the[elms of sale and offering of eachmamnry selected as the Tovin shall detentune to be m'the bee[ r lest of the Town,at the m purrhav sucliusue of Bonds'ai such rate o tales oC teres[per annum as,will produce`[he lowest:: tune of such redemption If less lien all of the Bonds of any iniimnry are to be redeemed.prrot o iuueresc cost over[he lite oCsuch issue and;iC two or mole such bidders offer the same]o es[- rnamniy the particular Bonds of such mamnry.[o be redeemed_s^haB be selected by the Tovmby lot t abet interest cosi alien[o one of sevl bidders selected bytthe Sale Office by,lot fro a -ong a11 said 4, many custotrtarymanner o(selecyon as detemtiri'ed by the Towp,Nonce of such nllfor redemp¢on bdders Ne(mteres[costshall-be detemvned::for each bid'by doubling the semi ntival mterest -f- - shallbe-given by:mailing such nonce to the registered own -not less than ditny(30)days pi36r to rate;compounded'sermannvally�necessary to'dismum all interest and piirit pal payments - i the date set for such redemption Notice of redemp¢on having lieui given as aforesaid the Bonds so payment dates thereof to the dared date of the'�Bonds so[}tat the sum.dC;the p' t;valiie of said called"tor redempnorrshall on the date of redemption set fonh�m such nll for.redemp¢on"]femme payrnenrs equals.ilre puce bid•such puce bid«eluding inieres[airtued io_the date oC delivery+Ilia due and payable together vnth accrued interest to such red€mption date and interest shallcease m ne[:intetest cast shah be nlculate`d from the dated dot oCthe bonds Thesuccesstul bidder tnusi be paidthereon akar such redemption date - �;MI s;P:',3 ,;�;. "` 2` also�pay an amount equal m the interest on th',Bonds d any caned to the date of payment of the E. The:Bonds will be.issued in the form of fullyregts[ered Bonds m denomtnano¢swrrespoariding pufchase pnce [o the'aggregare principal amounts'due m each year of matuntyi�4s a conm¢oa to delivery Off,the - When the successful bidder has been ascertuned[fie Sale Officer wi[I.pzompdy returnall deports;. c Bonds":the suaessful bidder wiB be.:requved to cause such.Hond cemfintesro be G)iegtstered m "de to the persons making the`same except t}e deposit made by such bidders Award of the Bonds--- _ the name of Cede 6-r"Co as nominee of The DepositoryzTrust Company 55 Wate Street New,York, to the sucresstul.b dder o re]ecnon of all bids.is expected to be made prompdy after opening oI the " New York(DTC")Pana(n)depoxicd with DiCto be held m[nut until maturity,:DTC u�ans'eu[o- b dab[the successful bidder ttiay not withdraw lits proposal lino]after 300 o clock PM'(Prevailing k mated depo Tory for secunues and c]nnngho ref secun¢es trznsacnons`and will be.responsibie T-e) E the daytof svth bid opening and thai,only d such award has not been de;prio_to the Ior estalihshmg and riiamtammg a.}iook entry system for recording theKowners}upainte�ests of its vnthdmwal7 The successful bidder will be pio¢ipdy notified�'oE die a ardio hint and il�lie refuses pattinpznts which iricludercenambanks wet companies and:seNn¢es dealers and thetransfers or neglear to-payih greed.pnce oC the Bonds less the amount deported by hon the amount de-. ` n of themferests ninon its ran ants The DTC�ainn ants wtllbe nstble'Cor estabkshui and osued hmi skull be foduted--to and retained b the Towrtas h mdated lama es for such tie leer' g Pa P x P P respo g P by Y q g 8 mamtaunng recdrdslmth respect to'the beneCicialiownersiup interests of mdmdual purchasers m t,or, - me Bonds Individualrpumhases o[.benefici�alrownersmp interests in ffi jBorids may�nly b emade -<77fe Town reserves the ng.t lc�re]ect any and_all b ds(regardless of the mierrst rate bid);to re]ett': tkuouglr',book enures(vnthout certificates[sstied-by the Tow)iiiade on tbe:liooks andsrecords of Zany:bid not comP}ymg vnih[kits-otfiaal Notice`:of Sale and,.so;faz as perautied by iaw to waive any.- .. DTC(or;successor deposmry)and-vs pamcipantst'in denommanons of$SOOOi trii[egral m In uregolanty or.udormaltty with-respect to anytbid or die bidduig process a "t plea thereof Pnnapal,of and interest on the Bonds,wdl be payable by die Towrt or its agent by woe if the Bonds-qualify for tcsuance of arty pohcy:of mumapalbond uisurance or commitment there �.}, irrans(er=or m dearnigliovse funds ta.DTC o>u nominee as registered owner of;the Bonds ransfer for i the opnonoi bidde die purchase of any such uisurence policy or"the issuance.oC any such [ of pnnclpal and interest payments,[o pamcryants of DTC will be tkie resporuiliility of DTC¢-myisfu oC coinmrmien[therefor shall be at sole option azid expersse'of slluch bidde.and any vicreased costs rr pnnctpa'oZl artd mteresipayments to benefiafal ow�iiers by pammpants of DTC wiIl,:be die:espoasibdiry t of issuance oC the Bonds resultmgby reason oi;tle same.un�Illess otherwise paid shall be;paid by`sgch. ' of sucli'pamapazits and oche'nominees of be'neSeial Dumais The Town will-n'ot be respoble or b dder Any failureof the Bondsto be so msvied'or of ny such policy;of insurance to be issued;shall liable for a encs.b DTC to its amu or DTC incl tato benefiaal owners or for not consnmte Huse for a Lvlurcoi refusal the umhase of the Bonds to acce t dehve of and• P Ym Y} P PaTiss v�'i Pa Pani by P P ry PaY aiatntairinig supervisuig or reviewing the recordsatamtamedbySDTC,us pamcipants or persons for sazd Bondsin accordance vntli the teems hereof itf r + ar'v- acnngttirough such par¢cipants �;' a :}3 '�°r'2p sy sk-,;; ryk7'y' .; Tlie proceeds of thesBonds will be used�to refund cenam.outstandmg sepal bonds oC the Town. 1 rPFacliproposal mustbeabid oC not less dian$19340000forall oCthe Bonds and muststatema "'s. In and 2011..ash -t tar -sir't.„ i j fq~< t 3r multiple of one hundredth of 1%ora mul¢ple{of�one-etgh�cjl%the rateor rates of mt�est per p(e Bonds shall'�be°general obligations of thePTown andrsliall contain,a;pledge oC theCatth and.' . annuIn In h the Bonds a[e_to bear and may state different.rates of Interest for Bonds maturing m-,y credit oC the Town to the payment of the prinapal thereoRand the thereon-+The Stale_ different nlenda years promded}however that:(i)�otily onerateof interest maybe bid Ior all Bonds Cmisnm¢onrequires the Towmto pledge tis.fmth"and credit for,the payment oC the principal of the tnaiuriag in any oneialendaz-yeaz and(»)vanadons m es-fin so brd�rnay be marry.order nr don nesrpoge iK. , fi }w-Y•`'.d'1''n',r.r .w, tM eft -.: ..�"-, T �'' max.a"`r .Yr 5-1 2 .r � v' ''-S s3 r..�.� s k.1"r a°rS `.➢ � o-� ��, a 2�tic� �� •� sw � 1 [a'>,.vrs r. .�s�"; °_ r.,ar ,r)"'•f .� yY��$l(1i6p�f�� $#�l�a�S00i� [��.����'F� ?x��.�e^"' �s rd- x N '") •''•'�`d s -'' _ d,� a�Y�fx i2vE..•�.Lt:� "... yz.s r' -d' '.; ' 2�[,..t v wry-.�.r` -r k ., r t �eaFs,� lq Ne+�o�radRe, - i-.-zy x y cf,.q yy'x ,.;t+ "t,�,xt '43° Otho[han,az may be set fonhtkte Prehmmary�Offioal 5ta[emem the Town u m mmpbance ink and the ovetestthereon audio make annual appropriations for the amounts requurd',fothe sallmatenal respectsvnth i�uprevious undertakings made pursuant to Rule-15c2 12 during earl[of t 4^ Z payment of such interest and the redemption of they Bonds The�State Consummn also provtd�tha[.ztaic:pas five years• t _'s9�'adta' _, } aF its i`r'a - a' •F-w if at.any time the ppropnaung:atithonties failt%malee ihe,req`mimappropnanons Cor theatmual :ILe Town will provide atnsonable number.of OHiael Statemeaus to thes'uccess[ul bidder wtmin - rti �t-Y�'deDt sernce on the Bonds and cena[ii othe obligations of the Tocvnla suffiaent sum shall be sc[apart�seven(7)rbusu[ees days after award to the successful bidder:Such b[dder.may spect(y#a appbnble - e t`�.from EM—the fus[�revenves RMSTIS, and s}izll be apphedyf,•,or Such pu�rpos and alsoitlia[the (a)pHenng price(s)'t(b)I'sellurg comliensation(c)nn�tg(s)'t(d)cnei(tt`enk�9ncement and.W idennty ., fisml dfficer of the Tovm may be required to set apart and applystrch revenud az aforesaid atthe smt p andcomplete;natne of such bidde and any pamnpanng`underwnters and'rf so the Prelunmary Of T-' any-bolder o(.sv �obhgationsA. .i= c „+tA' �r^, av d 't,,.reu'9'f' „�-, zz ` ,rficial Statemexu.will be mod[fied;or supplemented by the utformanon so speafiedt-Nettlier the Town '+ '+For the payment o{such prmeipal'of and interest on the Bonds the Tpwnlias the power and scam nor.irs firiancral ailvssor nor Bond Counsel sliaB be liable many manner foxany d]ay tnaccumcy or {tr 3 roryauthonranon to lery ad valorem taxes on alltaxable tial property m the Townstibl�t to cerramr t'oanSnon on the pan of the successful bidderkwith respect to such rage ,nor sttall theowit5 failure rt t" statutory`hrmtations imposed�by Chapter 97 of the laws 6(201,1 as amended(the Tax Levy Lunt as a-result thereof to protide the Offiaal,5rateinent wiilnn the abme timepenod corisimre cause Law") See tae LeryLirrut raw m the Prehmviary Offitlrd Statemrnt of[he Towndatcd qugtrst 31?016 for afailure or refusal by such�Mdder to acceprdehvery of and pay fo the Bonds mxaccordance wish <- r(`Prelvninary Off'itwl5ratement�nrcuiated m connection wuh7the sale of die Bonds.-rrs+-'0r,t `" j.�"'r the carne hereof. r7he:'p'opulation-of the+Town ss 22`154 aaoidfrig to''the 2014;0$KCensis Bureau esmnatei The xThe obbgaaonx,hereunder to dehveraor accept the Bo ds pursuant hereto shall be wndinoned on- istatement to be'fil'ed pursuant io Section 109.00 of the I.oNel Finance Law m connecnonvn[h the the:availabihty tb,the successfultbidder and delivery at th [nue of deli eiyho(the'Bonds.of said ap-; l sale ol:the Bonds-prepared as of August 31 2bMB=Iiows`the averag _e y-a' valuano__nal proving opuuon•o(cemficaies m form and:tenor satssfauory to said Ia .fine endenang[he proper - propeity subject to taxation by the-To to be s47 248�129i865•its debt limit to be$661473 818 execution and delivery f the Bonds d recap[oI payment therefor and duduig a statement dated and tis total iter indebtedness m}>e$36 138 000 'the tsstiance of the Bonds may increase t}ie Towns az rof die date of yuch delivery to the effett.tha[there ss no:htigation pending fir(to the kno ledge [oral net mdebtedness?d'i` ^7c .- "^[s g ivF53'r?iy. pi 'v `tit oe signer or signers theieof)threatened relating to the Bonds aiid of th severaltcertt6rates as de- 7:The Bonds will lx deli erect to DTC and shall be'paid for m Federal Funds-on or about October 4 scnlied m the Official 5tatcment unde the heading yDotuments Accompartyuig Deh cry of the Bonds'• 2016 ai such plaza in New York C[ry and on suc#i business day and at such hour as the SaIe.OEfirer and..the Notes A copy of sa d approni[g opuuon wdl appear:on the Bonds+y i t 3� Amu on three busness days noose to the suurssfu�l bidder Diet such other place and time az mays Cop es o(the;Nonce of Saleand the Preliminary O(ficul Statement may lie obtained upon recjuest. be agreed upon wit}i the successfullitdder '1,h deposit o{[}ie Bonds wrth DTC under abook-entry t'from th offices ofMunutat Servicesrinc`'Munistat Sernces-lite 12 Roosevelt A enue Port Jefferson: system.iquiresme assgnment b(.Cl7SI_bNr is'pno c6'(i"cry It°shall be the resporisiliihry of Station Ne YorlcClelephone lJo 631331-8888) }tet "Y' 'F.s' y"e"s.A the successful bidderto obtairiClJS[P numbers'foy'the Bonds.pdor to delivery aztd[he•Town will not -r--�: '}-i`,'�5 be iesponsble.lor,airy;delay ocdasoned by the.ic�abihty t6;depos[the Bonds with DTC due't6 the [iniad Augiut:312016 i11 t`3:z fi is ,r t x '°r :_ n failure'of the successful bidder to,obtam such-numbers and.to supply them;to;the Tawn m-a';nmely manner.(ill expense's m relation to::rhe pnnvng of CUSIP numbers on the Bonds a S pervssor is y rk by.me'Iovm provided ho ever[list th CUSB'-Sernce Bureau charge for`ttie assgnmenrof said `x ¢ to s t i t -and ChiefFisral Officer K numbers shag be the responsliihty of and shall be"paid forbytfie The successful bidder wdl be(urivshed without cost tvrdi ihieapp vingopttuon of the law firm c t 1 of Hawkuu Delafield Fz Wood LLP,("Bond Counsel)substannzl(y asset Cordrm Appendix C of the -- -4 'i -ec > ,e-[ 'z m s L s w l t• r- •Piehntiitary Official,Statement o(the:Town dated 4ugust31;2016 ."' t'�% =;•ti. ,:.[�' .�..x.;. r s..� _ _ Tliesuuessful b Id may at its"option refuses to accept the Bonds iC p or�ro[het delivery ilia J� + - .�,'#� - o uu0' Bond Counsel u not dehvered or S an,�—plue tan law of the United Slates of Amenia ss hereafter enacted which shall proyidethat the merest thereon u taxable or shall be taxable at a furore I+,�Jy'st { � � t date;[or federal income tax purpose and m suc[i case the deposit made by u'wiH be resumed and n i-',s ?'•, '.r t• .. !.,..-,'t, "3"''`-.+,LiI,i,Seoe?'s»'.; �.,., } "t,'.....4 y'r wd1�Be rebeved of its contractual obligations ansmg from the acceptance of uproposal The laternal Revenue Code of 1986 as amended(the Code):`estabbshes certain ongouig inquire is the[must be inet' hsequetu to th issuance and d 1 cry o{the Bonds in Dicta[}tat int-est o Rdna the Bonds d and remain e>,dudable:from gross mco under Semon 103 of the Code Co ciiirrPrit ®T �-t § l t� i! .._ , ly vndi_the delivery of the HoQT I nds'the Town willezecute a TaxCemfirate whch will contai yi proviLm }; , '� 8 !Z�'"v sons aril p oceiiu_res e]atmg[o compliance withthe requirements of the Cade and a cemfication to - ® ® ® r. ® _ _ !m` 4the effect that the Town will mmply.;unrh the Or6y*ns and p ocedwes set forth therein and that it --- 47 willdoM perfpmi all as andthmgs necessary_ordesuab(emassure that mteres[pazd onthe Bonds t s. ti t ss exdudable from gross income under Sectio 103 of the Upon dehvery of the Bonds Bon"dComuel wdl'dehver an opiruon tliatsta[es ilia[underextstmg _ - s s statutes;and court:dens6.and assuming conruiumg compliance with th'e provutons aio pf6 e dures'set fouh Wthe'T-Cenificate Ci)inte+rest'on die Bonds'is exd ided[from gross income for _ :) C federal income tax;purposes pursuant to Section303 0[[he ode and(u) mteres[on tlie'Bonds ss , not t!''az preference item m calnilabog me apeman a minmlum tax unposed_ individuals and corporations under the Code iBond counsel expresses no,opmton alto whether mres[oteOn mJ-,' Bonds_(or any pomon thereof}u included m the:adjust d current eammgs of certain corporations'' + �di.'-x'i`' (or purpbses o(calcula-ting the alternative minurium rax unposed on suc}i toipoiatioi In addinony uwmwwu. the ( th , teBndCwBstate xiBonssmptn i mmoruc taxes of New Yok Sate a d is political subdivisions:including The City of frorsis - s /t• s - New York .: E i .S �s The Town will I1Pi desgnate the Bonds az qualified taxrxempt obhganons-pursuant to the pro `[ a •_ p. y t' i vssions,of section 265 of the Code ti t ` ;- . 'Ilia svccess(ul;b�dder shall within one(1)hour after bemg:riotified of theawazd o(the Borids�ad a ... e e a• a e r ' �' veet..`,Futancial Advisorby electionic transnusno_n`or writing by.Gtsuule tnrismtssion oft}te uunal - •-a a _ p bhc.oHenng puce of the Bonds The sucreSsful bidder also mtis[sibrmt to the Town a ttin . e (the"ReoHervig Pnce(CeruCtcate):satisfactory to;Bond Counsel".prior-0to thedehvery of the-Bonds �;-. ." thatstates am'dateof aotherdaid- r(a)(i)'bn the daward sudtsuccessful bidder made a bona fide pubficoffenng of the Bonds t pureliased by such successful bidder-at uunal offering price mrrcsponding tothe puce or.}neld m¢ °( 2 ^� dintedIn the udormanon furnished m connecnonwith the successful bid and(u)az of such date i the fus[pnce or yield ai whch an arri'ount equal to'at least ten percent(10%)of Bonds Put#iasid such suocess(W btdderwaz sold to the public was respectively apnce not ht er or a yield notlower N j.,than indicated m the:vdomtanonfutnsshed vnth,the success(ul•btd.(the-first pnce�le)`runless r X.,,r s g LT„ a _ such ceivfivte tontairis an explanations to the mons by rite firSC pnu m(e was not saasfi`ed OR{ '}3 `s�jl:l i(b)svc}tsuaess(utibidde)has!purch.-,ed the Boasnds for us'own.—Iand not mth n ew to - dtttnbunon or resa]e and not m the mpaaty of a bond house broker o Odie.intermediary grid the _ price orpntt13* s at which surli purcltase was made'' `l i "str''u} }''i' ' 'd„j: . qFo. e purposes ofrthe Reoffenng`Pnce Cemfiiate the.<pulilic does iiotiuiclud bond houses z brokers;or smilaz [sons oro tions actin i(i theca n o[undetw It-or wholesalers in Jic iY>an??a 8., P tY malang.such representations the s6ccessful bidder mus re(kct'It1ie effett on',the offering prices of t any derivative products(e gt a tender option)used by the bidder m connection with tbe int sale t` t of yo,the Bonds vti3X: J y r Sf ¢I. n-VJ-t('�„-j.ryt 7tsuT` ,{ a rS'i r ,.The Prelinivtary Official Statement ss in a form:;deemed final by the7own for the purpose of -` Securities and Fxckiange Connnusiori Rule 15c2 12(Rule-15c2.12)bot maybe modifiedor supw F plemented as noted harem m order to assist bidden m complying vnth Rule]Sc2 12 and as part of the Towns c6naactual obltgauon ariancesing fiom itsacceptof the successful'--.bidderk pmpo'sal at fhe time:ot.the deliveryof the Bonds the Town wul provide an eitecuted copi ti,f its°Undettalang totrv? ProvWe'Continutng Dssclosure (the.slJndettalong)The{Dim of Underta{6ng is set forth az Appen _ t r due D mthe Prelmutwy O�aal Stat®ant [ a.i x ,64 p' 4yt r r z•< `` -i q ti. CERTIFICATE WITH RESPECT TO THE OFFICIAL STATEMENT OF THE TOWN OF SOUTHOLD, NEW YORK, DATED SEPTEMBER 13, 2016, DISTRIBUTED IN CONNECTION WITH THE SALE OF THE $20,290,000 PUBLIC IMPROVEMENT REFUNDING SERIAL BONDS- 2016 We, the undersigned officers of the Town of Southold, in the County of Suffolk, New York (the "Town"), HEREBY CERTIFY that as of September 13, 2016, the date of the Official Statement of the Town prepared and distributed in connection with the sale of the $20,290,000 Public Improvement Refunding Serial Bonds-2016 (the "Bonds"), and at all times subsequent thereto, up to and including the date of delivery of the Bonds on October 4, 2016, the attached Official Statement did not and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Insofar as any statements made in said Official Statement involve matters of opinion, estimates or statements as to matters not contained in or derived from the official records of the Town, whether or not, expressly stated, they are set forth as such and not as representations of.fact by the Town, and no representation is made that any of the estimates or anticipated events will be realized. The said Official Statement is not to be construed as a contract or agreement with the beneficial owners of the Bonds. WE HEREBY FURTHER CERTIFY that there has been no adverse material change in the financial condition of the Town since the date of said Official Statement to the time of the delivery of the Bonds on October 4, 2016. IN WITNESS WHEREOF, we have hereunto set our signatures and affixed the corporate seal of the Town as of the 4th day of October, 2016. (SEAL) Supervisor Town Comptroller OFFICIAL STATEMENT SERIAL BONDS RATING—MOODY"S INVESTOR SERVICE: "Aal" See"Bond Rating",herein In the opinion of Hawkins Delafield& Wood LLP, Band Counsel to the Town, under existntgg statutes and court decisions and assuming continuing compliance with certain tax certifications described herein,(i)interest on the Bonds is excltuded from gross innconne 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 Bands is not treated as a preference 'stem in calculating the alternative mirnimum tax nn osed an indnddnrals and copoations render the Code.Bond CoinseI expresses no opinion as to whether interest on the Bonds(o-any portion thereof) is included in the adjusted current earnings of certain corporations for pitoses of calculating the alternative minimum tax imposed on such corporations. lrn addition, in the opinion of Band Counsel to the Town, Under existing statutes, interest on the Bonds is exempt from personal intone taxes imposed by the State of New York or any political subdivision thereof, including The City of New York. See "Tax Matters"herein. The Town will NOT designate the Bonds as "qualified tax-exempt obligations"pursuant to the provision of Section 265(b)(3) of the Code. $20,290,000 TOWN OF SOUTHOLD SUFFOLK COUNTY, NEW YORK (the"Town') PUBLIC IMPROVEMENT REFUNDING SERIAL BONDS - 2016 [BOOK-ENTRY-ONLY BONDS) Dated: October 4,2016 Principal Due: February 15,2017-2030,inclusive Interest Due: February 15, 2017,August 15,2017,and semi- annually thereafter on February 15 and August 15 in each year to maturity SEE BOND MATURITY SCHEDULE HEREIN Security and Sources of Payment: The Bonds are general obligations of the Town of Southold, Suffolk County, New York(the "Town"), and will contain a pledge of the faith and credit of the Town for the payment of the principal thereof and interest thereon and, unless paid from other sources, the Bonds are payable from ad valorem taxes which may be levied upon all the taxable real property within the Town, subject to certain statutory limitations imposed by Chapter 97 of the Laws of 2011, as amended(the"Tax Levy Limit Law"). (See"Tax Levy Limit Law" herein). Prior Redemption: The Bonds maturing on February 15, 2026 and thereafter are subject to redemption, prior to maturity, at the option of the Town, on February 15, 2025, and thereafter on any date, in accordance with terms described herein. See"Optional Redemption"under"The Bonds,"herein. Fonn and Denomination: The Bonds will be issued as registered bonds and, when issued, will be registered in the name of Cede & Co. as nominee of The Depository Trust Company ("DTC"), New York, New York, which will act as the securities depository for the Bonds. Individual purchases of the Bonds may be made only in book-entry form in denominations of$5,000 or integral multiples thereof. Bondholders will not receive certificates representing their respective interests in the Bonds purchased. (See "Book-entry-only System"under"THE BONDS,"herein). Payment: Payment of the principal of.and interest on the Bonds will be made by the Town to DTC which will in turn remit such payment to its Participants for subsequent distribution to the Beneficial Owners of the Bonds in accordance with standing instructions and customary practices. Payment to the Beneficial Owners will be the responsibility of the DTC Participant or Indirect Participant and not of DTC or the Town,subject to any statutory and regulatory requirements as may be in effect from time to time. (See"Book-entry-only System"under"THE BONDS,"herein). The Bonds are offered subject to the final approving opinion of Hawkins Delafield & Wood LLP, New York, New York, Bond Counsel to the Town, and certain other conditions. It is expected that delivery of the Bonds in book-entryform will be made through the facilities of DTC on or about October 4, 2016 in New York, New York. FOR A DESCRIPTION OF THE TOWN'S AGREEMENT TO PROVIDE CONTINUING DISCLOSURE FOR THE BONDS, AS DESCRIBED IN THE RULE, SEE"DISCLOSURE UNDERTAKING"HEREIN. ROOSEVELT & CROSS, INC. AND ASSOCIATES September 13,2016 TOWN OF SOUT14OLD SUFFOLK COUNTY, NEW YORK - $20,290,000 PUBLIC IMPROVEMENT REFUNDING SERIAL BONDS - 2016 BOND MATURITY SCHEDULE Yield or Year Amount Rate Price CUSIP# February 15, 2017 $1,315,000 2.000% 0.580% 844572QEO February 15, 2018 1,280,000 4.000 0.670 844572QF7 February 15, 2019 1,305,000 4.000 0.750 844572QG5 February 15, 2020 1,325,000 4.000 0.840 844572QH3 February 15, 2021 1,390,000 3.000 0.920 844572QJ9 February 15, 2022 1,420,000 4.000 1.040 844572QK6 February 15, 2023 1,455,000 4.000 1.160 844572QL4 February 15, 2024 1,525,000 4.000 1.290 844572QM2 February 15, 2025 1,570,000 4.000 1.380 844572QNO February 15, 2026 1,520,000* 2.000 1.750 844572QP5 February 15, 2027 1,525,000* 2.000 1.920 844572QQ3 February 15, 2028 1,545,000* 2.000 2.050 844572QR1 February 15, 2029 1,555,000* 2.125 2.150 844572QS9 February 15, 2030 1,560,000* 2.250 2.250 844572QT7 *Subject to prior redemption. TOWN OF SOUTHOLD SUFFOLK COUNTY,NEW YORK Town Hall 53095 Route 25 PO Box 1179 Southold,NY-11971 Telephone: (631)_765-43.33 Fax: (631)765-1366 TOWN BOARD Scott A.Russell, Supervisor James Dinizio,Jr. Jill M. Doherty Louisa P. Evans Robert Ghosio Jr. William P.Ruland ------------------------ Elizabeth A. Neville,Town Clerk Vincent M. Orlando, Superintendent of Highways John A. Cushman Ip,Town Comptroller William Duffy, Esq.,Town Attorney George R. Sullivan,Receiver of Taxes Bond Counsel Hawkins Delafield &Wood LLP New York,New York Prepared with the Assistance of MUNICIPAL ADVISOR MUNISTAT SERVICES, INC. Municipal Finance Advisory Service 12 Roosevelt Avenue Port Jefferson Station,N.Y. 11776 (631) 331-8888 E-mail: info@munistat.com Website:http://www.munistat.com No dealer, broker, salesman or other person has been authorized by the Town to give any information or to make any representations, other than those contained in this Official Statement and if given or made, such other information or representations must not be relied upon as having been authorized-by-the Town.. This Offcial Statement does not-constitute an offer to-sell or the - solicitation of an offer to buy, nor shall there be any sale of the Bonds by any person in any jurisdiction in which it is unlawful for such _ person to make such offer,solicitation or sale. The information set forth herein has been obtained by the fromsourceswhich are _ believed to be reliable but it is not guaranteed as to accuracy or completeness. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances,create any implication that there has been no change in the affairs of the Town since the date hereof. TABLE OF CONTENTS Page THEBONDS.......................................................................................................................................................................................1 Descriptionof the Bonds...................................................................................................................................................................l OptionalRedemption on the Bonds..................................................................................................................................................1 Book-entry-only System....................................................................................................................................................................2 CertificatedBonds............................................................................................................................................................................3 Authorizationand Purpose................................................................................................................................................................4 RefundingFinancial Plan..................................................................................................................................................................5 Sourcesand Uses of Bond.Proceeds.................................................................................................................................................6 Natureof Obligation.........................................................................................................................................................................6 MARKET MATTERS AFFECTING FINANCINGS OF THE MUNICIPALITIES OF THE STATE....................................6 REMEDIESUPON DEFAULT.........................................................................................................................................................7 MUNICIPALBANKRUPTCY..........................................................................................................................................................8 FinancialControl Boards..................................................................................................................................................................9 NoPast Due Debt............................................................................................................................................................................10 THETOWN......................................................................................................................................................................................10 GeneralInformation........................................................................................................................................................................10 Government.....................................................................................................................................................................................11 Employees.......................................................................................................................................................................................11 ECONOMIC AND DEMOGRAPHIC INFORMATION.............................................................................................................11 PopulationCharacteristics...............................................................................................................................................................l l IncomeData....................................................................................................................................................................................12 UnemploymentRate Statistics........................................................................................................................................................12 SelectedListing of Larger Employers.............................................................................................................................................12 INDEBTEDNESSOF THE TOWN................................................................................................................................................13 iConstitutional Requirements...........................................................................................................................................................13 StatutoryProcedure.........................................................................................................................................................................13 Computation of Debt Limit and Calculation of Net Debt Contracting Margin...............................................................................15 Trendof Town Indebtedness...........................................................................................................................................................16 Details of Short-Term Indebtedness Outstanding...........................................................................................................................16 Debt Service Requirements-Outstanding Bonds...........................................................................................................................16 Calculation of Estimated Overlapping and Underlying Indebtedness.............................................................................................17 DebtRatios.....................................................................................................................................................................................17 AuthorizedBut Unissued Items......................................................................................................................................................18 CapitalProgram..............................................................................................................................................................................18 CommunityPreservation Fund........................................................................................................................................................18 Debt Serive Requirements—Coummunity Preservatin Fund Only.................................................................................................19 Landfill Closure and Postclosure Care Costs..................................................................................................................................20 FINANCESOF THE TOWN...........................................................................................................................................................20 Financial Statements and Accounting Procedures...........................................................................................................................20 FundStructure and Accounts........................................:.............................................................................................................20 Basiso Accountin ....................................................................................................20 InvestmentPolicy............................................................................................................................................................................21 i TABLE OF CONTENTS - CONTINUED Page BudgetaryProcedures..................................................................:..................................................................................................21 FinancialOperations.......................................................................................................................................................................22 Revenues.........................................................................................................................................................................................22 RealProperty Taxes....................................................................................................................................................................22 StateAid....................................................:..:............................................,........:............................................................................22 The State Comptroller's Fiscal Stress Monitoring System..............................................................................................................23 PensionSystems..............................................................................................................................................................................23 Contributions to the Retirement Systems........................................................................................................................................24 OtherPost-Employment Benefits....................................................................................................................................................25 REAL PROPERTY TAX INFORMATION...................................................................................................................................26 RealProperty Taxes........................................................................................................................................................................26 TaxLevy and Collection Record........................................................................................................:...........................................27 TaxCollection Procedure ...............................................................................................................................................................27 Tax Rates Per$1,000 of Assessed Valuation..................................................................................................................................27 TaxLevy Limit Law........................................................................................................................................................................27 RealProperty Tax Rebate...............................................................................................................................................................28 LargeTaxable Properties................................................................................................................................................................29 TaxCertiorari Claims......................................................................................................................................................................29 LITIGATION....................................................................................................................................................................................29 TAXMATTERS...............................................................................................................................................................................30 Opinionof Bond Counsel................................................................................................................................................................30 Certain Ongoing Federal Tax Requirements and Certifications......................................................................................................31 Certain Collateral Federal Tax Consequences................................................................................................................................31 OriginalIssue Discount...................................................................................................................................................................31 BondPremium................................................................................................................................................................................32 Information Reporting and Backup Withholding............................................................................................................................32 Miscellaneous .................................................................................................................................................................................32 DOCUMENTS ACCOMPANYING DELIVERY OF THE BONDS...........................................................................................33 Absenceof Litigation......................................................................................................................................................................33 LegalMatters..................................................................................................................................................................................33 ClosingCertificates.........................................................................................................................................................................33 DISCLOSUREUNDERTAKING....................................................................................................................................................33 BONDRATING................................................................................................................................................................................33 VERIFICATION OF MATHEMATICAL COMPUTATIONS...................................................................................................34 MUNCIPALADVISOR...................................................................................................................................................................34 ADDITIONALINFORMATION....................................................................................................................................................34 APPENDIX A: FINANCIAL INFORMATION APPENDIX B: UNAUDITED FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31,2015 APPENDIX C: FORM OF BOND COUNSEL OPINION APPENDIX D: FORM OF CONTINUING DISCLOSURE UNDERTAKING ii OFFICIAL STATEMENT - $20,290,000 TOWN OF SOUTHOLD SUFFOLK COUNTY, NEW YORK PUBLIC IMPROVEMENT REFUNDING SERIAL BONDS -2016 [BOOK-ENTRY-ONLY BONDS] This Official Statement and the appendices hereto present certain information relating to the Town of Southold, in the County of Suffolk, in the State of New York(the "Town," "County" and "State," respectively) in connection with the sale of $20,290,000 Public Improvement Refunding Serial Bonds — 2016 (the "Bonds") of the Town. All quotations from and summaries and explanations of provisions of the Constitution and Laws of the State and acts and roceedings of the Town contained herein do not purport to be complete and are qualified in their entirety by reference to the official compilations thereof and all references to the Bonds and the proceedings of the Town relating thereto are qualified in their entirety by reference to the definitive form of the Bonds.and such proceedings. THE BONDS Description of the Bonds The Bonds will be dated October 4, 2016 and will mature on February 15, in each of the years 2017 to 2030, inclusive, in the principal amounts as set forth on the inside cover page hereof. The Bonds will be issued in fully registered form and when issued will be registered in the name of Cede & Co. as nominee of The Depository Trust Company,New York,New York("DTC''). DTC will act as securities depository for the Bonds. Individual purchases of the Bonds may be made in book-entry form only, in denominations of$5,000 or integral multiples thereof. Purchasers will not receive certificates representing their respective interests in the Bonds. (See "Book-Entry-Only System" under"THE BONDS,` herein). Interest on the Bonds will be payable on February 15, 2017, August 15, 2017, and semiannually thereafter on February 15 and August 15 in each year to maturity. Principal and interest will bepaid by the Town to DTC, which will in turn remit such principal and interest to its Participants, for subsequent distribution to the Beneficial Owners of the Bonds, as described herein. The Bonds may be transferred in the manner described on the Bonds and as referenced in certain proceedings of the Town referred to therein. (See "Book-entry-only System" under"THE BONDS", herein. The Record Date of the Bonds will be the last business day of the month preceding each interest payment date. The Town will act as Paying Agent for the Bonds. Paying agent fees, if any, will be paid by the purchaser. The Town's contact information is as follows: John A. Cushman 11, Town Comptroller, Town of Southold, 53095 Route 25, PO Box 1179, Southold, New York 11971, Phone (631) 765-1800, Fax (631) 765- 1366 and email: john.cushman@town.southold.ny.us. Optional Redemption on the Bonds The Bonds maturing on or before February 15, 2025 will not be subject to redemption prior to maturity. The Bonds maturing on February 15, 2026 and thereafter, will be subject to redemption, prior to maturity, at the option of the Town, 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 February 15, 2025, at par plus accrued interest to the date of redemption. Notice of such call for redemption shall be given by mailing such notice to the registered owner at least thirty (30) days prior to the date set for such redemption. Notice of redemption having been given as aforesaid, the bonds so called for redemption shall, on the date for redemption set forth in such call for redemption, become due and payable together with interest to such redemption date. Interest shall cease to be paid thereon after such redemption date. 1 Book-entry-only System DTC, will act as securities depository for the Bonds. The Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-re istered Bond certificate will be issued for each maturity of the Bonds and deposited with DTC for all of the Bonds bearing the same rate of interest. DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within,the meaning of the New York Banking Law, a member of the Federal Reserve System,.a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. e uity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilities the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities,through electronic computerized book-entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks,trust companies, clearing corporations,'and certain other organizations. DTC is a wholly-owned subsidiary of the Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National of Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is ownedby the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers,banks,.trust companies and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). The DTC Rules applicable to its participants are on file with the Securities and Exchange Commission (the "Commission"). More information about DTC can be found a www.dtcc.com. Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC's records. The ownership interest of each actual purchaser of each Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase, Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct or Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interest in the Bonds, except in the event that use of the book-entry system for the Bonds is discontinued. To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of the Bonds with DTC and their registration in the name of Cede & Co., or such other DTC nominee do not affect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping accounts of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. So long as the Bonds remain in the Book-Entry-Only System, as described below, the Town will give such notice only to Cede &Co., or other successor nominee of DTC, as sole registered holder. Beneficial Owners of the Bonds may wish to take certain steps to augment the transmission to them or notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Bond documents. For example, Beneficial Owners of the Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to the Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Bonds unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Town as soon as possible after the record date. The omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). 2 Principal and interestpayments on the Bonds will be made to Cede & Co. or such other nominee as may orized be requested by an authrepresentative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the Town on the payable date, in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such participant and not of DTC (nor its nominee) or the Town, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Town, disbursement of such payments to Direct Participants will be the responsibility of DTC), and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as depository with respect to the Bonds at any time by diving reasonable notice to the Town. Under such circumstances, in the event that a successor depository is not obtained, bond certificates are required to be printed and delivered. The Town may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event,Bond certificates will be printed and delivered. Source: The Depository Trust Company, New York, New York. The information contained in the above section concerning DTC and DTC's book-entry system has been obtained from sample offering document language supplied by DTC, but the Town takes no responsibility for the accuracy thereof. THE TOWN WILL NOT HAVE ANY RESPONSIBILITY OR OBLIGATIONS TO PARTICIPANTS, TO . INDIRECT PARTICIPANTS OR ANY BENEFICIAL OWNER WITH RESPECT TO (I)THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC, ANY PARTICIPANTS, OR ANY INDIRECT PARTICIPANT; (II) THE PAYMENT BY DTC OR ANY PARTICIPANT OR INDIRECT PARTICIPANT OR ANY AMOUNT WITH RESPECT TO THE PRINCIPAL OF OR INTEREST ON THE BONDS; (III) ANY NOTICE WHICH IS PERMITTED OR REQUIRED TO BE GIVEN TO HOLDERS; OR (IV) THE SELECTION OF THE BENEFICIAL OWNERS TO RECEIVE PAYMENT IN THE EVENT OF ANY PARTIAL REDEMPTION OF THE BONDS; OR (V)ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC AS HOLDER. THE TOWN CANNOT AND DOES NOT GIVE ANY ASSURANCES THAT DTC WILL DISTRIBUTE TO DIRECT PARTICIPANTS OR THAT DIRECT PARTICIPANTS OR INDIRECT PARTICIPANTS WILL DISTRIBUTE TO THE BENEFICIAL OWNERS OF THE BONDS (I) PAYMENTS OF THE PRINCIPAL OF OR INTEREST ON THE BONDS; (II) CONFIRMATION OF THEIR OWNERSHIP INTEREST IN THE BONDS; OR (III)REDEMPTION OR OTHER NOTICES SENT TO DTC OR CEDE&CO. AS NOMINEE, AS REGISTERED OWNER OF THE BONDS, OR THAT THEY WILL DO SO ON A TIMELY BASIS, OR THAT DTC, DIRECT PARTICIPANTS OR INDIRECT PARTICIPANTS WILL SO SERVE AND ACT IN THE MANNER DESCRIBED IN THE OFFICIAL STATEMENT. Certificated Bonds DTC may discontinue providing its services with respect to the Bonds at any time by giving notice to the Town and discharging its responsibilities with respect thereto under applicable law, or the Town may terminate its participation in the system of book-entry-only transfers through DTC at any time. In the event that such book- entry-only system is discontinued, and a successor securities depository is not obtained, the following provisions will apply: The Bonds will be issued in registered form in denominations of$5,000 or integral multiples thereof. Principal of and interest on the Bonds when due will be payable at the principal corporate trust office of a bank or trust company to be named by the Town as the fiscal agent. Certificated Bonds may be transferred or exchanged at no cost to the owner of such Bonds at any time prior to maturity at the corporate trust office of the fiscal agent for Bonds of the same or any other authorized denomination or denominations in the same aggregate principal amount upon the terms set forth in the certificate of the Supervisor authorizing the sale of the Bonds and fixing the details thereof and in accordance with the Local Finance Law. 3 Authorization and Purpose The Bonds are being issued pursuant to the Constitution and statutes of the State of New York, including among others, the Local Finance Law, and a refunding bond resolution duly adopted by the_Town Board on July 21, 2016 (the "Refunding Bond Resolution"), authorizing the refunding of al] or a portion of the outstanding $8,050,000 Public Improvement Serial Bonds - 2008 (the "2008 Bonds"), the outstanding $5,283,000 Public Improvement Serial Bonds - 2009 (the "2009 Bonds") and the outstanding $13,175,000 Public Improvement Serial Bonds - 2011 (the "2011 Bonds"). The amounts to be refunded (collectively, the "Refunded Bonds") are set forth below: $8,850,000 PUBLIC IMPROVEMENT SERIAL BONDS-2008 DATED MAY 15,2008 MATURITY AMOUNT INTEREST DATE OF CALL CUSIP DATE OUTSTANDING RATE REDEMPTION PRICE NUMBERS MAY 15,2017 $375,000 4.000% - - 844572KLO MAY 15,2018 400,000 4.000 - - 844572KM8 MAY 15,2019 400,000 4.000 05/15/2018 100.00% 844572KN6 MAY 15,2020 400,000 4.000 05/15/2018 100.00 844572KP1 MAY 15,2021 425,000 4.000 05/15/2018 100.00 844572KQ9 MAY 15,2022 425,000 4.000 05/15/2018 100.00 844572KR7 MAY 15,2023 425,000 4.000 05/15/2018 100.00 844572KS5 MAY 15,2024 450,000 4.000 05/15/2018 100.00 844572KT3 MAY 15,2025 . 450,000 4.125 05/15/2018 100.00 844572KUO MAY 15,2026 450,000 4.250 05/15/2018 100.00 844572KV8 MAY 15,2027 450,000 4.250 05/15/2018 100.00 844572KW6 MAY 15,2028 475,000 4.250 05/15/2018 100.00 844572KX4 MAY 15,2029 475,000 4.250 05/15/2018 100.00 844572KY2 MAY 15,2030 475,000 4.250 05/15/2018 100.00 844572KZ9 $5,283,000 PUBLIC IMPROVEMENT SERIAL BONDS-2009 DATED MARCH 15,2009 MATURITY AMOUNT INTEREST DATE OF CALL CUSIP DATE OUTSTANDING RATE REDEMPTION PRICE NUMBERS MARCH 15,.2017 $215,000 4.000% - - 844572LK1 MARCH 15,2018 225,000 4.000 - - 844572LL9 MARCH 15,2019 230,000 4.000 - - 844572LM7 MARCH 15,2020 240,000 4.000 03/15/2019 100.00% 844572LN5 MARCH 15,2021 250,000 4.000 03/15/2019 100.00 844572LPO MARCH 15,2022 260,006 4.000 03/15/2019 100.00 844572LQ8 MARCH 15,2023 270,000 4.000 03/15/2019 100.00 844572LR6 MARCH 15,2024 290,000 4.000 03/15/2019 100.00 844572LS4 MARCH 15,2025 300,000 4.125 03/15/2019 100.00 844572LT2 MARCH 15,2026 310,000 4.250 03/15/2019 100.00 844572LU9 MARCH 15,2027 325,000 4.250 03/15/2019 100.00 844572LV7 MARCH 15,2028 330,000 4.375 03/15/2019 100.00 844572LW5 MARCH 15,2029 345,000 4.375 03/15/2019 100.00 844572LX3 MARCH 15,2030 355,000 4.375 03/15/2019 100.00 844572LY1 4 $13,175,000 PUBLIC IMPROVEMENT SERIAL BONDS-201 1 DATED JUNE 29,201 1 --- MATURITY AMOUNT INTEREST DATE OF CALL CUSIP DATE OUTSTANDING RATE REDEMPTION PRICE NUMBERS AUGUST 15,2017 $640,000 3.000% - - 844572MU8 AUGUST 15,2018 650,000 3.000 - - 844572MV6 AUGUST 15,2019 665,000 3.000 - - 844572MW4 AUGUST 15,2020 675,000 3.000 08/15/2019 100.00% 844572MX2 AUGUST 15,2021 700,000 3.000 08/15/2019 100.00 844572MYO AUGUST 15,2022 720,000 3.125 08/15/2019 100.00 844572MZ7 AUGUST 15,2023 740,000 ' 3.250 08/15/2019 100.00 844572MA1 AUGUST 15,2024 750,000 3.500 08/15/2019 100.00 844572MB9 AUGUST 15,2025 780,000 3.625 08/15/2019 100.00 844572MC7 AUGUST 15,2026 735,000 3.750 08/15/2019 100.00 844572MD5 AUGUST 15,2027 760,000 4.000 08/15/2019 100.00 844572ME3 AUGUST 15,2028 785,000 4.000 08/15/2019 100.00 844572MFO AUGUST 15,2029 810,000 4.000 08/15/2019 100.00 844572MG8 AUGUST 15,2030 840,000 4.000 08/15/2019 100.00 844572MH6 The Refunding Bond Resolution authorizes the issuance of the Bonds to provide the funds necessary to effect the refunding of the Refunded Bonds. All proceeds of the Refunded Bonds have been previously expended. For further information regarding bond authorizations of the Town for capital purposes and other matters relating thereto see "Indebtedness of the Town." Refunding Financial Plan The Refunding Financial Plan will permit the Town to realize, as a result of the issuance of the Bonds, cumulative dollar and present-value debt service savings. The amount of the Refunded Bonds, set forth above, may be changed by the Town in its sole discretion due to market or other factors considered relevant by the Town at the time of pricing of the Bonds and no assurance can be given that any particular maturity thereof will be refunded. The net proceeds of the Bonds (after payment of the underwriting fee and other costs of issuance relating to the Bonds), will be used to purchase non—callable, direct obligations of or obligations guaranteed by the United States of America (the "Government Obligations") which, together with remaining cash proceeds from the sale of the Bonds, will be placed in an irrevocable trust fund (the "Escrow Fund") to be held by The Bank of New York Mellon (the "Escrow Holder"), a bank located and authorized to do business in the State, pursuant to the terms of an escrow contract by and between the Town and the Escrow Holder, dated as of the delivery date of the Bonds (the "Escrow Contract"). The Government Obligations so deposited will mature in amounts which, together with the cash so deposited, will be sufficient to pay the principal of, interest on the Refunded Bonds on the dates of their redemption. The Refunding Plan requires the Escrow Holder, pursuant to the refunding bond resolution of the Town and Escrow Contract, to pay the Refunded Bonds at maturity or at the earliest date on which the Refunded Bonds may be called for redemption prior to maturity. The holders of the Refunded Bonds will have a first lien on all investment income from, and maturing principal of the Government Obligations, along with other available monies held in the Escrow Fund. The Escrow Contract shall terminate upon final payments by the Escrow Holder to the paying agents/fiscal agent for the Refunded Bonds amounts from the Escrow Fund adequate for the payment, in full, of the Refunded Bonds, including interest payable, if any, with respect thereto. Under the Refunding Plan, the Refunded Bonds will continue to be general obligations of the Town (although the Refunded Bonds may be excluded in computing the Town's debt limit). However, inasmuch as the Government Obligations held in the Escrow Fund will be sufficient to meet all required payments of principal, and interest requirements when required in accordance with the Refunding Plan, it is not anticipated that any other source of payment will be required. 5 Sources and Uses of Bond Proceeds Sources: Par Amount of Bonds................................................................................................... $20,290,000.00 Original Issue Premium ............................................................................................... 1,537,123.55 Total.......................................:.............................:....:.:.....:........:............................. 21,827,123.55 Uses: EscrowDeposit............................................................................................................ 21,602,308.51 Underwriters' Discount................................................................................................ 134,725.60 Allowance for Costs of Issuance and Contingency...................................................... 90,089.44 Total......................................................................................................................... $ 21,827,123.55 Nature of Obligation Each Bond when duly issued and paid for will constitute a contract between the Town and the holder thereof. The Bonds will be general obligations of the Town and will contain a pledge of the faith and credit of the Town for the payment of the principal thereof and the interest thereon. For the payment of such principal and interest the Town has the power and statutory authorization to levy ad valorem taxes on all taxable real property in the Town, subject to certain statutory limitations imposed by Chapter 97 of the Laws of 2011, as amended. (See "Tax Levy Limit Law", herein). Under the Constitution of the State, the Town is required to pledge its faith and credit for the payment of the principal of and interest on the Bonds, and the State is specifically precluded from restricting the power of the Town to levy taxes on real estate therefor. However, Chapter 97 of the Laws of 2011, as amended (the "Tax Levy Limit Law"), imposes a statutory limitation upon the Town's power to increase its annual tax levy. As a result, the power of the Town to levy real estate taxes on all the taxable real property within the Town is subject to statutory limitations set forth in Tax Levy Limit Law, unless the Town complies with certain procedural requirements to permit the Town to levy certain year-to-year increases in real property taxes. (See "The Tax Levy Limit Law," herein). MARKET MATTERS AFFECTING FINANCINGS OF THE MUNICIPALITIES OF THE STATE The Town's credit rating could be affected by circumstances beyond the Town's control. Economic conditions such as the rate of unemployment and inflation, termination of commercial operations by corporate taxpayers and employers, as well as natural catastrophes, could adversely affect the assessed valuation of Town property and its ability to maintain fund balances and other statistical indices commensurate with its current credit rating. As a consequence, a decline in the Town's credit rating could adversely affect the market value of the Bonds. If and when an owner of any of the Bonds should elect to sell a Bond prior to its maturity, there can be no assurance that a market will have been established, maintained and continue in existence for the purchase and . sale of any of those Bonds. The market value of the Bonds is dependent upon the ability of holder to potentially incur a capital loss if such Bond is sold prior to its maturity. There can be no assurance that adverse events including, for example, the seeking by another municipality in the State or elsewhere of remedies pursuant to the Federal Bankruptcy Act or otherwise, will not . occur which might affect the market price of and the market for the Bonds. In particular, if a significant default or other financial crisis should occur in the affairs of the State or any of its municipalities, public authorities or other political subdivisions thereby possibly further impairing the acceptability of obligations issued by those entities, both the ability of the Town to arrange for additional borrowing(s) as well as the market for and market value of outstanding debt obligations, including the Bonds,could be adversely affected. The Town is dependent in part upon financial assistance from the State in the form of State aid as well as grants and loans to be received ("State Aid"). The Town's receipt of State aid may be delayed as a result of the State's failure to adopt its budget timely and/or to appropriate State Aid to municipalities and school districts. Should the Town fail to receive all or a portion of the amounts of State Aid expected to be received from the State in the amounts and at the times anticipated, occasioned by a delay in the payment of such moneys or by a reduction in State Aid or its elimination, the Town is authorized pursuant to the Local Finance Law ("LFL") to 6 provide operating funds by borrowing in anticipation of the receipt of such uncollected State Aid, however, there can be no assurance that, in such event, the Town will have market access for any such borrowing on a cost effective basis. The elimination of or any substantial reduction in State Aid would likely have a materially adverse effect upon the Town requiring either a counterbalancing increase in revenues from other sources to the extent available or a curtailment of expenditures. (See also "State Aid'herein.) Future amendments to applicable statutes whether enacted by the State or the United States of America affecting the treatment of interest paid on municipal obligations, including the Bonds, for income taxation purposes could have an adverse effect on the market value of the Bonds (see "Tax Matters" herein). The enactment of the Tax Levy Limit Law, which imposes a tax levy limitation upon municipalities, school districts and fire districts in the State, including the Town, without providing exclusion for debt service on obligations issued by municipalities and fire districts, including the Town, may affect the market price and/or marketability for the Bonds. (See "The Tax Levy Limit Law"herein.) Federal or State legislation imposing new or increased mandatory-expenditures by municipalities, school districts and fire districts in the State, including the Town could impair the financial condition of such entities, including the Town and the ability of such entities, including the Town to pay debt service on the Bonds. REMEDIES UPON DEFAULT Neither the Bonds, nor the proceedings with respect thereto, specifically provide any remedies which would be available to owners of the Bonds should the Town default in the payment of principal of or interest on the Bonds, nor do they contain any provisions for the appointment of a trustee to enforce the interests of the owners of the Bonds upon the occurrence of any such default. Each Bond is a general obligation contract between the Town and the owners for which the faith and credit of the Town are pledged and while remedies for enforcement of payment are not expressly included in the Town's contract with such owners, any permanent repeal by statute or constitutional amendment of a bond or note holder's remedial right to judicial enforcement of the contract should, in the opinion of Bond Counsel,be held unconstitutional. Upon default in the payment of principal of or interest on the Bonds, at the suit of the owner, a Court has the power, in proper and appropriate proceedings, to render judgment against the Town. The present statute limits interest on the amount adjudged due to contract creditors to nine per centum per annum from the date due to the date of payment. As a general rule, property and funds of a municipal corporation serving the public welfare and interest have not been judicially subjected to execution or attachment to satisfy a judgment. A Court also has the power, in proper and appropriate proceedings, to order payment of a judgment on such Bonds from funds lawfully available therefor or, in t e absence thereof, to order the Town to take all lawful action to obtain the same, including the raising of the required amount in the next annual tax levy. In exercising its discretion as to whether to issue such an order, the Court may take into account all relevant factors, including the current operating needs of the Town and the availability and adequacy of other remedies. Upon any default in the .payment of the principal of or interest on a Bond, the owner of such Bond could, among other remedies, seek to obtain a writ of mandamus from a Court ordering the governing body of the Town to assess, levy and collect an ad valorem tax, upon all taxable property of the Town subject to taxation by the Town, sufficient to pay the Nof and interest on the Bonds as the same shall come due and payable (and interest from the due date to date of payment) and otherwise to observe the covenants contained in the Bonds and the proceedings with respect thereto all of which are included in the contract with the owners of the Bonds. The mandamus remedy, however, may be impracticable and difficult to enforce. Further, the right to enforce payment of the principal of or interest on the Bonds may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws and equitable principles, which may limit the specific enforcement of certain remedies. In 1976, the New York Court of Appeals, the State's highest court, held in Flushing National Bank v. Municipal Assistance Corporation for the City of New York, 40 N.Y.2d 731 (1976), that the New York State legislation purporting to postpone the payment of debt service on New York City obligations was an nal unconstitutiomoratorium in violation of the New York State constitutional faith and credit mandate included in all municipal debt obligations. While that case can be viewed as a precedent for protecting the remedies of holders of bonds or notes of the Town, there can be no assurance as to what a Court may determine with respect to future events, including financial crises as they may occur in the State and in municipalities of the State, that require the exercise by the State of its emergency and police powers to assure the continuation of essential public services. (See also, Flushing National Bank v. Municipal Assistance Corporation for the City of New York, 41 N.Y.2d 644 (1977), where the Court of Appeals described the pledge as a direct Constitutional mandate.) 7 As a result of the Court of Appeals decision, the constitutionality of that portion of Title 6-A of Article 2 of the Local Finance Law enacted at the 1975 Extraordinary Session of the State legislature authorizing any county, city, town or village with respect to which the State has declared a financial emergency to petition the State Supreme Court to stay the enforcement against such municipality of any claim for payment relating to any contract, debt or obligation of the municipality during the emergency period, is subject to doubt. In any event, no such emergency has been declared with respect to the Town. Pursuant to Article VIII, Section 2 of the State Constitution, the Town is required to provide an annual appropriation of monies for the payment of due and payable principal of and interest on indebtedness. Specifically this constitutional provision states: "If at any time the respective appropriating authorities shall fail to make such appropriations, a sufficient sum shall be set apart from the first revenues thereafter received and shall be applied to such purposes. The fiscal officer of any county, city, town, village or school district may be required to set aside and apply such revenues as aforesaid at the suit of any holder of obligations issued for any such indebtedness." This constitutes a s edfic non-exclusive constitutional remedy against a defaulting municipality or school district; however, it dpoesnot apply in a context in which monies have been appropriated for debt service but the appropriating authorities decline to use such monies topay debt service. However, Article VIII, Section 2 of the Constitution of the State also provides that the fiscal officer of any county, city, town, village or school district may be required to set apart and apply such revenues at the suit of any holder of any obligations of indebtedness issued with the pledge of the faith of the credit of such political subdivision. In Quirk v. Municipal Assistance Corp., 41 N.Y.2d 644 (1977), the Court of Appeals described this as a "first lien" on revenues, but one that does not give holders a right to any particular revenues. It should thus be noted that the pledge of the faith and credit of a political subdivision in the State is a pledge of an issuer of a general obligation bond or note to use its general revenue powers, including, but not limited to, its property tax levy, to pay debt service on such obligations, but that such pledge may or may not be interpreted by a court of competent jurisdiction to include a constitutional or statutory lien upon any particular revenues. The Constitutional provision providing for first revenue set asides does not apply to tax anticipation notes, revenue anticipation notes or bond anticipation notes. - While the courts in the State have historically been protective of the rights of holders of general obligation debt of political subdivisions, it is not possible to predict what a future court might hold. In prior years, certain events and legislation affecting a holder's remedies upon default have resulted in litigation. While courts of final jurisdiction have generally upheld and sustained the rights of holders of bonds or notes, such courts might hold that future events, including a financial crisis as such may occur in the State or in political subdivisions of the State, may require the exercise by the State or its political subdivisions of emergency and police powers to assure the continuation of essential public services prior to the payment of debt service. MUNICIPAL BANKRUPTCY The undertakings of the Town should be considered with reference, specifically, to Chapter IX of the Bankruptcy Act, 11 U.S.C. §401, et seq., as amended ("Chapter IX") and, in general, to other bankruptcy laws affecting creditors' rights and municipalities. Chapter IXermits any political subdivision, public agency or instrumentality that is insolvent or unable to meet its debts (i) to file a petition in a Court of Bankruptcy for the purpose of effecting a plan to adjust its debts provided such entity is authorized to do so by applicable state law; (ii) directs such a petitioner to file with the court a list of a petitioner's creditors; (iii) provides that a petition filed under such chapter shall operate as a stay of the commencement or continuation of any judicial or other proceeding against the petitioner; (iv) grants priorityto debt owed for services or material actually provided within three (3) months of the filing of the petition; ( )directs a petitioner to file a plan for the adjustment of its debts; and (vi)provides that the plan must be accepted in writing by or on behalf of creditors holding at least two-thirds (2/3) in amount or more than one-half(1/2) in number of the listed creditors. Bankruptcy proceedings by the Town could have adverse effects on holders of bonds or notes including (a) delay in the enforcement of their remedies, (b) subordination of their claims to those supplying goods and services to the Town after the initiation of bankruptcy proceedings and to the administrative expenses of bankruptcy proceedings and (c) imposition without their consent of a reorganization plan reducing or delaying payment of the Bonds. The Bankruptcy Code contains provisions intended to ensure that, in any reorganization plan not accepted by at least a majority of a class of creditors such as the holders of general obligation bonds, such creditors will have the benefit of their original claim or the "indubitable equivalent". The effect of these and other provisions of the Bankruptcy Code cannot be predicted and may be significantly affected by judicial interpretation. 8 Accordingly, enforceability of the rights and remedies of the owners of the Bonds, and the obligations incurred by the Town, may become subject to Chapter IX and applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or affecting the enforcement of creditor's rights generally, now or hereafter in effect, equity principles which may limit the specific enforcement under State law of certain remedies, the exercise by the United States of America of the powers delegated to it by the Constitution, the reasonable and necessary exercise, in certain exceptional situations, of the police powers -inherent in the sovereignty of the State and its governmental bodies in the interest of serving a significant and. legitimate public purpose and the limitations on remedies against public agencies in the State. Bankruptcy proceedings, or the exercise of powers by the federal or State government, if initiated, could subject the owners of the Bonds to judicial discretion, interpretation and of their rights in bankruptcy or otherwise, and consequently may entail risks of delay, limitation, or modification of their rights. The State has consented (see Title 6-A of the Local Finance Law) that any municipality in the State may file apetition with any United States district court or court of bankruptcy under any provision of the laws of the United States, now or hereafter in effect for the composition or adjustment of municipal indebtedness. However, it is noted that there is no record of any recent filings by a New York municipality. Since the New York City fiscal crisis in 1975, the State has legislated a finance control or review board and assistance corporations to monitor and restructure finance matters in addition to New York City, for the Cities of Yonkers, Troy and Buffalo and for the Counties of Nassau and Erie. Similar active intervention pursuant to State legislation to relieve fiscal stress for the Town in the future cannot be assured. No current state law purports to create any priority for holders of the Bonds should the Town be under the jurisdiction of any court, pursuant to the laws of the United States, now or hereafter in effect, for the composition or adjustment of municipal indebtedness. The above references to the Bankruptcy Act are not to be construed as an indication that the Town is currently considering or expects to resort to the provisions of the Bankruptcy Act. Financial Control Boards Pursuant to Article IX Section 2(b)(2) of the State Constitution, any municipality in the State may request the intervention of the State in its "property, affairs and government" by a two-thirds vote of the total membership of its legislative body or on request of its chief executive officer concurred in by a majority of such membership. This has resulted in the adoption of special acts for the establishment of public benefit corporations with varying degrees of authority to control the finances (including debt issuance) of the Cities of Buffalo, Troy and Yonkers and the County of Nassau. .The specific authority, powers and composition of the financial control boards established by these acts varies based upon circumstances and needs. Generally, the State legislature has granted such boards the ower to approve or disapprove budget and financial plans and to issue debt on behalf of the municipality, as well as to impose wage and/or hiring freezes and in certain cases approve or disapprove collective bargaining agreements. Implementation is generally left to the discretion of the board of the public benefit corporation. Such a State financial control board was first established for New York City in 1975. In addition, upon the issuance of a certificate of necessity by the Governor reciting facts which in the judgment of the Governor constitute an emergency requiring enactment of such laws, with the concurrences of two-thirds of the members elected in each house of the State legislature, the State is authorized to intervene in the "property, affairs and governments" of local government units. This occurred in the case of the County of Erie in 2005. The authority of the State to intervene in the financial affairs of a local government is further supported by Article VIII, Section 12 of the Constitution.which declares it to be the duty of the State legislature to restrict, subject to other provisions of the Constitution, the power of taxation, assessment, borrowing money and contracting indebtedness and loaning the credit of counties, cities, Towns and villages so as to prevent abuses in taxation and assessment and in contracting indebtedness by them. In 2013, the State established a new state advisory board to assist counties, cities, Towns and villages in financial distress. The Financial Restructuring Board for Local Governments (the "FRB"), is authorized to conduct a comprehensive review of the finances and operations of any such municipality deemed by the FRB to be fiscally eligible for its services upon request by resolution of the municipal legislative body and concurrence of its chief executive. The FRB is authorized to make recommendations for, but cannot compel improvement of fiscal stability, management and delivery of municipal services, including shared services opportunities, and is authorized to offer grants and/or loans of up to $5,000,000 through a Local Government Performance and Efficiency Program to undertake certain recommendations. If a municipality agrees to undertake the FRB recommendations,it will be automatically bound to fulfill the terms in order to receive the aid. The FRB is also authorized to serve as an alternative arbitration panel for binding arbitration. 9 Although from time to time there have been proposals for thecreationof a statewide financial-control board with broad authority over local governments in the State, the FRB does not have emergency financial control board powers to intervene in the finances and operations of entities such as the public benefit corporations established by special acts as described above. Several municipalities in the State are presently working with the FRB. The Town has not applied to the FRB and does not reasonably anticipate submission of a request to the FRB for a comprehensive review of its finances and operations. School districts and fire districts are not eligible for FRB assistance. No Past Due Debt No principal or interest payment on Town indebtedness is past due. The Town has never defaulted in the payment of the principal of and/or interest on any indebtedness. THE TOWN There follows in this Statement a brief description of the Town, together with certain information concerning its economy and governmental organization, its indebtedness, current major revenue sources and expenditures and general and specific funds. General Information The Town, with a land area of 54.5 square miles, is located in eastern Suffolk County on the north fork of Long Island. Settlement took place in 1640. The Village of Greenport is located who% within the Town. The Town also includes the area of Fishers Island which is located approximately twelve miles east of the mainland. Fishers Island is accessible only by water or air. There is ferry service operating between New London, Conneticut and Fishers Island, as well as between Orient Point and New London, Connecticut The Town is primarily a rural resort area with substantial shopping facilities available at Greenport, at various shopping centers within the Town, and at Riverhead just to the west. Commercial and professional services are available principally in the hamlets of Cutchogue, Mattituck, Southold and the Village of Greenport. Agriculture has been a major industry in the Town since its origins. In recent years, farm crops have gradually evolved from basic production to nursery crops including shrubs, sod, potted plants and other ornamentals. A substantial portion of theseproducts are shipped by ferry across Long Island Sound for distribution throughout New England. A number of vineyards have been established and wine-making is an important industry. Southold has both a hospital (Eastern Long Island Hospital) and a life care facility (Peconic Landing). The life care facility recently completed a $44 million expansion.to its 144 acre site located on the Long Island Sound. Both are significant employers in the Town. Southold is also a major tourist destination. Traditionally, the Town has been a summer resort area utilizing the bays, inlets, Long Island and Block Island Sounds. However, new venues and attractions have substantially increased the tourism season early in the spring well into the fall.. The main highways in the Town are New York State Route 25 and the North Road. Rail transportation is provided by the Long Island Rail Road with stations at Mattituck, Southold and Greenport. Bus service is provided by the County of Suffolk. Electric service is provided by PSEG Long Island; gas service is provided by National Grid. Fire protection is the responsibility of volunteer fire and fire protection districts. The Town provides its own police protection. In the Village of Greenport, electric service and fire protection are provided by the Village. 10 Government Subject to the provisions of the State Constitution, the Town operates pursuant to the Town Law, the General Municipal Law, the Local Finance Law, other laws generally applicable to the Town, and any special laws specifically applicable to the Town. Under such laws, there is no authority for the Town to have a charter, but pursuant to the Town Law and other laws generally applicable to home rule, the Town may-froin time-to time adopt local laws which do not conflict with existing laws as enacted by the State. The legislative power of the Town is vested in the Town Board, which consists of five members, elected for a term of four years, and the Supervisor, who is the chief executive officer of the Town, elected for a term of four years. Such terms are staggered such that two or three councilpersons are elected every two years. All the Town Board members are elected at large and there is no limitation to the number of terms each may serve. Six independently governed school districts are located wholly or partially within the Town, which rely on their own taxing powers granted by the State to raise revenues. The school districts use the Town's assessment roll as their basis for taxation of property located within the Town. Employees The Town provides services through approximately 205 union and 70 non-union employees The following table presents the number of employees represented by organized labor, the names of the unions and the contract expiration dates. Approximate Date Name of Union Membership Contract Expires Civil Service Employees Association.............. 164 12-31-16 Police Benevolent Association........................ 52 12-31-141 a. Contract in negotiation ECONOMIC AND DEMOGRAPHIC INFORMATION Population Characteristics The Town has had a population trend, as compared to the County and the State, as indicated below: Year: Town of Southold Suffolk County New York State 1970................................................................. 16,804 1,127,030 18,241,391 1980................................................................. 19,172 1,284,231 17,557,288 1990................................................................. 19,836 1,321,977 17,990,455 2000................................................................. 20,599 1,419,369 18,976,457 2010................................................................. 23,175 1,518,475 19,541,453 2014.................................................................. 22,154 1,500,373 19,594,330 Source: U.S.Bureau of the Census. 11 Income Data - - --- Per Capita Money Income 1990 2000 2010 2014° Town of Southold $19,037 $27,619 $41,450 $46,648 County of Suffolk 18,481 26,577 35,411 37,427 State of New York 16,501 23,389 30,791 32,829 Median Household Income 1990 2000 2010 20143 Town of Southold $35,392 $49,898 $83,240 $83,559 County of Suffolk 49,128 65,288 84,235 88,323 State of New York 32,965 43,393 55,217 58,687 Source: United State Bureau of the Census a. Note: Based on American Community Survey 5-Year Estimates(2010-2014) Unemployment Rate Statistics Unemployment .statistics are not available for the Town as such. The smallest area for which such statistics are available (which includes the Town) is the County of Suffolk. The information set forth below with respect to such County is included for information purposes only. It should not be implied from the inclusion of such data in this Statement that the Town is necessarily representative of the County or vice versa. Suffolk New York Annual Averages: County State 2011................................................ 8.9% 8.0% 2012................................................ . 7.8 8.6 2013................................................ 6.5 7.7 2014................................................ 5.3 6.4 2015................................................ 4.8 5.3 .2016 (5 Months)............................. 4.4 5.0 Source: Department of Labor,State of New York Selected Listing of Larger Employers Approximate Name Type No. of Employ Eastern Long Island Hospital.......................... Hospital 390 Mattituck-Cutchogue UFSD............................ Public School 380 Plum Island ADC ............................................ U.S. Govt. Facility 360 . Town of Southold............................................ Local Government 275 Peconic Landing.............................................. Life Care Community 214 Southold UFSD............................................... Public School 164 San Simeon by the Sound................................ Nursing Home 175 Claudio's Restaurant....................................... Restaurant 120 Greenport UFSD ............................................. Public School 100 Stidd Systems.................................................. Marine Parts 75 Village of Greenport ....................................... Local Government 73 12 INDEBTEDNESS OF THE TOWN Constitutional Requirements The State Constitution limits the power of the Town (as well as other municipalities and school districts of the State)to issue obligations and contract indebtedness. Such constitutional limitations include the following, in summary form, and are generally applicable to the Town and the Bonds: Purpose and Pledge. The Town shall not &ive or loan any money or property to or in aid of any individual or private corporation or private undertaking or give or loan its credit to or in aid of any of the foregoing or any public corporation. The Town may contract indebtedness only for a Town purpose and shall pledge its faith and credit for the payment of principal of and interest thereon. Payment and Maturity. Except for certain short-term indebtedness contracted in anticipation of taxes, indebtedness shall be paid in annual installments commencing no later than two years after the date such indebtedness shall have been contracted and ending no later than the expiration of the period of probable usefulness of the object or purpose as determined by statute or the weighted average period of probable usefulness thereof; no installment may be more than fifty per centum in excess of the smallest prior installment, unless the Town has authorized the issuance of indebtedness having substantially level or declining annual debt service. The Town is required to provide an annual appropriation for the payment of interest due during the year on its indebtedness and for the amounts required in such year for amortization and redemption of its serial bonds and bond anticipation notes. General. The Town is further subject to constitutional limitation by the general constitutionally imposed duty on the State Legislature to restrict the power of taxation, assessment, borrowing money, contracting indebtedness and loaning the credit of the Town so as to prevent abuses in the exercise of such powers; however, as has been noted under "Nature of Obligation", the State Legislature is prohibited by a specific constitutional provision from restricting the power of the Town to levy taxes on real estate for the payment of interest on or principal of indebtedness theretofore contracted. However, the Tax Levy Limit Law imposes a statutory limitation on the Town's power to increase its annual tax levy, unless the Town complies with certain procedural requirements to permit the Town to levy certain year-to-year increases in real property taxes. (See "Tax Levy Limit Law" herein). Statutory Procedure In general, the State Legislature has authorized the power and procedure for the Town to borrow and incur indebtedness subject,-of course, to the constitutional provisions set forth above. The power to spend money, however, generally derives from other law, including the Town Law and the General Municipal Law. Pursuant to the Local Finance Law, the Town authorizes the incurrence of indebtedness by the adoption of a bond resolution approved by at least two-thirds of the members of the Town Board, exce t in the event that the Town Board determines to subject the bond resolution to voter approval by mandatory referendum, in which case only a three-fifths vote is required. The Local Finance Law also provides a twenty-day statute of limitations after publication of a bond resolution which, in effect, estops thereafter legal challenges to the validity of obligations authorized by such bond resolution except for alleged constitutional violations. The Town has complied with such requirements with respect to the bond resolution authorizing the issuance of the Bonds. Each bond resolution usually authorizes the construction, acquisition or installation of the object or purpose to be financed, sets forth the plan of financing and specifies the maximum maturity of the bonds subject to the legal (Constitution, Local Finance Law and case law) restrictions relating to the period of probable usefulness with respect thereto. 13 Each bond resolution also authorizes the issuance of bond anticipation notes prior to the issuance of serial bonds.-Statutory law in New York permits bond anticipation notes to be renewed each year provided-that- principal rovided that-principal is amortized and provided that such renewals do not (with certain exceptions) extend more than five years beyond the original date of borrowing. However, notes issued in anticipation of the sale of serial bonds for assessable improvements are not subject to such five year limit and may be renewed, subject to annual reductions of.principal, for the entire period of probable usefulness of the purpose for which such bonds were originally issued. (See "Payment and Maturity" under "Constitutional Requirements" herein). In addition, under each bond resolution,the Town Board may delegate, and has delegated, power to issue and sell bonds and notes, to the Supervisor, the chief fiscal officer oftheTown. In general, the Local Finance Law contains similar provisions providing the Town with power to issue general obligation revenue anticipation notes,tax anticipation notes, deficiency notes and budget notes. Debt Limit. The Town has the power to contract indebtedness for any Town purpose so long as the aggregateprincipal amount thereof shall not exceed seven per centum of the average full valuation of taxable real estate of the Town and subject to certain enumerated exclusions and deductions such as water and certain sewer facilities and cash or appropriations for current debt service. The constitutional and statutory method for determining the full valuation is by dividing the assessed valuation of taxable real estate by the respective equalization rates assigned to each assessment roll. Such equalization rates are the ratios which each of such assessed valuations bear to the respective full valuation of such year, as assigned by the Office of Real Property Tax Services. The State Legislature is required to prescribe the manner by which such ratios shall be determined. Average full valuation is determined by adding the full valuations for the most recently completed assessment roll and the four immediately preceding assessments rolls and dividing the resulting sum of such addition by five. There is no constitutional limitation on the amount that may be raised by the Town by tax on real estate in any fiscal year to pay principal and interest on all indebtedness. However, the Tax Levy Limit Law, imposes a statutory limitation on the power of the Town to increase its annual tax levy, unless the Town complies with certain procedural requirements to permit the Town to levy certain year-to-year increases in real property taxes. (See"Tax Levy Limit Law" herein). 14 The following pages set forth certain details with respect to the indebtedness of the Town. Computation of Debt Limit and Calculation of Net Debt Contracting Margin (As of August 31, 2016) Fiscal Year State Ending Assessed Equalization Full December 31: Valuation Rate Valuation 2012...:............................................................ $108,282,986 1.11% $9,755,223,964 2013................................................................. 107,853,985 1.15 9,378,607,391 2014................................................................. 107,615,154 1.18 9,119,928,305 2015................................................................. 107,438,154 1.17 9,182,748,205 2016................................................................. 107,927,842 1.10 9,811,622,000 Total Five Year Full Valuation................................................................................................ $47,248,129,865 Average Five Year Full Valuation........................................................................................... 9,449,625,973 Debt Limit-7% of Average Full Valuation............................................................................. 661,473,818 Inclusions: Outstanding Bonds: GeneralPurposes............................................................................................................ 36,138,000 Other............................................................................................................................... 0 Sub-Total .............................................................................................................. 36,138,000 Bond Anticipation Notes................................................................................................ 0 TotalInclusions........................................................................................................................ 36,138,000 Exclusions: Appropriations................................................................................................................... 0 OtherExclusions................................................................................................................ 0 TotalExclusions....................................................................................................................... 0 Total Net Indebtedness............................................................................................................. 36,138,000 Net Debt Contracting Margin................................................................................................... $625.335,818 Percent of Debt Limit Exhausted............................................................................................. 5.46% a. Includes$23;251,404 in bonds outstanding for the preservation of open space. See"Community Preservation Fund"herein. 15 Trend of Town Indebtedness The following table represents the outstanding indebtedness of the Town at the end of the last five preceding fiscal years. Fiscal Year Ending December 31: 2011 2012 _ 2013 - - 2014 2015 - Debt Outstanding End of Year: Bonds $44,385,000 $41,730,000 $39,185,000 $36,610,000 $33,530,000 Bond Anticipation Notes 2,992,000 1,494,000 1,523,000 2,959,000 3,529,000 Total Debt Outstanding $47.377.000 43.224.000 $40,708,000 $39,569,000 $37,059,000 Details of Short-Term Indebtedness Outstanding As of the date hereof, the Town has no short-term debt outstanding. Debt Service Requirements-Outstanding Bondsa Net After Fiscal Year Less: Debt Issuance of Ending Outstanding Refunding Service to be Refunding December 31: Debt Service Debt Service Sub-Total Refunded Bonds 2016 $ 3,839,594 $ 0 $ 3,839,594 $ 0 $ 3,839,594 2017 4,314,734 1,840,177 6,154,911 1,986,306 4,168;605 2018 4,249,225 1,851,244 6,100,469 1,987,806 4,112,663 2019 3,730,938 1,824,544 5,555,482 1,963,206 3,592,275 2020 3,487,375 1,791,944 5,279,319 1,937,856 3,341,462 2021 3,458,025 1,809,594 5,267,619 1,951,306 3,316,312 2022 3,133,525 1,790,344 4,923,869 1,933,106 2,990,763 2023 3,136,475 1,767,844 4,904,319 1,913,006 2,991,313 2024 3,059,925 1,778,244 4,838,169 1,915,256 2,922,913 2025 3,003,781 1,761;344 4,765,125 1,898,738 2,866,388 2026 2,703,681 1,664,744 4,368,425 1,804,038 2,564,388 2027 2,632,544 1,639,292 4,271,836 1,784,050 2,487,786 2028 2,608,069 1,628,594 4,236,663 1,775,075 2,461,588 2029 2,551,838 1,606,622 4,158,459 1,749,144 2,409,316 2030 2,499,078 1,577,550 4,076,628 1,721,459 2,355,169 2031 255,269 0 255,269 0 255,269 2032 250,569 0 250,569 0 250,569 2033 245,575 0 245,575 0 245,575 2034 240,288 0 240,288 0 240,288 Totals $49,400.507 $ 24 332 078 $ 73.732 585 $ 26,320,353 $47.412.232 a. Includes$23,251,404 in bonds issued for the preservation of open space. See"Community Preservation Fund"herein. Does not reflect payments made to date. 16 Calculation of Estimated Overlapping and Underlying Indebtedness Applicable Applicable Overlapping Date of Percentage Total Net Units Report Applicable Indebtedness Indebtedness County of Suffolk.............................. 04-20-16 3.69% $82,719,993 $50,641,438 Village of Greenport.......................... 11-20-15 100.00 8,065,410 6,650,000 School Districts................................ Fishers Island ...................... 06-30-15 100.00 0 0 Greenport.............................. 11-18-15 100.00 7,830,000 7,047,000 Mattituck-Cutchogue .......... 11-18-15 98.49 19,003,645 17,483,353 New Suffolk Common ........ 06-30-15 100.00 0 0 Oysterponds ......................... 06-30-15 100.00 26,399 26,399 Southold ............................. 11-18-15 100.00 2,965,000 2,950,000 Fire District........................................ Cutchogue............................. 12-31-14 100.00 71,341 71,341 East Marion.......................... 12-31-14 100.00 29,018 29,018 Fishers Island........................ 12-31-14 100.00 0 0 Mattituck.............................. 12-31-14 100.00 685,105 685,105 Orient.................................... 12-31-14 100.00 0 0 Southold....:.......................... 12-31-14 100.00 450,000 450,000 Totals........................................ $121,845.811 $85.433.654 Sources: Annual Financial Reports on file with the Office of the State Comptroller,or more recently published Official Statements. Debt Ratios (As of August 31, 2016) Percentage Amounts Per Capita 6 Of Full Value` Total Direct Debt..................................................................... $36,138,000 $1,631 0.358% Net Direct Debt....................................................................... 36,138,000 1,631 0.368 Total Direct&Applicable Total Overlapping Debt............... 157,983,811 7,131 1.610 Net Direct&Applicable Net Overlapping Debt..................... 121,571,654 5,488 1.239 a. Exclusive of the Bonds. b. The current estimated population of the Town is 22,154(2014 U.S.Census). c. The full valuation of taxable real property in the Town for 2015-16 is$9,811,622,000. 17 Authorized But Unissued Items The following Bonds are authorized but unissued: Date Authorized Purpose Amount 08-16-11 Stormwater Mitigation......................................................... $439,100 Capital Program The Town annually adopts a three year Capital Improvement Plan. Projects may be funded by State and Federal aid, reserves,proceeds of,obligations, property taxes or a combination thereof. A summary of the Capital Budget for 2016-2018 is set forth below: Department 2016 2017 2018 General Town................................................... $ 842,250 $ 190,000 $ 62,000 Highway Fund.................................................. 110,000 -0- -0- Total..................................................... $ 952.250 $ 190.000 $ 62.000 Sources Appropriations................................................. $ 452,250 $ 190,000 $ 62,000 Town Debt....................................................... 500,000 -0- -0- Total.................................................... 952 250 190 000 L-62.000 Community Preservation Fund In 1998, the voters of the five East End towns (East Hampton, Riverhead, Shelter Island, Southampton, and Southold) approved a referendum creating the Community Preservation Fund, (the "Fund") which is a conservation program to preserve open space and farmland in the five towns. The fund is financed by a 2% tax on real estate sales. This is a one-time tax that the buyers of real estate are required to pay when purchasing a new or used home or vacantproperty. In 2006, the voters in all five towns approved a referendum to extend the collection of the tax through 2030. The Fund facilitates a voluntary program whereby landowners can sell their land or the development rights on the land to the respective towns at fair market value. The towns may issue bonds for purchases to be paid back through the life of the Fund with the 2% tax revenues. When a town finances an acquisition through the issuance of bonds, Section 64e of Town Law requires the preparation of a report by or on behalf of the Town Supervisor which demonstrates how such indebtedness will be repaid by the Fund, including an estimate of projected revenues of the Fund during the period of indebtedness, an accounting of all other indebtedness incurred against the Fund to be repaid for the same period, and a finding that there will be sufficient revenue to repay such indebtedness in its entirety from the Fund. 18 The following represents the annual 2% Land Transfer Taxes of the Fund for the five most recently completed fiscal years and the current budget. Such amounts do not include other revenues received from grants and interest income. Fiscal Year Ending Total Land_ December 31: Transfer Taxes 2011 ............................................................................. $3,570,355 2012............................................................................. 3,842,768 2013........................................:.................................... 5,023,334 2014............................................................................. 6,060,255 2015............................................................................. 6,464,184 2016 (Budget).............................................................. 6,500,000 As of the date of this Statement, there are $23,696,404 in bonds outstanding, the debt service on which is expected to be paid for by the Fund, although the outstanding bonds are general obligations of the Town and there is no specific pledge of moneys from the Fund to bondholders. The following represents the annual debt service requirements on the outstanding bonds originally issued for the purposes of preserving open space; it does not reflect payments made to date. Debt Service Requirements—Community Preservation Fund Only' Fiscal Year Ending December 31: Principal Interest Total 2016........................................................................... $1,364,143 $ 953,959 $2,318,102 2017........................................................................... 1,433,861 883,005 2,316,866 2018........................................................................... 1,461,173 833,685 2,294,858 2019........................................................................... 1,473,560 786,455 2,260,015 2020........................................................................... 1,491,947 734,427 2,226,374 2021 ........................................................................... 1,538,147 677,538 2,215,685 2022........................................................................... 1,563,147 617,523 2,180,670 2023........................................................................... 1,640,497 555,315 2,195,812 2024........................................................................... 1,696,597 489,341 2,185,938 2025........................................................................... 1,729,983 418,923 2,148,906 2026........................................................................... 1,757,982 345,973 2,103,955 2027........................................................................... 1,797,982 270,639 2,068,621 2028........................................................................... 1,856,282 196,265 2,052,547 2029........................................................................... 1,887,355 124,683 2,012,038 2030........................................................................... 1.922.891 51.550 1.974.441 Totals...................................................................... $24,615.547 $7.939.278 $32,554,825 a. Does not reflect 2016 payments made to date. The Town has enacted a debt service policy that is reviewed annually and approved by the Town Board. The Town Board has determined that an appropriate amount of fund balance should be maintained in the Fund in order to meet the Town's obligation to repay the bonded indebtedness. As such, the Town has set aside the current and ensuing year's debt service to ensure that there is adequate coverage in the Fund. 19 Landfill Closure and Postclosure Care Costs The Town owns a landfill on a site in the unincorporated area of Cutchogue, commonly known as the Cutchogue Landfill. The Town ceased accepting waste at its Cutchogue Landfill as of October 8, 1993. Placement of the final cover, referred to as capping, on the landfill was completed in November 2003. In addition to placement of the final cover on the landfill, state and federal regulations presently require the Town to perform certain maintenance and monitoring functions at the site for up to_thirty years. The Town has and will continue to comply with said requirements. The ongoing post closure costs are estimated to be between $17,000 and $18,500 per year from 2016 through 2018. The Town paid $15,450 for such costs in 2015 and will continue to pay these costs in the future. Actual costs associated with the capping totaled $7,681,720. Financing for closure activities was provided inpart through a grant from the New York State Department of Environmental Conservation in the amount of$2,000,000. The balance was provided through a State subsidized loan received in July, 2004 from the New York State Environmental Facilities Corporation. Costs associated with postclosure care will be paid from charges to future users of the collection facility and site and future tax revenue. FINANCES OF THE TOWN Financial Statements and Accounting Procedures The Town maintains its financial records in accordance with the Uniform System of Accounts for Towns prescribed by the State Comptroller. The financial records of the Town are audited by independent accountants. The last such audit made available for public inspection covers the fiscal year ended December 31, 2015. In addition, the financial affairs of the Town are subject to periodic compliance review by the Office of the State Comptroller to ascertain whether the Town has complied with the requirements of various State and Federal statutes. A summary of the 2015 unaudited financial results of the Town are presented in Appendix A. As required by law, The Town prepares an annual Financial Report Update Document for submission to the State Comptroller. Such report for fiscal year ending 2015 has been filed and a copy of such report is attached as Appendix B. Fund Structure and Accounts The Town utilizes fund accounting to record and report its various service activities. A fund represents both a legal and an accounting entity which segregates the transactions of specific programs in accordance with special regulations, restrictions or limitations. There are two basic fund types: governmental funds that are used to account for basic services and capital projects; and fiduciary funds that account for assets held in a trustee capacity. Account groups, which do not represent funds, are used to record fixed assets and long-term obligations that are not accounted for in a specific fund. The Town presently maintains the following governmental funds: General Fund, Highway Fund, Community Preservation Fund and Special Districts Funds, and the Capital Projects Fund. Fiduciary funds consist of a Trust and Agency Fund. There are no proprietary funds. Account groups are maintained for fixed assets and long-term debt. Basis of Accounting The Town's governmental funds are accounted for on a modified accrual basis of accounting. Under the modified accrual basis, revenues are recognized when they become susceptible to accrual - that is, when they become "measurable" and "available" to finance expenditures to the current period. Revenues that are susceptible to accrual include real property taxes, intergovernmental revenues (State and Federal aid) and operating transfers. Expenditures are generally recognized under the modified accrual basis of accounting in which recognition occurs when the related fund liability is incurred. An exception to this general rule is unmatured interest on general long-term debt which is recognized when due. 20 Investment Policy Pursuant to State law, including Sections 10 and 11 of the General Municipal Law (the "GML"), the Town is generally permitted to deposit moneys in banks or trust companies located and authorized to do business in the State. All such deposits, including special time deposit accounts and certificates of deposit in excess of the amount insured under the Federal Deposit Insurance Act, are required to be secured in accordance with the provisions of and subject to the limitations of Section 10 of the GML. The Town may also temporarily invest moneys in: (1) obligations of the United-States of America; (2) obligations guaranteed by agencies of the United States of America where the payment of principal and interest are guaranteed by the United States of America; (3) obligations of the State of New York; (4) with the approval of the New York State Comptroller, in tax anticipation notes or revenue anticipation notes issued by any municipality, school district, or district corporation, other than those notes issued by the Town itself; (5) certificates of participation issued in connection with installment purchase agreements entered into by political subdivisions of the State pursuant to Section 109-b(10) of the GML; (6) obligations of a New York public benefit corporation which are deemed lawful investments for municipalities pursuant to the enabling statute of suchpublic benefit corporation; or (7) in the case of moneys held in certain reserve funds established by the Town pursuant to law, in obligations of the Town. All of the foregoing investments are required to be payable or redeemable at the option of the owner within such times as the proceeds will be needed to meet expenditures for purposes for which the moneys were provided and, in the case of obligations purchased with the proceeds of bonds or notes, shall be payable or redeemable in any event, at the option of the owner, within two years of the date of purchase. Unless registered or inscribed in the name of the Town, such instruments and investments must be purchased through, delivered to and held in custody of a bank or trust company in the State pursuant to a written custodial agreement as provided by Section 10 of the GML. The Town Board has adopted an investment policy and such policy conforms with applicable laws of the State governing the deposit and investment of public moneys. All deposits and investments of the Town are made in accordance with such policy. Budgetary Procedures The head of each administrative unit of the Town is required to file detailed estimates of revenues (other than real property taxes) and expenditures for the next fiscal year with the budget officer(Supervisor) on or before August 15` Estimates for each fire district situated within the Town must also be filed with the budget officer by this date. After reviewing these estimates, the budget officer prepares a tentative budget which includes his recommendations. A budget message explaining the main features of the budget is also prepared at this time. The tentative budget is filed with the Town Clerk not later than the 30th of September. Subsequently, the Town Clerk presents the tentative budget to the Town Board at the regular or special hearing which must be held on or before October 5th. The Town Board reviews the tentative budget and makes such changes as it deems necessary and that are not inconsistent with the provisions of the law. Following this review process, the tentative budget and such modifications, if any, as approved by the Board, become the preliminary budget. A public hearing, notice of which must be duly published in the Town's official newspaper, on the preliminary budget is generally required to be held on the Thursday immediately following the general election. At such hearing, any person may express his or her opinion concerning the preliminary budget; however, there is no requirement or provision that the preliminary budget or any portion thereof be voted on by members of the public. After the public hearing, the Town Board may further change and revise the preliminary budget. The Town Board, by resolution, adopts the preliminary budget as submitted or amended no later than November 20th, at which time, the preliminary budget becomes the annual budget of the Town for the ensuing fiscal year. Budgetary control during the year is the responsibility of the Supervisor who is assisted in this area by the Town Comptroller. Any changes or modifications to the annual budget, including the transfer of appropriations among line items, must be approved by resolution of the Town Board. However, the supervisor is authorized to transfer certain budgeted amounts within departments. Budget Summaries for the 2015 and 2016 fiscal years may be found in Appendix A. 21 Financial Operations The Supervisor functions as the chief fiscal officer as provided in Section 2 of the Local Finance Law; in this role, the Supervisor is responsible for the Town's accounting and financial reporting activities. In addition, the Supervisor is also the Town's budget officer and must therefore prepare the annual tentative budget for submission to the Town Board. Pursuant to Section 30 of the Local Finance Law, the Supervisor has been authorized to issue or renew certain specific types of notes. As required by law, the Supervisor must execute an authorizing certificate which then becomes a matter of public record. The Town Board, as a whole, serves as the finance board of the Town and is responsible for authorizing, by resolution, all material financial transactions such as operating and capital budgets and bonded debt. Town finances are operated primarily through the General and Special Revenue Funds. The General Fund receives most of its revenue from real property tax and State aid. Current operating expenditures are paid from these funds subject to available appropriations. The Town also has refuse, sewer and wastewater districts, which are accounted for within separate funds. The primary sources of income for these districts comes from special assessments levied against district properties at the same time real estate taxes are levied. Capital projects and equipment purchases are accounted for in special capital projects funds. The Town observes a calendar year (January 1 through December 31)for operating and reporting purposes. Revenues The Town receives most of its revenues from a real property tax on all taxable property situated within the Town and from State Aid. A summary of such revenues for the five most recently completed fiscal years may be found in Appendix A. See also"Tax Levy Limit Law"herein. Real Property Taxes See "Real Property Tax Information", herein. State Aid The Town receives financial assistance from the State. If the State should not adopt its budget in a timely manner, municipalities and school districts in the State, including the Town, may be affected by a delay in the payment of State aid. Additionally, if the State should experience difficulty in borrowing funds in anticipation of the receipt of State taxes in order to pay State aid to municipalities and school districts in the State, including the Town, in this year of future years, the Town may be affected by a delay in the receipt of State aid until sufficient State taxes have been received by the State to make State aid payments. The Town received approximately 5.39% of its total general fund operating revenue from State aid in 2015 and is expected to receive similar amount in 2016. There is no assurance, however,that State appropriations for aid to municipalities will continue, either pursuant to existing formulas or in any form whatsoever. The State is not constitutionally obligated to maintain or continue such aid and, in fact, the State has drastically reduced funding to municipalities and school districts in the last several years in order to balance its own budget. Approximately 88% of the State Aid recorded in the General Fund comes from the State predominantly through mortgage recording taxes. The State imposes a tax on the privilege of recording a mortgage on real property located with the State. The mortgage recording tax includes a basic tax of$0.50 per $100 of mortgage principal, with additional taxes of$0.25 to$1.25 per$100 of mortgage principal based on certain conditions. Although the Town cannot predict at this time whether there will be any delays and/or reductions in State aid in the current year or in future fiscal years or whether there will be additional Federal monies made available to lay State aid in future years, the Town may be able to mitigate the impact of any delays or reductions by reducing expenditures, increasing revenues, appropriating other available funds on hand, and/or by any combination of the foregoing. 22 The following table sets forth the percentage of the Town's General Fund revenue comprised of State aid for each of the fiscal years 2011 through 2014, and unaudited for 2015. Year Ended Total General Fund State and Federal Aid December 31: Revenue State Aid To Revenues M 2011 $27,207,336 $1,133,604 4.17% 2012 26,740,120 1,108,200 4.14 2013 26,727,045 1,267,765 4.74 2014 27,521,679 1,333,819 4.85 2015 (Unaudited) 27,575,921 1,488,134 5.39 Source: Audited financial statements(2011-2014)and the Annual Update Document for 2015(Unaudited). The State Comptroller's Fiscal Stress Monitoring System The New York State Comptroller has reported that New York State's school districts and municipalities are facing significant fiscal challenges. As a result, the Office of the State Comptroller has developed a Fiscal Stress Monitoring System ("FSMS") to provide independent, objectively measured and quantifiable information to school district and municipal officials, taxpayers and policy makers regarding the various levels of fiscal stress under which the State's school districts and municipalities are operating. The fiscal stress scores are based on financial information submitted as part of each school district's ST- 3 report filed with the State Education Department annually, and each municipality's annual report filed with the State Comptroller. Using financial indicators that include year-end fund balance, cash position and patterns of operating deficits, the system creates an overall fiscal stress score which classifies whether a school district or municipality is in "significant fiscal stress", in "moderate fiscal stress," as "susceptible to fiscal stress" or "no designation'.-Entities that do not accumulate the number of points that would 'lace them in a stress category will receive a financial score but will be classified in a category of"no designation. This classification should not be interpreted to imply that the entity is completely free of fiscal stress conditions. Rather, the entity's financial information, when objectively scored according to the FSMS criteria, did not generate sufficient points to place them in one of the three established stress categories. The most current applicable report of the State Comptroller designates the Town as "No Designation". (Fiscal Score: 6.70%). See the State Comptroller's official website for more information on FSMS. Reference to this website implies no warranty of accuracy of information therein, In addition, the Office of the State Comptroller helps local government officials manage government resources efficiently and effectively. The Comptroller oversees the fiscal affairs of local governments statewide, as well as compliance with relevant statutes and observance of good business practices. This fiscal oversight is accomplished, in part, through its audits, which identify opportunities for improving operations and governance. The most recent audit performed was released in January, 2015. The purpose of such audit was to review selected financial operations of the Town for the period January 1, 2013 to December 31, 2013. The complete re ort may be found on the State Comptroller's official website. Reference to this website implies no warranty ofaccuracyof information therein. Pension Systems Substantially all employees of the Town are members of the New York State and Local Employees' Retirement System ("ERS") or the State and Local Police and Fire Retirement System ("PFRS"), which together are known as the "Retirement System". The Retirement System is a cost-sharing multiple public employer retirement system. The obligation of employers and employees to contribute and the benefits to employees are governed by the New.York State Retirement System and Social. Security Law (the "Retirement System Law"). The Retirement System offers a wide range of plans and benefits which are related to years of service and final average salary, vesting of retirement benefits, death and disability benefits and optional methods of benefit payments. All benefits generally vest after five years of credited service, except for "Tier 6" employees, as 23 discussed below, whose benefits vest after ten years of credited service. The Retirement System Law generally provides that all participating employers in the Retirement System are jointly and severally liable for any unfunded amounts. Such amounts are collected through annual billings to all participating employers. Generally, all employees, except certain part-time employees, participate in the Retirement System. The Retirement System is non-contributory with respect to members hired prior to July 27, 1976. All members hired on or after July 27, 1976 and before January 1, 2010 must contribute three percent of their gross annual salary towards the costs of retirement programs until they attain ten years in the Retirement System, at such time contributions become voluntary. On December 10, 2009, then Governor Paterson signed into law the creation of a new Tier 5, which is effective for new ERS employees hired on or after January 1, 2010. New ERS employees in Tier 5 contribute 3% of their salaries. There is no provision for these contributions to cease for Tier 5 employees after a certain period of service. On March 16, 2012, Governor Cuomo signed into law the new Tier 6 pension program, effective for new ERS employees hired after April 1, 2012. The Tier 6 legislation provides for increased employee contribution rates of between 3% and 6%, an increase in the retirement age from 62 years to 63 years, a readjustment of the pension multiplier, and a change in the time period for final average salary calculation from 3 years to 5 years. Tier 6 employees will vest in the system after ten years of employment and will continue to make employee contributions throughout employment. Pension reform legislation changed the billing cycle for employer contributions to the ERS retirement system to match budget cycles of the Town. Under the previous method, the Town was not provided with required payment until after the budget was implemented. Under the reforms implemented, the employer contribution for a given fiscal year is based on the value of thepension fund on the prior April 1, instead of the following April L' As a result, the Town is notified of and can include the actual cost of the employer contribution in its budget. Legislation also required a minimum payment of 4.5% of payroll each year, including years in which investment performance of the fund would make a lower employer contribution possible. In addition, the pension payment date for all local governments was changed from December 15 to February 1 and permits the legislative body of a municipality to establish a retirement contribution reserve fund for the purpose of financing retirement contributions in the future. The New York State Retirement System has advised the Town that municipalities can elect to make employer contribution payments in the December or the following February, as required. If such payments are made in the December prior to the scheduled payment date in February, such payments may be made at a discount amount. Due to significant capital market declines in the past, the State's Retirement System portfolio has experienced negative investment performance and severe downward trends in market earnings. As a result of the foregoing, the employer contribution rate for the State's Retirement System continues to be higher than the minimum contribution rate established in the past. The State calculates contribution amounts based upon a five- year rolling average. As a result, contribution rates are expected to remain higher than the minimum contribution rates set by past legislation. To mitigate the expected increases in the employer contribution rate, various forms of legislation has been enacted that would permit local governments to borrow a portion of their required payments from the State pension plan. The Town does not have outstanding amortization payments to the Retirement System. The Town is required to contribute an actuarially determined rate. The required contributions for the five most recently completed fiscal years are as follows: Contributions to the Retirement Systems Fiscal Year Amount Ending of December 31: Contribution 2011 ............................................................................ $3,136,267 2012............................................................................ 3,276,453 2013............................................................................ 4,628,692 2014............................................................................ 3,721,926 2015............................................................................ 3,905,133 2016(Budget) ............................................................ 4,004,900 24 Other Past-Employment Benefits The Town provides post-retirement healthcare benefits to various categories of former employees. These costs may be expected to rise substantially in the future. GASB Statement No. 45 ("GASB 45' ) of the Governments Accounting Standards Board ("GASB") requires governmental entities, such as the Town, to account for the costs of certain non-pension post-employment benefits as it accounts for vested pension benefits. OPEB refers to "other post-emplo ment benefits," and refers to benefits other than pensions benefits. OPEB consists primarily of heal care benefits, and may include other benefits such as disability benefits and life insurance. Before GASB 45, OPEB costs were generally accounted for and managed as current expenses in the year paid and were not reported as a liability on governmental financial statements. GASB 45 requires municipalities and school districts to account for OPEB liabilities much like they already account for pension liabilities, generally adopting the actuarial methodologies used for pensions, with adjustments for the different characteristics of OPEB and the fact that most municipalities and school districts have not set aside any funds against this liability. Unlike GASB Statement No. 27, which covers accounting for pensions, GASB 45 does not require municipalities or school districts to report a net OPEB obligation at the start. Under GASB 45, based on actuarial valuation, an annual required contribution ("ARC") will be determined for each municipality or school district. The ARC is the sum of(a) the normal cost for the year (the present value of future benefits being earned by current employees) plus (b) amortization of the unfunded accrued liability (benefits already earned by current and former employees but not yet provided for), using an amortization period of not more than 30 years. If a municipality or school district contributes an amount less than the ARC, a net OPEB obligation will result, which is required to be recorded as a liability on its financial statements(the"Net OPEB"). GASB 45 does not require that the unfunded liability actually be amortized nor that it be advanced funded, only that the municipality or school district account for its unfunded accrued liability and compliance in meeting its ARC. The following table shows the components of the Town's annual OPEB cost for the year, the amount actually contributed to the plan, and changes in the Town's net OPEB obligation: Normal Cost $2,665,507 Amortization of unfunded actuarial liability (UAAL)over 30 years 3,726,053 Interest 239,684 Annual Required Contribution (ARC) 6,631,244 Interest on net other postemployment benefits obligation 11327,333 Adjustment to ARC (1,985,252) Annual OPEB cost (expense) 5,973,325 Less: contribution for year ended December 31, 2015 1,580,053 Increase in net OPEB obligation 4,393,272 Net OPEB obligation—beginning of year 35,395,548 Net OPEB obligation—end of year . $39,788.820 25 The Town's unfunded actuarial accrued OPEB liability could have a material adverse impact upon the Town's finances and could force the Town to reduce services, raise taxes or both. There is no authority in the State to establish a reserve fund for the liability at this time. Actuarial Valuations will be required every two years for OPEB plans with more than two hundred members, or every three years if there are less than two hundred members. -Additional information about GASB - 45 and other accounting rules applicable to municipalities and school districts may be obtained from GASB. Legislation has been introduced in the State Legislature to authorize local governments and other public entities to establish trusts to accumulate and disburse funds through governing board appropriation for payment of OPEB liabilities. This legislation would authorize the establishment of a trust by resolution of the local government's governing body which would serve as the trustee (unless trustee authority is delegated to the local government's chief fiscal officer). Trust investments would be held by the State Comptroller as sole custodian for investment in accordance with the written investment policy developed by the trustee and the written agreement between the trust and the State Comptroller. Trust funds would not be subject to local government creditor claims, and local government officers would not be subject to liability for loss on investments in the trust. Such legislation has not been approved at this time. REAL PROPERTY TAX INFORMATION Real Property Taxes The Town derives a major portion of its revenues from a tax on realproperty (see "Statement of Revenues, Expenditures and Changes in Fund Balance" in Appendix B, herein.) Property taxes accounted for approximately 84% of total general fund revenues, for the fiscal year ended 2015. On June 24, 2011, the Tax Levy Limit Law was enacted, which imposes a tax levy limitation upon the municipalities, school districts and . fire districts in the State, including the Town, without providing an exclusion for debt service on obligations issued by municipalities and fire districts, including the Town. See "Tax Levy Limit Law," herein. The following table sets forth the percentage of the Town's General Fund revenue (excluding other financing sources) comprised of real property taxes for each of the fiscal years 2011 through 2015, and, as budget, for the year ending December 31, 1016 Year Total General Real Real Property Ended Fund Property Taxes to December 31: Town Revenue Taxes Revenues M 2011 $27,207,336 $21,734,453 79.881% 2012 26,740,120 22,412,761 83.82 2013 26,727,045 22,215,752 83.12 2014 27,521,679 23,042,527 83.73 2015 (Unaudited) 27,575,921 23,191,122 84.09 2016 (Budgeted) 28,574,287 23,991,479 83.96 Source:Audited financial statements(2010-2014),unaudited financial statements(2015)and the adopted budget for the fiscal year ending December 31,2016. 26 The following table presents the total tax levy and collection performance for each of the last five fiscal years. Tax Levy and Collection Record 2012 2013 2014 2015 2016 Total Tax Levy....................... $117,274,147 $120,372,442 $123,165,036 $126,505,103 $127,446,79-4 = Amount Collected.................. 112,913,821 115,755,965 118,579,140 121,356,218 122,212,098- Returned 22,212,098Returned to County Amount ............................... 4,360,326 4,616,477 4,585,896 5,148,885 NA Percentage............................ 3.72% 3.84% 3.72% 4.07% NA Uncollected at End of Year of Levy............................... None None None NA NA a.As of July 15,2016. Tax Collection Procedure Property taxes for the Town, together with County, fire and school district taxes are collected by the single Town Receiver of Taxes on a tax bill. Such taxes are due and payable in equal installments on December 1 and May 10, but may be paid without penalty by January 10 and May 31, respectively. Penalties on unpaid taxes are 1%per month from the date such taxes are due and payable and 10% after May 31. The Receiver of Taxes distributes the collected tax money to the Town, fire and school districts prior to distributing the balance to the County. Uncollected amounts are not segregated by the Receiver of Taxes and any deficiency in tax collection is the County's responsibility. The Town thereby is assured to receive its tax levy. Tax Rates Per$1,000 of Assessed Valuation (Per$1,000 Assessed Valuation) Fiscal Year Ending December 31: 2012 2013 2014 2015 2016 General -Townwide .............. $206.45 $205.19 $213.29 $215.03 $221.25 General -Outside Village....... 5.69 8.41 6.53 2.86 4.68 Highway................................. 46.11 47.98 45.98 45.23 51.08 Tax Levy Limit Law Prior to the enactment of Chapter 97 of the Laws of 2011 (the "Tax Levy Limit Law") on June 24, 2011, all the taxable real property within the Town had been subject to the levy of ad valorem taxes to pay the bonds and notes of the Town and interest thereon without limitation as to rate or amount. However,the Tax Levy Limit Law, as amended, imposes a tax levy limitation upon the Town for any fiscal year commencing after May 31, 2012, continuing through May 31, 2020 as extended, without providing an exclusion for debt service on obligations issued by the Town. As a result, the power of the Town to levy real estate taxes on all the taxable real j)roperty within the Town is subject to statutory limitations, according to the formulas set forth in Tax Levy Limit Law. The following is a brief summary of certain relevant provisions of the Tax Levy Limit Law. The summary is not complete and the full text of the Tax Levy Limit Law should be read in order to understand the details and implications thereof. The Tax Levy Limit Law imposes a limitation on increases in the real property tax levy of the Town, subject to certain exceptions. The Tax Levy Limit Law permits the Town to increase its overall real property tax levy over the tax levy of the prior year by no more than the `'Allowable Levy Growth Factor', which is the lesser of one and two one-hundredths or the sum of one plus the Inflation Factor; provided, however that in no case shall the levy growth factor be less than one. The "Inflation Factor" is the quotient of: (i) the average of the 20 National Consumer Price Indexes determined by the United States Department of Labor for the twelve-month period ending six months prior to the start of the coming fiscal year minus the average of the National Consumer Price Indexes determined by the United States Department of Labor for the twelve-month period ending six months prior to the start of the prior fiscal year, divided by: (ii) the average of the National Consumer Price 27 Indexes determined by the United States Department of Labor for the twelve-month period ending six months prior to the start of the prior fiscal year, with the result expressed as a decimal to four places. The-Tax Levy Limit Law also provides for adjustments to be made to the Town's tax levy based upon changes in the assessed value of the taxable real property in the Town. Additionally, the Town will be permitted to carry forward a certain portion of its unused tax levy capacity from the prior year. The Town is required to calculate its tax levy limit for the upcoming year in accordance with the provision described above and provide all relevant information to the New York State Comptroller prior to adopting its budget. The Tax Levy Limit Law sets forth certain exclusions to the real property tax levy limitation of the Town; including exclusions for tort judgments payable by the Town. The governing board of the Town may adopt a budget that exceeds the tax levy limit for the coming fiscal year, only if the governing board of the Town first enacts, by a vote of at least sixty percent of the total voting power of the Town Board, a local law to override such limit for such coming fiscal year. The Tax Levy Limit Law does not contain an exception from the levy limitation for the payment of debt service on either outstanding general obligation bonds or notes of the Town or such indebtedness incurred'after the effective date of the Tax Levy Limit Law. As such, there can be no assurances that the Tax Levy Limit Law will not come under legal challenge for violating (i) Article VIII, Section 12 of the State Constitution for not providing an exception for debt service on obligations issued prior to the enactment of the Tax Levy Limit Law, (ii) Article VIII, Section 10 of the State Constitution by effectively eliminating the exception for debt service to general real estate tax limitations, and (iii) Article VIII, Section 2 of the State Constitution by limiting the pledge of its faith and credit by a municipality or school district for the payment of debt service on obligations issued by such municipality or school district. Real Property Tax Rebate Chapter 59 of the Laws of 2014("Chapter 59"), a newly adopted State budget bill includes provisions which provide a refundable tax credit to real property taxpayers in school districts and certain municipal units of government. Real property taxpayers in school districts are eligible for this credit in the 2014 and 2015 taxable years. Real property taxpayers in certain other municipal units of government are eligible for this credit in the 2015 and 2016 taxable years. The eligibility of real property taxpayers for the tax credit in each year depends on such jurisdiction's compliance with the provisions of the Tax Levy Limit Law. School districts budgets must comply in their 2014-2015 and 2015-2016 fiscal years. Other municipal units of government must have their budgets in compliance for their 2015 and 2016 fiscal years. Such budgets must be within the tax cap limits set by the Tax Levy Limit Law for the real property taxpayers to be eligible for this tax credit. The affected jurisdictions include counties, cities (other than any city with a population of one million or more and its counties), towns, villages, school districts (other than the dependent school districts of New York City, Buffalo, Rochester, Syracuse and Yonkers, the latter four of which are indirectly affected by applicability to their respective city) and independent special districts. Certain additional restrictions on the amount of the tax credit are set forth in Chapter 59 in order for the tax cap to qualify as one which will provide the tax credit benefit to such real property taxpayers. The tax creditpayable will be equal to the greater of the homeowner's year-to-year growth in property taxes or the allowable levy growth factor under the tax cap in the applicable years multiplied by the homeowner's prior year tax bill For the second taxable year of the program, the tax credit for real property taxpayers is additionally contingent upon adoption by the school district or municipal unit of a state approved "government efficiency plan" which demonstrates "three year savings and efficiencies of at least one per cent per year of the total tax levy from shared services, cooperation agreement and/or mergers or efficiencies . Municipalities, school districts and independent special districts must provide certification of compliance with the requirements of the new provisions to certain state officials in order to render their real property taxpayers eligible for the tax credit. While the provisions of Chapter 59 do not directly further restrict the taxingpower of the affected municipalities, school districts and special districts, they do provide an incentive for such tax levies to remain within the tax cap limits established by the Tax Levy Limit Law. The Town qualified for the program for both years. The implications of this for future tax levies and for operations and services of the Town are uncertain at this time. 28 Large Taxable Properties 2015-2016 Assessment Roll Assessed Name Type Valuation LILCO,LIPA Marketspan Keyspan................................... Utility $1,783,157 Peconic Landing at Southold.............................................. Residential Community 11357,704 Village of Greenport-Power Plant...................................... Utility 400,000 Cardinale,Alan................................................................... Shopping Center 373,000 Fishers Island Dev. Corp. .................................................. Residential Community 354,100 Robins Island Holding LLC............................................... Private Lands 336,900 Damianos, Herodotus......................................................... Vineyard 181,400 New York Telephone/Verizon .......................................... Utility 143,216 E&C Property Holdings ................................................... Commercial 128,400 Brewer Yacht Yard @ Gpt................................................... Marina 125,000 Levin Family Limited Partnership...................................... Motel &Restaurant 124,950 Anderson,Bradley&Francesca......................................... Farmland&Private Lands 120,200 Norris, Susan...................................................................... Various Properties 114,700 North Fork Bank ................................................................ Bank Building 100,136 Laurel Links Country Club................................................. Country Club 95,750 $5,738,613° a.Assessment Roll established in 2015 for levy and collection of taxes during 2016 Fiscal Year. b.Represents approximately 5.31%of the total taxable assessed valuation of the Town for 2016. Tax Certiorari Claims In common with other municipalities, there are a number of tax certiorari proceedings pending involving properties that are subject to the levy of Town taxes. The plaintiffs in these matters have asserted that their properties are over-assessed and are seeking assessment reductions. A refund of excess taxes is also generally requested. Htstoricall , certiorari claims have been settled through negotiations, resulting in amounts, at times, substantially less than originally claimed. Many settlements provide for future adjustments with no direct outlay of money. LITIGATION The Town of Southold is subject to a number of lawsuits in the ordinary conduct of its affairs. For the most part, any potential adverse decisions in such suits, either individually or in the aggregate, are not likely to have a material adverse effect on the Town. There are certain matters worthy of special mention: Nocro Ltd. and The Heritage at Cutcho ue LLC v. Scott A. Russell et al. This action seeks to nullify certain actions of the Town Board and/ort e Planning Board, including the adoption of residential subdivision regulations and certain resolutions pertaining to the State Environmental Quality Review Act, as well as compensatory damages in the sum of $40 million and punitive damages based upon allegations that the Town defendants conspired to deprive it of certain constitutional rights. Insurance coverage may be available for potential liability for alleged compensatory damages. The Suffolk County Supreme Court dismissed all actions against each governmental officer named personally in the suit. The Town has entered into a Stipulation of Settlement with the Plaintiffs that stays the action while the plaintiffs make a site plan application for a 55 and older community at the subject property to the Town of Southold Planning Board. The Stipulation contains a conceptual plan that shall be the basis for the Plaintiffs' application to the Town of Southold Planning Board and sets the maximum number of units,the maximum gross floor area and the required percentage of open spyace for the project. The defendant has been proceeding through the site plan process and the planning board recentlaccepted the applicant's Draft Environmental Impact Statement. Upon the Plaintiffs receiving final site plan approval, the action will be discontinued. Pursuant to the Stipulation, the Plaintiffs may only recommence the litigation based upon the occurrence of a limited number of events, such as the failure of the Town to abide by the Stipulation. 29 East End Resources LLC v. Town of Southold Planning Board et al. This action arises from a residential site plan application pending before-the Town of Southo d Planning-Board,-seeking the approval of a -- multi-unit planned retirement community (the "Application"). Plaintiff/Petitioner alleges that the Town, and its various agencies, have systematically delayed and sought to defeat the approval of the Application. In this action, Plaintiff/Petitioner asserts eight claims, seeking declaratory relief compellingg the approval of the Application, as well as compensatoryreliefin the amount of $20 million as a result of alleged-federal'and state constitutional violations: The Town's appeal of the Trial Court's denial of the Town's motion for summary - judgment was recently denied and therefore discovery will now proceed at the trial court level. Jackson v. Town of Southold Police Dept., et al. Plaintiffs claimed that their Civil Rights were violated during a County Anti-Drug Task Force raid of their home and sought damages in the sum of $3 million. The warrants at issue in this case were executed by the East End Drug Task Force (EEDTF) under the auspices of the Suffolk County District Attorney's office. Officer Kenneth Richert served as Southold's designee to the EEDTF. The Court granted the Town's motion for summary judgment and all claims against the Town of Southold and the Southold Police Department were dismissed. The claims against Officer Richert were successfully defended by the County at trial. The time for the Plaintiff to perfect an appeal has expired and the Town considers the matter closed. TAX MATTERS Opinion of Bond Counsel In the opinion of Hawkins Delafield & Wood LLP, Bond Counsel to the Town, under existing statutes and court decisions and assuming continuing compliance with certain tax certifications described herein, (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. Bond Counsel expresses no opinion as to whether interest on the Bonds (or any portion thereof) is included in the adjusted current earnings of certain corporations for purposes of calculating the alternative minimum tax imposed on such corporations. Some of the Bonds bear interest that is susceptible of inclusion in adjusted current earnings of corporations for alternative minimum tax purposes while interest on the remaining Bonds is not so includable. These two types of Bonds are not being separately identified by the Town. Failing such identification, all corporate holders of the Bonds should treat the interest they receive as includable in adjusted current earnings of corporations for purposes of calculating the alternative minimum taxable income of such corporations. Prospective purchasers of the Bonds should consult their own tax advisors regarding this issue. The Tax Certificate of the Town (the "Tax Certificate"), which will be delivered concurrently with the delivery of the Bonds will contain provisions and procedures relating to compliance with applicable requirements of the Code. In rendering its opinion, Bond Counsel has relied on certain representations, certifications of fact, and statements of reasonable expectations made by the Town in connection with the Bonds, and Bond Counsel has assumed compliance by the Town with certain ongoing provisions and procedures set forth in the Tax Certificate relating to compliance with applicable requirements of the Code to assure the exclusion of interest on the Bonds from gross income under Section 103 of the Code. In addition, in the opinion of Bond Counsel to the Town, under existing statutes, interest on the Bonds is exempt from personal income taxes of New York State and its political subdivisions, including The City of New York. Bond Counsel expresses no opinion regarding any other Federal or state tax consequences with respect to the Bonds. Bond Counsel renders its opinion under existing statutes and court decisions as of the issue date, and assumes no obligation to update, revise or supplement its opinion after the issue date to reflect any action hereafter taken or not taken, or any facts or circumstances that may hereafter come to its attention, or changes in law or in interpretations thereof that may hereafter occur, or for any other reason. Bond Counsel expresses no opinion on the effect of any action hereafter taken or not taken in reliance upon an opinion of other counsel on he texclusion from gross income for Federal income tax purposes of interest on the Bonds, or under state and local tax law. 30 Certain Ongoing Federal Tax Requirements and Certifications The Code establishes certain ongoing requirements that must be met subsequent to the issuance and delivery of the Bonds in order that interest on the Bonds be and remain excluded from gross income under Section 103 of the Code. These requirements include, but are not limited to, requirements relating to use and expenditure of gross proceeds of the Bonds, yield and other restrictions on investments of gross proceeds, and the arbitrage rebate requirement that certain excess earnings on gross proceeds be rebated to the Federal government. Noncompliance with such requirements may cause interest on the Bonds to become included in gross income for Federal income tax purposes retroactive to their issue date, irrespective of the date on which such noncompliance occurs or is discovered. The Town, in executing the Tax Certificate, will certify to the effect that the Town will comply with the provisions and procedures set forth therein and that it will do and perform all acts and things necessary or desirable to assure the exclusion of interest on the Bonds from gross income under Section 103 of the Code. Certain Collateral Federal Tax Consequences The following is a brief discussion of certain collateral Federal income tax matters with respect to the Bonds. It does not purport to address all aspects of Federal taxation that may be relevant to a particular owner of a Bond. Prospective investors, particularly those who may be subject to special rules, are advised to consult their own tax advisors regarding the Federal tax consequences of owning and disposing of the Bonds. Prospective owners of the Bonds should be aware that the ownership of such obligations may result in collateral Federal income tax consequences to various categories of persons, such as corporations (including S corporations and foreign corporations), financial institutions, property and casualty and life insurance companies, individual recipients of Social Security and railroad retirement benefits, individuals otherwise eligible for the earned income tax credit, and taxpayers deemed to have incurred or continued indebtedness to purchase or carry obligations the interest on which is excluded from gross income for Federal income tax purposes. Interest on the Bonds may be taken into account in determining the tax liability of foreign corporations subject to the branch profits tax imposed by Section 884 of the Code. Original Issue Discount "Original issue discount" ("OID") is the excess of the sum of all amounts payable at the stated maturity of a Bond (excluding certain "qualified stated interest" that is unconditionally paable at least annually at prescribed rates) over the issue price of that maturity. In general, the "issue price" of a maturity means the first price at which a substantial amount of the Bonds of that maturity was sold (excluding sales to bond houses, brokers, or similar persons acting in the capacity as underwriters, placement agents, or wholesalers). In general, the issue price for each maturity of Bonds is expected to be the initial public offering price set forth in this Official Statement. Bond Counsel further is of the opinion that, for any Bonds having OID (a "Discount Bond"), OID that has accrued and is properly allocable to the owners of the Discount Bonds under Section 1288 of the Code is excludable from gross income for Federal income tax purposes to the same extent as other interest on the Bonds. In general, under Section 1288 of the Code, OID on a Discount Bond accrues under a constant yield method, based on periodic compounding of interest over prescribed accrual periods using a compounding rate determined by reference to the yield on that Discount Bond. An owner's adjusted basis in a Discount Bond is increased by accrued OID for purposes of determining gain or loss on sale,exchange, or other disposition of such Discount Bond. Accrued OID may be taken into account as an increase in the amount of tax-exempt income received or deemed to have been received for purposes of determining various other tax consequences of owning a Discount Bond even though there will not be a corresponding cash payment. Owners of Discount Bonds should consult their own tax advisors with respect to the treatment of original issue discount for Federal income tax purposes, including various special rules relating thereto, and the state and local tax consequences of acquiring, holding, and disposing of Discount Bonds. 31 Bond Premium In general, if an owner acquires a Bond for a purchase price (excluding accrued interest) or otherwise at a tax basis that reflects a premium over the sum of all amounts payable on the Bond after the acquisition date (excluding certain "qualified stated interest" that is unconditionally payable at least annually at prescribed rates), that premium constitutes "bond premium" on that Bond (a "Premium Bond"). In general, under Section 171 of the Code, an owner of a Premium Bond must amortize the bond premium over the remaining term of the Premium Bond, based on the owner's yield over the remaining term of the Premium Bond, determined based on constant yield principles (in certain cases involving a Premium Bond callable prior to its stated maturity date, the amortization period and yield may be required to be determined on the basis of an earlier call date that results in the lowest yield on such Bond). An owner of a Premium Bond must amortize the bond premium by offsetting the qualified stated interest allocable to each interest accrual period under the owner's regular method of accounting against the bond premium allocable to that period. In the case of a tax-exempt Premium Bond, if the bond premium allocable to an accrual period exceeds the qualified stated interest allocable to that accrual period, the excess is a nondeductible loss. Under certain circumstances, the owner of a Premium Bond may realize a taxable gain upon disposition of the Premium Bond even though it is sold or redeemed for an amount less than or equal to the owner's original acquisition cost. Owners of any Premium Bond should consult their own tax advisors regarding the treatment of bond premium for Federal income tax purposes, including various special rules relating thereto, and state and local tax consequences, in connection with the acquisition, ownership, amortization of bond premium on, sale,exchange, or other disposition of Premium Bonds. Information Reporting and Backup Withholding Information reporting requirements apply to interest on tax-exempt obligations, including the Bonds. In - - eneral, such_requirements are satisfied if the interest recipient completes, and provides the payor with a Form W-9, "Request for Taxpayer Identification Number and-Certification," or-if_the_recipient-is-one-of a limited class of exempt recipients. A recipient not otherwise exempt from information reporting who fails to-satisfy'the- information reporting requirements will be subject to `backup withholding," which means that the payor is required to deduct and withhold a tax from the interest payment, calculated in the manner set forth in the Code. For the foregoing purpose, a "payor" generally refers to the person or entity from whom a recipient receives its payments of interest or who collects such payments on behalf of the recipient. If an owner purchasing a Bond through a brokerage account has executed a Form W-9 in connection with the establishment of such account, as generally can be expected, no backup withholding should occur. In any event, backup withholding does not affect the excludability of the interest on the Bonds from gross income for Federal income tax purposes. Any amounts withheld pursuant to backup withholding would be allowed as a refund or a credit against the owner's Federal income tax once the required information is furnished to the Internal Revenue Service. Miscellaneous Tax legislation, administrative actions taken by tax authorities, or court decisions, whether at the Federal or state level,.may adversely affect the tax-exempt status of interest on the Bonds under Federal or state law or otherwise prevent beneficial owners of the Bonds from realizing the full current benefit of the tax status of such interest. In addition, such legislation or actions (whether currently proposed, proposed in the future, or enacted) and such decisions could affect the market price or marketability of the Bonds. For example, budgets proposed by the Obama Administration from time to time have recommended a 28% limitation on certain itemized deductions and other tax benefits, including tax-exempt interest. The net effect of such a proposal, if enacted into law, would be that an owner of a tax-exempt obligation with a marginal tax rate in excess of 28% would pay some amount of Federal income tax with respect to the interest on such tax-exempt obligation,regardless of issue date. Prospective purchasers of the Bonds should consult their own tax advisors regarding the foregoing matters. 32 DOCUMENTS ACCOMPANYING DELIVERY OF THE BONDS Absence of Litigation Upon delivery of the Bonds, the Town shall furnish a certificate of the Town Attorney, dated the date of delivery of the Bonds, to the effect that there is no controversy or litigation of any nature pending or threatened to restrain or enjoin the issuance,-sale, execution or delivery of the Bonds; or in anyway contesting or affecting the validity of the Bonds or any of the proceedings taken with respect to the issuance and sale thereof or the application of moneys to the payment of the Bonds, and further stating that there is no controversy or litigation of any nature now pending or threatened by or against the Town wherein an adverse judgment or ruling could have a material adverse impact on the financial condition of the Town or adversely affect the power of the Town to levy, collect and enforce the collection of taxes or other revenues for the payment of the Bonds, which has not been disclosed in this Official Statement. Legal Matters Legal matters incident to the authorization, issuance and sale of the Bonds will be subject to the final approving opinion of Hawkins Delafield& Wood LLP, Bond Counsel, substantially as set forth in Appendix C. Closing Certificates Upon the delivery of the Bonds, the Purchaser will be furnished with the following items: (i) a Certificate of the Supervisor to the effect that as of the date of this Official Statement and at all times subsequent thereto, up to and including the time of delivery of the Bonds, this Official Statement did not and does not contain any untrue statement of a material fact or omit a material fact necessary to make the statements herein, in the light of the circumstances under which they were made, not misleading, and further stating that there has been no adverse material change in the financial condition of the Town since the date of this Official Statement to the date of issuance of the Bonds; and having attached thereto a copy of this Official Statement; (ii) a Certificate signed by an officer of the Town evidencing payment for the Bonds; (iii) a Signature Certificate evidencing the due execution of the Bonds, including statements that (a) no litigation of any nature is pending or, to the knowledge of the signers, threatened, restraining or enjoining the issuance and delivery of the Bonds or the levy and collection of taxes to pay the principal of and interest thereon, nor in any manner questioning the proceedinggs and authority under which the Bonds were authorized or affecting the validity of the Bonds thereunder, (b) neither the corporate existence or boundaries of the Town nor the title of any of the officers thereof to their respective offices is being contested, and (c) no authority or proceedings for the issuance of the Bonds have been repealed, revoked or rescinded; and (iv) a Tax Certificate executed by the Supervisor, as described under "Tax Matters," herein. DISCLOSURE UNDERTAKING At the time of the delivery of the Bonds, the Town will provide an executed copy of its Undertaking to Provide Continuing Disclosure substantially as set forth in Appendix D. The audited financial statements for the fiscal year ending December 31, 2012 were filed on December 4, 2013 which is more than 30 days after the date of the report of September 24, 2013. Other than as noted above, to the best of the Town's knowledge, the Town is in compliance in all material respects with its previous undertakings made pursuant to Rule 15c2-12 within the last five years. BOND RATING Moody's Investors Service ("Moody's"), 7 WTC at Greenwich Street, New York, NY, Phone: (212) 553-4055 and Fax: (212) 298-6761, has assigned a rating of "Aal" to the Bonds. Moody's has assigned its rating of"Aal"to the outstanding uninsured bonds of the Town. This rating reflects only the view of such rating agency and an explanation of the significance of such rating should be obtained from Moody's. There can be no assurance that such rating will not be revised or withdrawn, if in the judgment of market price and the availability of a secondary market for the outstanding bonds and notes of the Town. 33 VERIFICATION OF MATHEMATICAL COMPUTATIONS Causey Demgen & Moore Inc. will verify from the information provided to them, the mathematical accuracy, as of the date of the closing of the Bonds, of: (1) the computations contained in the provided schedules to determine that the anticipated receipts from the Government Obligations and cash deposits listed in the underwriter's schedules, to be held in escrow, will be sufficient to pay, when due, the principal, interest and call premium requirements of the Refunded Bonds, and (2) the computations of the yield on both the Government Obligations and the Bonds contained in the provided schedules to be used by Hawkins Delafield & Wood LLP, as Bond Counsel to the Town for the Bonds, in its determination that the interest on the Bonds is excludable from gross income for Federal income tax purposes. Causey Demgen & Moore Inc. will express no opinion on the assumptions provided to them, nor as to the exclusion from taxation of the interest on the Bonds. The accuracy of the mathematical computations regarding the adequacy of the cash as deposit in the Escrow Fund, to pay, when due, the principal of and interest on the Refunded Bonds on the applicable payment date(s) will be verified by Causey Demgen & Moore, P.C. Such verification of the accuracy of the mathematical computation will be based, in part, upon factual information supplied by the Town and the Purchaser or the Municipal Advisor. MUNCIPAL ADVISOR Munistat Services, Inc. (the "Municipal Advisor"), is a Municipal Advisor, registered with the Securities and Exchange Commission and the Municipal Securities Rulemaking Board. The Municipal Advisor serves as independent financial advisor to the Town on matters relating to debt management. The Municipal Advisor is a financial advisory_and consulting organization and is not engaged in the business of underwriting, marketing, or trading municipal securities or any other negotiated instruments.-The Munici-pal Advisor has-provided-advice as to the plan of financing and the structuring of the Bonds and has reviewed and commented on certain legal documents, including this Official Statement. The advice on the plan of financing and the structuring of the Bonds was based on materials provided by the Town and other sources of information believed to be reliable. The Municipal Advisor has not audited, authenticated, or otherwise verified the information provided by the Town or the information set forth in this Official Statement or any other information available to the Town with respect to the appropriateness, accuracy, or completeness of disclosure of such information and no guarantee, tation warranty, or other represenis made by the Municipal Advisor respecting the accuracy and completeness of or any other matter related to such information and this Official Statement. ADDITIONAL INFORMATION Additional information may be.obtained upon request from the office of the Supervisor, Town of Southold, 53095 Route 25, P.O. Box 1179, Southold, New York 11971, telephone number 631/765-1800, or from the office of Munistat Services, Inc., 12 Roosevelt Avenue, Port Jefferson Station, New York 11776, telephone number 631/331-8888. Munistat Services, Inc. may place a copy of this Official Statement on its website at www.munistat.com. Unless this Official Statement specifically indicates otherwise, no statement on such website is included by specific reference or constitutes a part of this Official Statement. Munistat Services, Inc. has prepared such website information for convenience, but no decisions should be made in reliance upon that information. Typographical or other errors may have occurred in converting original source documents to digital format, and neither the Town nor Munistat Services, Inc. assumes any liability or responsibility for errors or omissions on such website. Further, Munistat Services, Inc. and the Town disclaim any duty or obligation either to update or to maintain that information or any responsibility or liability for any damages caused by viruses in the electronic files on the website. Munistat Services, Inc. and the Town also assumes no liability or responsibility for any errors or omissions, unauthorized editing, or for any updates to dated website information. 34 Any statements in this Official Statement involving matters of opinion or estimates, whether or not expressly stated, are intended as such and not as representations of fact. No representation is made that any of- such statements will be, in fact, realized. This Official Statement is not to be construed as a contract or agreement between the Town and the original purchasers or owners of any of the Bonds. The preparation and distribution of this Official Statement has been authorized by the applicable refunding bond resolution of the Town which delegates to the Supervisor the power to-sell and issue the Bonds.- TOWN OF SOUTHOLD,NEW YORK By: s/s SCOTT A. RUSSELL Supervisor and Chief Fiscal Officer Town of Southold Southold,New York September 13, 2016 35 APPENDIX A FINANCIAL INFORMATION Balance Sheet Genera Fund - - - - --- - Fiscal Year Ending December 31: 2014 2015 ASSETS Cash and Investments $ 14,881,168 $ 20,496,998 Taxes Receivable 367 Accounts Receivable 108,537 1,708 Due From Other Funds 648,763 433,399 State and Federal Aid Receivables 101,161 28,225 Due From Other Governments 1,029,099 1,148,709 Supply Inventory 2,230 1,674 Prepaid Expenses 1,049,439 1,041,076 Total Assets $ 17,820,397 $ 23,152,156 LIABILITIES AND FUND EQUITY Accounts Payable $ 621,879 $ 575,292 Judgements and Claims 810,302 Due to Other Funds 2,151,175 3,266,668 Due to Component Units 506,293 Due to Other Governments 1,419 5,830,880 Unearned Revenues 5,015,873 5,367,362 Total Liabilities 9,106,941 15,040,202 Fund Balances Nonspendable Fund Balance 1,051,669 1,042,749 Assigned 4,645,794 3,226,028 Unassigned 3,015,993 3,843,178 Total Fund Equity 8,713,456 8,111,955 Total Liabilities and Fund Equity $ 17,820,397 $ 23,152,156 Sources: 2014 Audited Financial Reports &2015 Unaudited Annual Financial Update Document of the Town ("AUD"). The AUD is not prepared in accordance with Generally Accepted Accounting Principles. Table itself NOT audited. Town of Southold Al Statement of Revenues,Expenditures and Changes in Fund Balance General Fund Town Wide Fiscal Year Ending December 31: 2011 2012 2013 2014 2015 Revenues: Real Property Taxes $ 21,734,453 $ 22,412,761 $ 22,215,752 $ 23,042,527 $ 23,191,122 Other Real Property Tax Items 85,765 87,106 88,672 90,140 84,468 Non-Property Tax Items 885,473 885,473 885,473 885,473 1,019,873 Departmental Income 529,774 365,375 371,612 506,796 378,566 Intergovernmental Charges 271,087 265,515 281,879 318,300 201,872 Use of Money&Property 270,073 258,080 218,061 221,700 202,337 Licenses&Permits 269,551 252,802 399,053 323,828 334,392 Fines&Forfeitures 184,388 171,918 209,013 168,973 285,314 Sale of Property&Comp.for Loss 1,024,171 352,696 330,688 148,833 149,521 Miscellaneous Local Sources 310,392 306,501 238,438 239,221 44,569 lnterfund Revenues 30,000 30,000 30,000 State Aid 1,133,604 1,108,200 1,267,765 1,333,819 1,488,134 Federal Aid 508,605 243,693 190,639 212,069 178,358 Total Revenues 27,207,336 26,740,120 26,727,045 27,521,679 27,558,527 Expenditures: General Government Support 5,796,536 5,674,226 5,463,810 5,965,043 5,898,933 Public Safety 9,247,050 8,680,449 9,308,943 9,363,682 9,843,839 -------- - - Public Health - -33,788 33,800 -33-1300- 33,300 40,964 Transportation 474,404 474,117 495,712 488,925 496,164 Economic Assistance&Opportunity 1,165,355 1,229,260 1,231,227 1,279,830 1,270,735 Culture&Recreation 277,281 285,985 298,472 299,708 296,303 Horne&Community Services 419,977 421,661 403,734 354,646 367,820 Employee Benefits 7,534,913 8,192,073 8,526,179 8,753,791 8,343,227 Debt Service Principal&Interest 800,115 849,415 676,849 672,603 858,690 Total Expenditures 25,749,419 25,840,986 26,438,226 27,211,528 27,416,673 Excess(Deficiency)of Revenues Over Expenditures 1,457,917 899,134 288,819 310,151 141,854 Operating Transfers In 30,000 Operating Transfers Out (686,286) (224,372) (404,982) (380,026) (743,355) Total Other Financing Sources(Uses) (656,286) (224,372) (404,982) (380,026) (743,355) Excess(Deficiency)of Revenues and Other Sources Over Expenditures and Other Uses 801,631 674,762 (116,163) (69,875) (601,501) Fund Balance Beginning of Year 7,423,101 8,224,732 8,899,494 8,783,331 8,713,456 Adjustments Fund Balance End of Year $ 8,224,732 $ 8,899,494 $ 8,783,331 $ 8,713,456 8,111,955 Sources:Audited Financial Reports of the Town(2011-2014)&Unaudited Annual Update Document for 2015("AUD") The AUD is not prepared in accordance with Generally Accepted Accounting Principles Table itself NOT audited. Town of Southold A2 Statement of Revenues,Expenditures and Changes in Fund Balance Highway Fund Town Wide Fiscal Year Ending December 31: 2011 2012 2013 2014 2015 Revenues: Real Property Taxes S 4,586,896 S 4,762,749 S 4,935,817 $ 4,719,206 $ 4,641,266 Other Real Property Tax Items 7,148 7,569 - 7,749 7,532 - 4,641 Intergovernmental Charges 20,240 Departmental Income Use of Money&Property 6,583 11,971 9,778 7,927 5,579 Licenses&Permits 10,410 12,322 17,808 20,821 15,737 Sale of Property&Comp.for Loss 9,950 5,624 33,181 7,954 Miscellaneous Local Sources 3,399 8,500 State Aid 416,217 338,278 422,878 391,204 644,078 Federal Aid 240,253 463,710 78,979 12,735 69,196 Total Revenues 5,277,457 5,599,998 5,498,873 5,192,606 5,396,951 Expenditures: General Government Support 6,283 6,610 6,831 7,215 7,462 Transportation 3,175,948 3,258,750 3,452,305 3,537,370 4,081,500 Employee Benefits 1,517,515 1,706,967 1,970,194 1,769,381 1,705,582 Debt Service Principal&Interest 96,657 187,896 96,281 94,573 224,267 Total Expenditures 4,796,403 5,160,223 5,525,611 5,408,539 6,018,811 Excess(Deficiency)of Revenues Over Expenditures 481,054 439,775 (26,738) (215,933) (621,860) Operating Transfers In 95,000 88,152 225,730 Operating Transfers Out (129,000) (120,977) (157,671) (53,000) Total Other Financing Sources(Uses) (129,000) (120,977) (62,671) 35,152 225,730 Excess(Deficiency)of Revenues and Other Sources Over Expenditures and Other Uses 352,054 318,798 (89,409) (180,781) (396,130) Fund Balance Beginning of Year 642,466 994,520 1,313,318 1,223,909 1,043,128 Prior Perdiod Adjustments Fund Balance End of Year $ 994,520 S 1,313,318 $ 1,223,909 S 1,043,128 S 647,006 Sources:Audited Financial Reports of the Town(2011-2014)&Unaudited Annual Update Document for 2015 The AUD is not prepared in accordance with Generally Accepted Accounting Principles Town of Southold A3 Statement of Revenues,Expenditures and Changes in Fund Balance Non-Major Government Funds Fiscal Year Ending December 31: 2011 2012 2013 2014 2015 Revenues: Real Property Taxes $ 3,373,173. $ 3,239,132 $ _ 3,810,118 $ 3,658,085 $ 3,337,193 Other Real Property Tax Items 1,364 996 1,415 1,138 344 Non-Property Tax Items 314,260 530,485 568,005 612,931 624,435 Departmental Income 2,501,551 2,592,333 2,752,197 2,913,609 2,210,663 Use of Money&Property 15,522 9,089 10,060 9,507 25,000 Licenses&Permits . 168,084 176,377 191,973 156,938 172,480 Sale of Property&Comp.for Loss 358,459 321,485 340,331 385,907 235,652 Miscellaneous Local Sources 9,983 657 6,909 905 State Aid 149,462 160,184 251,118 205,055 137,721 Federal Aid 197,389 272,389 43,810 140,874 52,539 Total Revenues 7,089,247 7,303,127 7,975,936 8,084,949 6,796,027 Expenditures: General Government Support 75,439 85,247 56,449 63,620 39,307 Public Safety 1,283,580 1,297,524 1,245,237 1,322,816 1,353,166 Home&Community Services 3,524,760 3,743,899 3,864,700 4,182,189 3,551,291 Employee Benefits 1,181,638 1,262,617 1,362,722 1,273,321 1,296,114 Debt Service Principal&Interest 668,337 685,220 687,086 676,208 757,865 Total Expenditures 6,733;754- -7,074,507 7;216,194 - 7,518154 -6;997,743 Excess(Deficiency)of Revenues Over Expenditures 355,493 228,620 759,742 566,795 (201,716) Operating Transfers In 51,274 Operating Transfers Out (325,171) (260,000) (150,000) (133,754) Total Other Financing Sources(Uses) (325,171) (260,000) (150,000) (133,754) 51,274 Excess(Deficiency)of Revenues and Other Sources Over Expenditures and . Other Uses 30,322 (31,380) 609,742 433,041 (150,442) Fund Balance Beginning of Year 1,238,789 1,269,111 1,237,731 1,847,473 2,280,514 Adjustments Fund Balance End of Year $ 1,269,111 $ 1,237,731 $ 1,847,473 $ 2,280,514 $ 2,130,077 (1)Includes the following funds:General Fund Part Town,Special Grant Fund,East-West Fire Protection Fund,Southold Wastewater District,Fishers Island Sewer District and Solid Waste Management Sources:Audited Financial Reports of the Town(2011-2014)&Unaudited Annual Update Document for 2015 The AUD is not prepared in accordance with Generally Accepted Accounting Principles Town of Southold A4 Budget Summary 2015 Fiscal Year Ending December 31,2015 Appropriations&Provisions Less: Less: Amount to Be Raised Fund for Other Uses Estimated Revenues Unexpended Balance by Tax General S 29,911,682 S 3,920,560 S 2,800,000 S 23,191,122 General-Outside Village 2,200,586 1,337,870 570,000 292,716 Highway-Townwide 5,547,885 449,319 460,000 4,638,566 Community Development 74,310 74,310 0 Risk Retention Fund 542,000 542,000 0 Community Preservation Fund 9,889,950 5,463,000 4,426,950 0 Employees Health Plan 100,000 (605,000) 705,000 0 Total-Town S 48,266,413 S 11,182,059 S 8,961,950 S 28,122,404 Orient Road Improvement District 3,340 640 2,700 East-West Fire Protection District 772,136 500 6,800 764,836 Fishers Island Ferry District 4,485,461 3,260,488 436,870 788,103 Solid Waste Management District 4,551,066 2,329,500 50,000 2,171,566 Southold Wastewater District 111,825 3,750 108,075 Fishers Island Sewer District 33,750 33,750 0 F.I.Refuse&Garbage District 610,540 51,897 558,643 Orient Mosquito District 86,700 86,700 Subtotal-Special Districts S 10,654,818 S 5,676,135 S 498,060 S 4,480,623 Orient-East Marion Park District 55,000 15,000 40,000 Southold Park District 327,726 327,726 Cutchogue-New Suffolk Park Dist. 140,000 140,000 Mattituck Park District 527,917 34,435 80,930 412,552 Subtotal-Park Districts S 1,050,643 S 49,435 S 80,930 S 920,278 Fishers Island Fire District 395,200 25 395,175 Orient Fire District , 669,295 51,250 618,045 East Marion Fire District 610,745 86,100 15,000 509,645 Southold Fire District 1,885,031 23,486 1,861,545 Cutchogue Fire District 1,350,633 1,000 1,349,633 Mattituck Fire District 1,890,426 1,890,426 Subtotal-Fire Districts S 6,801,330 S 161,861 S 15,000 S 6,624,469 Total-All Districts 18,506,791 5,887,431 593,990 12,025,370 Grand Total S 66,773,204 S 17,069,490 S 9,555,940 S 40,147,774 Source:Adopted Budget of the Town. Town of Southold A5 Budget Summary 2016 Fiscal Year Ending December 31,2016 Appropriations&Provisions Less: Less: Amount to Be Raised Fund for Other Uses Estimated Revenues Unexpended Balance by Tax General $ 30,574,287 $ 4,582,808 S 2,000,000 $ 23,991,479 General-Outside Village 2,312,486 1,491,058 340,000' 481,428 Highway-Towmvide 5,954,010 443,580 250,000 5,260,430 Community Development 49,165 49,165 0 Risk Retention Fund 542,000 542,000 0 Community Preservation Fund 12,711,500 6,507,500 6,204,000 0 Employees Health Plan 0 Total-Town $ 52,143,448 $ 13,616,111 $ 8,794,000 $ 29,733,337 Orient Road Improvement District 3,190 440 2,750 East-West Fire Protection District 759,191 285 6,000 752,906 Fishers Island Ferry District 4,292,104 3,495,946 796,158 Solid Waste Management District 4,140,507 1,902,700 250,000 1,987,807 Southold Wastewater District 0 Fishers Island Sewer District 31,500 31,500 0 F.I.Refuse&Garbage District 614,871 52,150 562,721 Orient Mosquito District 88,430 88,430 Subtotal-Special Districts $ 9,929,793 S 5,482,581 $ 256,440 $ 4,190,772 Orient-East Marion Park District 54,000 10,000 44,000 Southold Park District 327,726 327,726 Cutchogue-New Suffolk Park Dist. 140,000 140,000 Mattituck Park District 535,756 34,435 80,930 420,391 Subtotal-Park Districts S 1,057,482 $ 34,435 $ 90,930 $ 932,117 Fishers Island Fire District 398,050 15 398,035 Orient Fire District 671,295 53,100 618,195 East Marion Fire District 599,337 89,928 509,409 Southold Fire District 1,896,950 24,190 1,872,760 Cutchogue Fire District 1,389,650 1,000 17,745 1,370,905 Mattituck Fire District 1,911,189 1,911,189 Subtotal-Fire Districts $ 6,866,471 $ 168,233 $ 17,745 $ 6,680,493 Total-All Districts 17,853,746 5,685,249 365,115 11,803,382 Grand Total $ 69,997,194 $ 19,301,360 $ 9,159,115 $ 41,536,719 Source:Adopted Budget of the Town. Town of Southold A6 TOWN OF SOUTHOLD APPENDIX B UNAUDITED FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31,2015 NOTE: SUCH FINANCIAL REPORT AND OPINIONS WERE PREPARED AS OF THE DATE THEREOF AND HAVE NOT BEEN REVIEWED AND/OR UPDATED IN CONNECTION WFFH THE PREPARATION AND DISSEMINATION OF THIS OFFICIAL STATEMENT. CONSENT OF THE AUDITORS HAS NOT BEEN REQUESTED OR OBTAINED. All Numbers in This Report Have Been Rounded To The Nearest Dollar ANNUAL FINANCIAL REPORT UPDATE DOCUMENT For The TOWN of Southold County of Suffolk For the Fiscal Year Ended 12/31/2015 ************************************************************************************************************************************* AUTHORIZATION ARTICLE 3, SECTION 30 of the GENERAL MUNICPAL LAW: 1. ***Every Municipal Corporation *** shall annually make a report of its financial condition to the Comptroller. Such report shall be made by the Chief Fiscal Officer of such Municipal Corporation *** 5. All reports shall be certified by the officer making the same and shall be filed with the Comptroller*** It shall be the duty of the incumbent officer at the time such reports are required to be filed with the Comptroller to file such report *** State of NEW YORK Office of The State Comptroller Division of Local Government and School Accountability Albany, New York 12236 Page 1 TOWN OF Southold FINANCIAL SECTION Financial Information for the following funds and account groups are included in the Annual Financial Report filed by your government for the fiscal year ended 2014 and has been used by the OSC as the basis for preparing this update document for the fiscal year ended 2015: (A)GENERAL (B)GENERAL TOWN-OUTSIDE VG (CD) SPECIAL GRANT (CM)MISCELLANEOUS SPECIAL REV (DB) HIGHWAY-PART-TOWN (H)CAPITAL PROJECTS (K) GENERAL FIXED ASSETS (SF) FIRE PROTECTION (SM)MISCELLANEOUS (SP)PARK (SR)REFUSE AND GARBAGE (SS)SEWER (TA)AGENCY (V)DEBT SERVICE (W) GENERAL LONG-TERM DEBT All amounts included in this update document for 2014 represent data filed by your government with OSC as reviewed and adjusted where necessary. SUPPLEMENTAL SECTION The Supplemental Section includes the following sections: 1) Statement of Indebtedness 2) Schedule of Time Deposits and Investments 3) Bank Reconciliation 4) Local Government Questionnaire 5) Schedule of Employee and Retiree Benefits 6) Schedule of.Energy Costs and Consumption 7) Schedule of Other Post Employment Benefits (OPEB) All numbers in this report will be rounded to the nearest dollar. Page 2 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (A)GENERAL Balance Sheet >.od .11D escriptionJJMEIL1114 [EdpCode 20115 Assets Cash 10,787,213 A200 14,175,741 Cash In Time Deposits 4,093,393 A201 6,320,634 Petty Cash 561 A210 623 OTAL Cash = =14 881 168 20;498;998" Taxes Receivable,Current 417 A250 367 TOTAL.Tazes Recevable'(net) 417 367'.. Accounts Receivable 108,120 A380 1,708 T OTAL Other Recevables(net) ` " 108,120 1,708's Due From State And Federal Government 83,768 A410 28,225 TOTAL State And Federal Aid Receivables._.;, 83,788 28,225; Due From Other Funds 884,861 A391 433,399 TOTAL'Due From Other Funds 4'884,861 `,433,399 Due From Other Governments 1,026,844 A440 1,148,709 T OTAL Due From Other Governments 1 026,844 1;1481709' Inventory Of Materials And Supplies 2,230 A445 1,674 TOTAL Inventories 2,230 1;674 Prepaid Expenses 1,049,439 A480 1,041,076 TOTAL Prepaid Expenses 1;049;439. ".1;041,076 TOTAL Assets andDeferred Outflows of Resources. 18;036,847 23;152,156 Page 3 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (A)GENERAL Balance Sheet Wade Description 2014 EdpC>ode 2015 Accounts Payable 1,432,182 A600 575,292 TOTAL Accounts Payable - 1,4329182 575,292 Due To Other Funds 3,008,510 A630 3,266,668 TOTAL Due To Other Funds 39008;510 3,2669668, . Due To Other Governments 861 A631 5,830,880 TOTAL Due To Other Governments 861 5;830,880 TOTAL Liabilities 49441;552 99672,840 Deferred Inflows of Resources Deferred Inflow of Resources 5,015,873 A691 5,367,362 TOTAL Deferred Inflows'of Resources 590159873 5,3679362 T AL Deferred Inflows of Resources 590159873 . 53679362 Fund Balance Not in Spendable Form 1,051,668 A806 1,042,749 TOTAL Nonspendable Fund-Balance 19051;668 1;042,749 Insurance Reserve A863 TOTAL Restricted Fund Balance 0 _ 0 Assigned Appropriated Fund Balance 2,800,000 A914 2,800,000 Assigned Unappropriated Fund Balance 1,140,793 A915 426,028 TOTAL Assigned Fund Balance 3,940,793 31226,028 Unassigned Fund Balance 3,586,960 A917 3,843,178 TOTAL Unassigned Fund Balance 3,586;960 3,843,178 TOTAL Fund Balance 8,579,421 8,111,955' TOTAL Liabilities,Deferred Inflows And Fund Balance 18,036,847 23;152,156! Page 4 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (A)GENERAL Results of Operation -ade Description 2014 EdpG'ode �201T5 Revenues Real Property Taxes 23,042,527 A1001 23,191,122 jfQTAL:Real"Prrtjr opeTazes' 23;042,527 23;191,122 Other Payments In Lieu of Taxes 34,435 A1081 21,696 Interest&Penalties On Real Prop Taxes 55,705 A1090 62,773 TdTAIL Real Property:Tax Items 90;1140' "84,468, Non Prop Tax Dist By County 885,473 A1120 1,019,873 TOTAL,Non Property Tax Items 885,473'' 1,019;873 Treasurer Fees 944 A1230 372 Clerk Fees 9,159 A1255 10,429 Other General Departmental Income 1,669 A1289 1,003 Police Fees 4,686 A1520 11,607 Other Public Safety Departmental Income 417 A1589 Charges-Programs For The Aging 204,712 A1972 181,041 Park And Recreational Charges 123,071 A2001 112,545 Special Recreational Facility Charges 120,543 A2025 19,500 Other Home&Community Services Income 41,595 A2189 42,070 ITOTAL,:DepartmentaI Income 506;796: 378;566 General Services, Inter Government 242,195 A2210 162,701 Programs For Aging,Other Govts 76,105 A2351 39,171 TOTAL Intergovernmental,Charges' 318,300 201,872 Interest And Earnings 38,701 A2401 34,647 Rental of Real Property 183,018 A2410 167,691 TOTAL Use ofMoney.And'Property_ -221,720 202,337 , Bingo Licenses 618 A2540 593 Dog Licenses 7,432 A2544 7,588 Permits,Other 315,779 A2590 326,210 TOTAL Licenses And Permits 123,828 334,3921 Fines And Forfeited Bail 168,148 A2610 284,814 Forfeitures of Deposits 825 A2620 500 TOTAL Fines And Forfeitures 168,973_ 285,314 Sales of Scrap&Excess Materials 5,009 A2650 3,919 Sales,Other 40 A2655 40 Insurance Recoveries 143,784 A2680 145,562 TOTAL sale•of Property And'Compensation For,.Loss 148,833e 149,521r Reimbursement of Medicare Part D Exp 59,457 A2700 200 Refunds of Prior Year's Expenditures 35,115 A2701 3,595 Gifts And Donations 12,101 A2705 33,915 Employees Contributions 131,991 A2709 Unclassified(specify) 555 A2770 6,859 TOTAL Miscellaneous Local"sources " `` ' = 239;219. 44;569 St Aid,Mortgage Tax 1,218,596 A3005 1,306,404 St Aid-Other(specify) 54,723 A3089 1,932 St Aid,Programs For Aging A3772 142,601 St Aid,Youth Programs 20,500 A3820 20,500 Page 5 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (A)GENERAL Results of Operation erode Description 2014 EdpCode 2015 Revenues St Aid Emergency Disaster Assistance A3960 16,697 TOTAL State Aid - 1,2939819 1,4889134 Fed Aid Other Public Safety 19,247 A4389 100,729 Fed Aid,Transp Cap Proj 43,921 A4597 Fed Aid,Programs For Aging 111,743 A4772 57,417 Fed Aid, Disaster Assistance 13,285 A4785 11,315 Fed Aid,Other Home&Community Cap 6,481 A4997 26,291 Additional Description Prior period adjustment and pump out boat grant TOTAL Federal Aid 1949676 1959752 TOTAL Revenues 27,4349304 27,575,921 Interfund Transfers 4,229,705 A5031 -161,102 TOTALinterfund Transfers 4,229;705 161,102' TOTAL Other Sources 492299705 -1619102 TOTAL Detail Revenues And Other Sources 3196649009` 2794149819 Page 6 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (A)GENERAL Results of Operation :ode Description 2014 �EiipCode �20i1:5 Expenditures Legislative Board, Pers Sery 135,220 A10101 137,618 Legislative Board,Contr Expend 187,279 A10104 137,905 TOTAL Legislative Boards 322;499 275,524 Municipal Court, Pers Sery 408,103 A11101 527,208 Municipal Court, Equip&Cap Outlay 729 A11102 5,948 Municipal Court,Contr Expend 62,306 At 1104 78,191 TOTAL Municipal Court,, 471,137' 611,347 Supervisor,pers Sery 233,869 At 2201 240,878 Supervisor,equip&Cap Outlay 376 At 2202 4,904 Supervisor,contr Expend 3,513 At 2204 TOTAL supervisor -237,758 245782 Dir of Finance,Pers Sery 418,678 A13101 431,967 Dir of Finance,Equip&Cap Outlay A13102 1,094 Dir of Finance,Contr Expend 32,430 A13104 23,338 TO TAL,Dir.of.Finance 451,108, 456,399 Auditor,Contr Expend 130,950 A13204 88,250 TOTALAuditor •130;950 "88,250' Tax Collection,pers Sery 98,527 A13301 123,817 Tax Collection,equip&Cap Outlay A13302 Tax Collection,contr Expend 19,458 A13304 19,146 TOTAL Tax Collection 117,985 142,963 Assessment,Pers Sery 401,634 At 3551 433,202 Assessment,Equip&Cap Outlay At 3552 771 Assessment,Contr Expend 21,098 A13554 24,222 TOTAL Assessment 422,732. 458;195 - Clerk,pers Sery 431,037 At 4101 344,190 Clerk,equip&Cap Outlay 290 A14102 Clerk,contr Expend 20,630 A14104 18,592 TOTAL Clerk 451,957- x362;782 Law,Pers Sery 382,066 A14201 371,326 Law,Equip&Cap Outlay A14202 449 Law,Contr Expend 51,719 A14204 33,452 TOTAL Law _ 433,785 . 4.05;228 Engineer,Pers Sery 165,770 At 4401 184,965 Engineer, Equip&Cap Outlay 340 A14402 1,221 Engineer,Contr Expend 8,200 A14404 8,102 TOTAL'Engineer, 174,311 . 194;2881 Records Mgmt, PerS.SerV. 79,382 A14601 81,057 Records Mgmt, Equip&Cap Outlay 21,508 A14602 1,999 Records Mgmt,Contr Expend 1,456 A14604 2,569 TOTAL Records Mgmt = 102;346 85,625' Public Works Admin, Pers Sery 169,955 A14901 179,541 Public Works Admin,Contr Expend 325 A14904 370 TOTAL Public Works Admin 170,27T9 179;911 Buildings, Pers Sery 795,113 At 6201 778,401 Buildings,Equip&Cap Outlay 73,989 A16202 34,728 Page 7 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (A)GENERAL Results of Operation %ode Description 2014 EdpCode 2015 Expenditures Buildings,Contr Expend 473,324 A16204 494,043 TOTAL Buildings 1,342,426 1,307,173 Central Garage,Equip&Cap Outlay At 6402 Central Garage,Contr Expend 23,477 At 6404 13,744 TOTAL Central Garage 23,477 13,744 Central Print&Mail,Equip&Cap Outlay 45,180 At 6702 46,839 Central Print&Mail,contr Expend 35,686 A16704 31,561 TOTAL Central Print&Mail 80,865 78,500 Central Data Process,Pers Sery 205,874 A16801 217,059 Central Data Process&Cap Outlay 21,815 A16802 8,579 Central Data Process,Contr Expend 279,022 A16804 244,861 TOTAL Central Data Process 506,711' 470,498 Unallocated Insurance,Contr Expend 361,974 At 9104 347,190 TOTAL Unallocated Insurance 361,974 347,1901 Municipal Assn Dues,Contr Expend 1,650 A19204 1,800 TOTAL Municipal Assn Dues 1,650 1,800 Payment of Mta Payroll Tax,contr Expend 47,075 A19804 -48,700 TOTAL Payment of Mta Payroll Tax 47,075 48,700 Other General Government,Pers Sery 100,999 A19891 101,743 Other Gen Govt Support,Equip&Cap Outlay 12,443 A19892 22,780 Other Gen Govt Support,Contr Expend 578 A19894 513 TOTAL Other Gen Govt Support 114,020 125,036 T OTAL General Government Support 5;965,043 5,898,933 Public Safety Comm Sys,Pers Sery 861,535 A30201 880,437 Public Safety Comm Sys,Equip&Cap Outlay 63,186 A30202 77,978 Public Safety Comm Sys,Contr Expend 35,439 A30204 35,029 TOTAL Public Safety Comm Sys 960,160 993,444 Police,Pers Sery 7,480,745 A31201 7,799,888 Police, Equip&Cap Outlay 252,032 A31202 373,721 Police,Contr Expend 426,273 A31204 434,846 TOTAL Police 8,159,050 8,608,455 Traffic Control,Equip&Cap Outlay A33102 Traffic Control,Contr Expen 12,328 A33104 12,135 TOTAL Traffic Control 12,328 12,135 Fire,Contr Expend 77 A34104 77 TOTAL Fire 77 77 Control of Animals,Contr Expend 217,484 A35104 217,484 TOTAL Control of Animals 217,484 217,484 Examining Boards,Pers Sery 6,567 A36101 6,474 Examining Boards,Contr Expend 6,608 A36104 5,678 TOTAL ExaminIng.Boards 13,174 12,152 Civil Defense,Contr Expend 1,408 A36404 92 TOTAL Civil Defense 1,408 92 TOTAL Public Safety 9,363,682 9,843,839 Public Health, Equip&Cap Outlay A40102 7,664 Page 8 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (A)GENERAL Results of Operation -ode Description 2014 EdpCode 2015 Expenditures Public Health,Contr Expend 300 A40104 300 TOTAL Public Health. _ 300 7,964 Narcotic Guid Council,Contr Expend 33,000 A42104 33,000 TOTAL Narcotic Guid Council 33;000 ';33;000 T OTAL Health . 33,300 40,964 Street Admin,Pers Sery 311,832 A50101 321,484 TOTAL Street Admin "' :311,832 321,484 Street Lighting, Pers Sery 62,787 A51821 65,042 Street Lighting, Equip&Cap Outlay A51822 42 Street Lighting,Contr Expend 113,815 A51824 109,071 TOTAL Street-Lighting A76,602 ;174,156 Off-Street Parking,Contr Expend 492 A56504 525 TOTAL Off-Street Parking ' <492 525 TOTAL Transportation_ 488;925 496,164 Publicity,Contr Expend 40,000 A64104 40,000 TOTAL Publicity -' 40;000 40,000 Programs For Aging,Pers Sery 974,951 A67721 989,192 Programs For Aging,Equip&Cap Outlay 2,400 A67722 1,107 Programs For Aging,Contr Expend 262,479 A67724 240,435 TOTAL ProgramsEorAging 1,,239,830 1,230;735 OTAL Economic Assistance And Opportunity 1,279,830 1,270,735. Recreation Admini,Pers Sery 84,772 A70201 86,000 Recreation Admini,Equip&Cap Outlay 489 A70202 1,374 Recreation Admini,Contr Expend 104,245 A70204 96,534 TOTAL Recreation Admini" "' 189;506 "183,908 Special Rec Facility,Pers Sery 77,569 A71801 78,856 Special Rec Facility,Contr Expend 6,365 A71804 5,584 TOTAL Special Rec Facility -83-933 84;440 Youth Prog,Contr Expend 2,496 A73104 1,774 TOTAL,Youth.Prog s 2,496 1,774 Historian, Pers Sery 18,755 A75101 19,036 TOTAL Historian; „ 18,755 19,036 Historical Property,Pers Sery 4,000 A75201 4,000 Historical Property,Contr Expend 17 A75204 1,899 TOTAL_Historical Property` 4;017 5,900 Celebrations,Contr Expend 1,000 - A75504 1,246 TOTAL Celebrations 1;000 1;246 TOTAL Culture AndRecreation:, 299,708 296,303 Environmental Control,Pers Sery 191,614 A80901 189,595 Environmental Control,Equip&Cap Outlay 310 A80902 200 Environmental Control,Contr Expend 42,778 A80904 21,398 TOTAL Enyirorimental Coritrol, 234,702 ' 211,193 Shade Tree,Pers Sery 1,680 A85601. 1,299 Shade Tree,Contr Expend 6,207. A85604 12,155 TOTAL shade..-Tree 71887 13,454 Page 9 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (A)GENERAL Results of Operation *ode Description 2014 EtlpC**ode 2015 Expenditures Conservation,Equip&Cap Outlay 130 A87102 Conservation,Contr Expend 1,627 A87104 844 TOTAL Conservation 1,757; 844 Fish And Game,Contr Expend 30,000 A87204 30,000 TOTAL fish And Game 30,000- 30,000 Cemetery,Contr Expend 6 A88104 6 TOTAL Cemetery 6 6 Misc Home&Comm Serv,Pers Sery 80,294 A89891 112,323 Misc Home&Comm Serv,Equip&Cap Outlay A89892 Misc Home&Comm Serv,Contr Expend A89894 TOTAL Misc Home&Comm Sery 80,294 112,323 TOTAL Home And Community Services 354,646 367,820 State Retirement System 1,311,397 A90108 1,243,332 Police&Firemen Retirement,Empl Bnfts 1,507,786 A90158 1,768,737 Social Security,Employer Cont 968,775 A90308 1,001,559 Worker's Compensation, Empl Bnfts 231,233 A90408 248,688 Unemployment Insurance,Empl Bnfts 17,266 A90508 21,099 Disability Insurance,Empl Bnfts 302,664 A90558 324,830 Hospital&Medical(dental)Ins, Empl Bnft 5,911,354 A90608 3,668,529 Other Employee Benefits(spec) 71,715 A90898 66,452 TOTAL Employee Benefits 70,322;189 8,343,227 Debt Principal,Serial Bonds 513,400 A97106 497,200 Debt Principal,Bond Anticipation Notes 62,980 A97306 212,000 TOTAL Debt Principal 576,380 709,200 Debt Interest,Serial Bonds 158,560 A97107 144,118 Debt Interest,Bond Anticipation Notes 643 A97307 5,371 TOTAL Debt Interest 159,203 749,490 TOTAL Expenditures 28;842,907 27,416,673 Transfers,Other Funds 3,064,993 A99019 465,613 Additional Description Includes-$116,640 prior period adjustment TOTAL Operating Transfers 3;064,993 465,613 TOTAL Other Uses 3,064,993 465,613 TOTAL Detail Expenditures And Other Uses 31,907,899 27,882,286 Page 10 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (A)GENERAL Analysis of Changes in Fund Balance O.ode Description" ; '., . 2014 EdpCode 2015 Analysis of Changes in Fund Balance Fund Balance-Beginning of Year 8,823,312 A8021 8,579,421 Restated Fund Balance-Beg of Year 8,823,312 A8022 8,579,421 ADD-REVENUES AND OTHER SOURCES 31,664,009 27,414,819 DEDUCT-EXPENDITURES AND OTHER USES 31,907,899 27,882,286 Fund Balance-End of Year 8,579,421 A8029 8,111,955 Page 11 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (A)GENERAL Budget Summary odej.w. P_esc tion" 2075 Estimated Revenues Est Rev-Real Property Taxes 23,191,122 A1049N 23,991,479 Est Rev-Real Property Tax Items 90,000 At 099N 71,300 Est Rev-Non Property Tax Items 1,019,873 At199N 1,154,273 Est Rev-Departmental Income 368,900 A1299N 425,823 Est Rev-Intergovernmental Charges 497,577 A2399N 527,956 Est Rev-Use of Money And Property 236,000 A2499N 210,000 Est Rev-Licenses And Permits 276,535 A2599N 302,535 Est Rev-Fines And Forfeitures 185,500 A2649N 185,500 Est Rev-Sale of Prop And Comp For Loss 81,000 A2699N 131,000 Est Rev-Miscellaneous Local Sources 32,175 A2799N 14,175 Est Rev-State Aid 1,120,500 A3099N 1,355,500 Est Rev-Federal Aid 12,500 A4099N 204,746 TOTAL Estimated Revenues 27,111,682 28,574,287 Estimated-Interfund Transfer -63,000 A5031 N 542,000 Appropriated Fund Balance 3,505,000 A599N 2,000,000 TOTAL Estimated Other Sources 3,442,000 2,542,000 iTOTAL Estimated Revenues And Other Sources 30,553,682 31,116,287 Page 12 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (A)GENERAL Budget Summary - - - �ode Description 2015 �pGo'de 2016 Appropriations App-General Government Support 6,843,135 A1999N 7,151,829 App-Public Safety 10,325,845 A3999N 10,451,475 App-Health 34,800 A4999N 33,300 App-Transportation 529,900 A5999N 577,302 App-Economic Assistance And Opportunity 1,500,610 A6999N 1,414,140 App-Culture And Recreation 324,510 A7999N 358,560 App-Home And Community Services 399,943 A8999N 367,431 App-Employee Benefits 9,095,732 A9199N 9,170,800 App-Debt Service 858,700 A9899N 763,200 TOTAL Appropriations -_. 29,913,175' 30,288,037 App-Interfund Transfer 640,507 A9999N 828,250 TOTAL Other Uses 646,507 :._. 828,250 .TOTAL Appropriations And Other Uses 30;553;682 31,146,287 ` Page 13 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (B)GENERAL TOWN-OUTSIDE VG Balance Sheet ►ode Description 2014 Edp-07e -2015 Assets Cash In Time Deposits 1,011,311 B201 862,963 TOTAL Cash 1,011,311 862,963 Accounts Receivable 156,019 B380 151,530 TOTAL Other Receivables(net). 156,019 151,530 Due From State And Federal Government 62,863 B410 62,359 TOTAL State And Federal Aid Receivables 62,863 62,359 Due From Other Funds 154,823 B391 163,637 TOTAL Due From Other Funds 154,823 163,637 Prepaid Expenses 71,735 B480 71,080 TOTAL Prepaid;Expenses 71,735 71,080 TOTAL Assets and Deferred Outflows of Resources 1,456,752 1,311,570 Page 14 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (B)GENERAL TOWN-OUTSIDE VG Balance Sheet ode'Descnption - .v z " ` ,,72 14 EdpCoiie:: :2015. ' Accounts Payable 18,338 B600 25,729 TOTAL Accounts Payable18,338 25,729 Due To Other Funds B630 TOTAL Due To Other,Funds 0 0. OTAL,tiabilities, 18,338.• 25,729 Deferred Inflows of Resources Deferred Inflow of Resources 100,379 B691 137,448 TOTAL- Deferred inflows of Resources; - 100,379 137,448 [TOTAL Deferredinflows.of Resources " 100,379 137,4481 Fund Balance Not in Spendable Form 71,735 B806 71,080 TOTAL Nonspendable Fund Balance 71,735 71,080 Assigned Appropriated Fund Balance 570,000 B914 340,000 Assigned Unappropriated Fund Balance 696,300 B915 737,312 TOTAL Assigned Fund Balance `_ 1,266,300 `1,077,312 1 OTAOTA d Balance :: 1,338,036: 1,148,392 TL L OTAiabilities;Deferred Inflows And'Fund'Balance 1';456;752`. 1,311,576 Page 15 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (B)GENERAL TOWN-OUTSIDE VG Results of Operation erode DescriptionFEE 2014 EdpCode 2015 Revenues Real Property Taxes 669,307 B1001 292,716 TOTAL Reap Property Taxes 669,307 292,716 Other Payments In Lieu of Taxes 1,053 B1081 288 Interest&Penalties On Real Prop Taxes 15 B1090 5 TOTAL'Real Property Tax Items 1,069 293 Franchises 612,931 B1170 624,435 TOTAL-Non Property Tax Items 612,931 624,435 Other General Departmental Income 8,550 B1289 9,060 Safety Inspection Fees 567,705 B1560 543,227 Public Health Fees 17,254 B1601 15,162 Zoning Fees 107,000 B2110 73,250 Planning Board Fees 131,999 B2115 97,672 TOTAL Departmental Income 832,507 738,370 Interest And Earnings 3,013 B2401 2,222 TOTAL Use of Money And Property 3,013 2,222 Permits,Other 10,850 B2590 11,150 TOTAL Licenses And Permits 10,850 11,150 St Aid,State Revenue Sharing 88,328 B3001 88,328 St Aid,Planning Studies 60,551 B3902 21,302 TOTAL State Aid 148,879 109,630 LOTAL Revenues 2,278,556 1,778,817 TOTAL Detail Revenues And Other Sources 2,278,556 1,778,817 Page 16 OSC Municipality Code 470379000000 ` TOWN OFSouthold Annual Update Document For the Fiscal Year Ending 2D15 - (pGENERAL TOWN-OUTSIDE vG Results o,Operation 110 s 0Mr 1151_Mr Expenditures Law Pemoem s14201 4.993 Law,Contr Expend ' 22,975 B14204 m\mm Payment mMtaPayroll Tax,oontr Expend 4.040 B1 9804 4.218 aafety|nxpenuon.pemaem 535,809 s36201 572.698 Safety Inspection,Equip aCap Outlay susznz Safety Inspection,oont,Expend 13.769 s36204 13.238 IY&AL Safety Inspection 549,578 _585,061 M|xnPublic Safety,Pars aem 570 s39891 921 [YotAL misc Public Safety '570 921 TIOTA�L PubIi6 Safety 550,148r_ 586,857 Zoning,Pars Sem 157.837 B801 01 182.457 Zoning,Equip aCap Outlay s80102 nn Zoning,oom,Expend 13.716 s80104 4.810 ITOTAL Zoning i A" .187,3571 Planning,Pars aem 500.011 s80201 496.523 Planning,Equip aCap Outlay uoo sonznz 237 Planning,oom,Expend 44.193 s80204 53.467 JTPT�L-Home And Comi;Jnity Services' 737,5841 State Retirement,Emp|emnx 176.910 s90108 174.415 Social Security. Emp|snnx 90.778 snnuno 95.101 Worker's Compensation,Emp|snnx 11.719 s90408 12.604 _ Unemployment Insurance,Emp|snnx snnono Disability Insurance,Emp|snnx 28.793 snn000 33.409 Hospital aMedical(uentaVIns,Emp|emn sonsno 304.515 Other Employee Benefits(spec) 6.147 son000 do 791] Transfers,Other pmmx 352,306 s99019 -15.331 IT rating',Transferi Page 17 OGCMunicipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (B)GENERAL TOWN-OUTSIDE VG Analysis of Changes in Fund Balance ode DescnpUon` 2014 = Edp,Code_ 2015_ Analysis of Changes in Fund Balance Fund Balance-Beginning of Year 1,019,439 B8021 1,338,036 Restated Fund Balance-Beg of Year 1,019,439 B8022 1,338,036 ADD-REVENUES AND OTHER SOURCES 2,278,556 1,778,817 DEDUCT-EXPENDITURES AND OTHER USES 1,959,959 1,968,461 Fund Balance-End of Year 1,338,036 B8029 1,148,392 Page 18 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (B)GENERALTOWN-OUTSIDEVG Budget Summary bode Description 2015 EdpCode 2016 Estimated Revenues Est Rev-Real Property Taxes 292,716 B1049N 481,428 Est Rev-Real Property Tax Items 1,020 B1099N 130 Est Rev-Non Property Tax Items 565,000 B1199N 625,000 Est Rev-Departmental Income 670,150 B 1299 764,200 Est Rev-Use of Money And Property 2,500 B2499N 2,000 Est Rev-Licenses And Permits 11,200 B2599N 11,400 Est Rev-State Aid 88,000 B3099N 88,328 iTOTALEstimated Revenues 1,630,586 1;972,486' Appropriated Fund Balance 570,000 B599N 340,000 [TOTAL Estimated Other Sources 570,000 340,000; NOTAL Estimated Revenues And Other Sources-' 2,200;586:. 2,312,486`._ � Page 19, OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (B)GENERAL TOWN-OUTSIDE VG Budget Summary „ode Description _ 201'5 . E_dpCode 2016 Appropriations App-General Government Support 85,500 B1999N 215,250 App-Public Safety 631,970 B3999N 537,770 App-Home And Community Services 794,064 B8999N 846,466 App-Employee Benefits 725,472 B9199N 698,000 TOTAL Appropriations 2,237;006 2,297,486 App-Interfund Transfer -36,420 B9999N 15,000 (TOTAL Other Uses -36,420 15,000 TOTAL Appropriations And Other Uses 2,200,586 2,312,486 Page 20 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the,Fiscal Year Ending 2015 (CD)SPECIAL GRANT Balance Sheet 6—;odeD_escnption Assets Due From State And Federal Government 43,145 CD410 21,440 TOTALSfate And Federal Aid Receivables43,145' 21,440 TOTAL Assets and-Deferred Outflows of Resources 43,145 21;440� Page 21 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (CD)SPECIAL GRANT Balance Sheet WQ-d-el Description 2014 EdpCode 2015 Accounts Payable 35,145 CD600 21,440 TOTAL Accounts Payable 35,145 21,440 Due To Other Funds 8,000 CD630 TOTAL Due To-Other Funds 8,000 0 F OTAL Liabilities 43,145 21,440 TOTAL Liabilities,Deferred Inflows And Fund Balance- 43,145 21,440i Page 22 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (CD)SPECIAL GRANT Results of Operation *ode Description 2014 EdpCode 20,15 Revenues Fed Aid,Community Development Act 140,593 CD4910 52,539 TOTAL Federal Aid 140,593.' 52,539 TOTAL Revenues 140,593 52,539 TOTAL Detail Revenues And-Other Sources` 140,593 52,539 Page 23 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (CD)SPECIAL GRANT Results of Operation *ode Description 2014 EdpCode 2015 Expenditures Prov of Public Service,Contr Expen 140,593 CD86764 52,539 TOTAL Prov of Public Service 140,593 52;5391 F OTAL Home And Community Services 140,593 52,539 ITOTAL Expenditures- 140,593 52,539 TOTAL Detail Expenditures And Other Uses 140,593 52,539 Page 24 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (CD)SPECIAL GRANT Analysis of Changes in Fund Balance :, ode De§'caption..�`�` �` 2014•- Analysis of Changes in Fund Balance --- - -- Fund Balance-Beginning of Year CD8021 Restated Fund Balance-Beg of Year CD8022 ADD-REVENUES AND OTHER SOURCES 140,593 52,539 DEDUCT-EXPENDITURES AND OTHER USES 140,593 52,539 Fund Balance-End of Year CD8029 Page 25 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (CM)MISCELLANEOUS SPECIAL REV Balance Sheet *ode Description 2014 EdpCode 2015�] Assets Cash In Time Deposits 11,044,890 CM201 14,148,808 TOTAL Cash 11,044,890 14,148,808 Accounts Receivable 41,858 CM380 712 TOTAL Other Receivables(net) 41,858 Due From State And Federal Government 527 CM410 18,270 OTAL State And Federal Aid Receivables 527 18,270 Due From Other Governments 572,654 CM440 656,106 TOTAL Due From Other Governments 572,654 656,106 TOTAL Assets and Deferred Outflows of Resources 11,659,928 14,823,896 Page 26 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (CM)MISCELLANEOUS SPECIAL REV Balance Sheet erode Description 2014 EdpCode �2'Oi15' Accounts Payable 27,513 CM600 26,894 TOTAL Accounts Payable OTALiLiabilities ° - 27;513; :. : '26,894 Fund Balance, Assigned Appropriated Fund Balance 4,456,950 CM914 6,204,000 Assigned Unappropriated Fund Balance 7,175,466 CM915 8,593,002 TOTAL-Assigned Fund Balancee' 11,632;416. 14;797,002 TOTAL`Funtl Balance: 11,632;416 14,797,002 TOTAL Liabilities, Deferred-lnflows And.Fund Balance 11,659,928- 14,823,896 Page 27 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (CM)MISCELLANEOUS SPECIAL REV Results of Operation >ode Description 2014 BdpCode 2015 Revenues Misc Revenue,Other Govts 6,060,255 CM2389 6,464,184 LOTAL Intergovernmental Charges 6,060,255 -6,464,184 Interest And Earnings 18,407 CM2401 14,879 TOTAL Use of Money And Property 18,407 14,879 State Aid,Other CM3089 12,824 Additional Description SEMO aid St Aid-Other Home And Community Service 527 CM3989 TOTAL State Aid 527 12,824 Federal Aid,Other 2,602,246 CM4089 4,919 Additional Description FEMA aid TOTAL Federal Aid 2,602,246 4,919 TOTAL Revenues 8,681,434 6,496,806 TOTAL Detail Revenues And Other-Sources 8,681,434 6,496,806 Page 28 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (CM)MISCELLANEOUS SPECIAL REV Results of Operation erode Description �20:14� E-dpCode �20,15� Expenditures Payment of Mta Payroll Tax;Contr Expend CM19804 582 TOTAL3Paymeot of Ota-Payroll Taz0 ..582 T OTAL Gene"ral Government Support Other Home And Community Service-Pers Sery CM89891 172,761 Other Home&Comm-Equip&Cap Outlay 5,216,999 CM89892 800,592 Other Home And Community Service-Empl Bnft CM89898 13,093 TOTAL Other Home And Community Service-Empi Bnft = 5,216,999 :986;446 T OTAL.Home And`Community Services p 5,216,999 986,446 Serial Bonds, Principal 1,297,300 CM97106 1,338,500 T OTAL Debt Principal 1,297;300 1,338,500 Debt Interest,Serial Bonds 1,051,812 CM97107 1,006,692 T OTAL Debtlnterest ;` 1',051;812' 41,006,692 TOTAL Expenditures 7,566,111• ,31332,220 LOTAL,Detail'Expenditures And Other Uses; 71566,111 3;332;220 Page 29 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (CM)MISCELLANEOUS SPECIAL REV Analysis of Changes in Fund Balance ode Description i,,, 2014,.. EdpCode 2015 Analysis of Changes in Fund Balance Fund Balance-Beginning of Year CM8021 11,632,416 Prior Period Adj-Increase In Fund Balance 10,517,092 CM8012 Restated Fund Balance-Beg of Year 10,517,092 CM8022 11,632,416 ADD-REVENUES AND OTHER SOURCES 8,681,434 6,496,806 DEDUCT-EXPENDITURES AND OTHER USES 7,566,111 3,332,220 Fund Balance-End of Year 11,632,416 CM8029 14,797,003 Page 30 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (DB)HIGHWAY-PART-TOWN Balance Sheet =ode Description 2014 EbpCode X20,1,5 Assets Cash In Time Deposits 667,341 DB201 595,314 OTAL Cash 667,341 595;314 Accounts Receivable 253 DB380 47 OTAL"OtherReceivables(net) „r 2$3 471 Due From State And Federal Government 260,034 DB410 36,059 OTAL'StateAnd Federal Aid Receivables`: 260,034 " 36,059 Due From Other Funds 1,063,265 DB391 1,173,898 TOTAL Due From-Other Funds1,063265 .1°;173,898, Prepaid Expenses 165,309 DB480 169,329 [TOTAL Prepaid"Expenses ;_ 165;309 169,329. TOTALAssets and Deferrgd Outflows'of Resources'. 2,156,203 1,9741648 Page 31 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (DB)HIGHWAY-PART-TOWN Balance Sheet 070de Description 2014 EdpCode 2015 Accounts Payable - - 80,001 DB600 132,311 TOTAL Accounts Payable 80,001 132,311 Due To Other Funds 31,735 DB630 23,622 TOTAL Due To Other Funds, 31,735 - 23,622, Due To Other Governments 160 DB631 160 TOTAL Due To Other Governments 160 160 OTAL Liabilities 111,896' 156;0931 Deferred Inflows of Resources Deferred Inflow of Resources 1,001,177 DB691 1,171,556 TOTAL Deferred Inflows of Resources 1,001,177 1,171,556 TiOTAL Deferred inflows of Resources 1,001,177 1,17 5 Fund Balance Not in Spendable Form 165,309 DB806 169,329 TOTAL Nonspendable Fund Balance 165,309 169,329 Assigned Appropriated Fund Balance 460,640 DB914 250,440 Assigned Unappropriated Fund Balance 417,180 DB915 227,231 TOTAL Assigned Fund Balance 877,820 477,671 [TOTAL Fund Balance 1,043,130 647,0001 TOTAL Liabilities, Deferred Inflows And Fund Balance 2,156,203 1,974,648 Page 32 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (DB)HIGHWAY-PART-TOWN Results of Operation 'ode Des"�cription 20,1_4 EdpCod 2015 Revenues Real Property Taxes 4,719,206 DB1001 4,641,266 TOTAL Real Pro'a Taxes =' p.srtY.<. �... �� ,,.� �,� � ffi Other Payments In Lieu of Taxes 7,423 DB1081 4,564 Interest&Penalties On Real Prop Taxes 109 DB1090 77 Interest And Earnings 7,927 DB2401 5,579 Permits,Other 20,821 DB2590 15,737 TOTAL Licenses And Perriiits �` ` „:; 20,821 15,237 l Sales of Scrap&Excess Materials 32,127 DB2650 7,954 Insurance Recoveries 1,054 DB2680 TOTAL Sale of Property Anil Compensation.For,Loss 33 181j 7 9541 Refunds of Prior Year's Expenditures DB2701 8,500 TQTAL�Miscellaneous Local Sources _ ,0, *��� -.� 1 8;500 St Aid,Consolidated Highway Aid 389,982 DB3501 562,220 St Aid Emergency Disaster Assistance 1,223 DB3960 81,858 TOTAL Sfate Aid _. 391,204ri ,644,078€: Fed Aid,Emergency Disaster Assistance 12,735 DB4960 69,196 TOTAL Revenues. s „-r .. _ 192,607.' 5;396,951;' Interfund Transfers 23,754 DB5031 19,953 �. TOA DetailtReveriues Anil Other,Sourcesw'. Ya f x „5;216 361;: 416`9 Page 33 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (DB)HIGHWAY-PART-TOWN Results of Operation *ode Description 2014 EdpC++ode 2015 Expenditures Administration-Contractual 62 DB17104 46 TOTAL Administration-Contractual; 62 46 Payment of Mta Payroll Tax,Contr Expend 7,153 DB19804 7,416 TOTAL Payment ofMta Payroll Tax 7,153 7,416 TOTAL General Government Support, ,7,215 7,462 Maint of Streets,Pers Sery 1,478,199 DB51101 1,372,470 Maint of Streets,Contr Expend 484,823 DB51104 710,970 TOTAL Maint of Streets 1,963,021 2,083,440 Perm Improve Highway,Equip&Cap Outlay 389,982 DB51122 562,220 LOTAL Perm Improve Highway 389,982 562,220 Machinery,Pers Sery 341,300 DB51301 377,445 Machinery,Equip&Cap Outlay 106,966 DB51302 135,121 Machinery,Contr Expend 167,021 DB51304 187,868 TOTAL Machinery 615,288 .700,434 Brush And Weeds,Pers Sery 94,487 DB51401 142,918 Brush And Weeds,Equip&Cap Outlay 694 DB51402 106 Brush And Weeds,Contr Expend 69,857 DB51404 57,611 ITOTAL Brush And Weeds 165,037 200,635 Snow Removal,Pers Sery 183,111 DB51421 335,192 Snow Removal,Equip&Cap Outlay 808 DB51422 8,808 Snow Removal,Contr Expend 220,122 DB51424 190,771 TOTAL Snow Removal 404,041 534,771 TOTAL Transportation 3,537,370 4,081,500 State Retirement,Empl Bnfts 414,303 DB90108 404,479 Social Security,Empl Bnfts 158,374 DB90308 168,166 Worker's Compensation,Empl Bnfts 155,220 DB90408 166,937 Disability Insurance,Empl Bnfts 61,688 DB90558 62,403 Hospital&Medical(dental)Ins,Empl Bnft DB90608 903,597 TOTAL Employee Benefits' 789,586 1,705,582 Debt Principal,Serial Bonds 70,000 DB97106 65,000 Debt Principal,Bond Anticipation Notes 53,000 DB97306 129,737 TIOTAL Debt Principal 123;000 194,737 Debt Interest,Serial Bonds 23,713 DB97107 22,490 Debt Interest,Bond Anticipation Notes 861 DB97307 7,039 TOTAL Debt Interest 24,573 29,530 TOTAL Expenditures 4;481,744 6,018,811 Transfers,Other Funds 915,397 DB99019 -205,777 I OTAL Operatin g Transfers 915,397 -205,777 TOTAL Other Uses 915,397 -205,777 TOTAL Detail Expenditures And Other Uses 5,397,141 5,813,034 Page 34 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (DB)HIGHWAY-PART-TOWN Analysis of Changes in Fund Balance ode Description �;; �' 4 2014- >Edp'Coiie 2015 Analysis of Changes in Fund Balance Fund Balance-Beginning of Year 1,223,909 DB8021 1,043,130 Restated Fund Balance-Beg of Year 1,223,909 DB8022 1,043,130 ADD-REVENUES AND OTHER SOURCES 5,216,361 5,416,904 DEDUCT-EXPENDITURES AND OTHER USES 5,397,141 5,813,034 Fund Balance-End of Year 1,043,130 DB8029 647,006 Page 35 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (DB)HIGHWAY-PART-TOWN Budget Summary Estimated Revenues Est Rev-Real Property Taxes 4,641,266 DB1049N 5,263,180 Est Rev-Real Property Tax Items 7,700 DB1099N 1,825 Est Rev-Use of Money And Property 9,500 DB2499N 6,000 Est Rev-Licenses And Permits 10,000 DB2599N 12,000 Est Rev-Sale of Prop And Comp For Loss 1,500 DB2699N 1,000 Est Rev-State Aid 420,619 DB3099N 422,755 (TOTAL Estimated Revenues 5,090,585' 5,706,760 Appropriated Fund Balance 460,640 DB599N 250,440 [TOTAL Estimated Other Sources 460,640 250;440 [TOTAL Estimated Revenues And Other Sources 5,551,225 5,957,200 Page 36 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (DB)HIGHWAY-PART-TOWN Budget Summary ode Description 2015 EdpCode 2016 Appropriations App-Transportation 3,659,637 DB5999N 3,744,888 App-Employee Benefits 1,829,000 DB9199N 1,884,997 App-Debt Service 225,790 DB9899N 217,315 ITOTAL Appropriations 5;714;427 5,847,209 Interfund Transfers -163,202 DB9999N 110,000 (TOTAL Other Uses -163;202 170;000 NOTAL.Approprlations.And 4Other'Uses, 5,557;225 L 5;957,200 Page 37 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (H)CAPITAL PROJECTS Balance Sheet *ode Description 2014 EdpCode 20A5 Assets Cash In Time Deposits 1,648,252 H2O1 932,450 TOTAL Cash 1,648,252 832,450 Accounts Receivable 302 H380 121 TOTAL Other Receivables(net) 302 121 Due From State And Federal Government 560,531 H410 1,166 TOTAL State And Federal Aid Receivables 560,531- 1,166 Due From Other Funds 355,262 H391 332,518 TOTAL Due.From Other Funds 355,262 332,518 Due From Other Governments H440 34,993 TOTAL Due From Other-Governments 0 34,993 TOTAL Assets and Deferred Outflows of Resources 2,564,348 1,301,248 Page 38 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (H)CAPITAL PROJECTS Balance Sheet erode De'scription 2014 EdpCode ® 2015 Accounts Payable - 464,205- H600 110,908 TOTAL Accounts,Payable `i - 464,205 " 110,908 Bond Anticipation Notes Payable 2,959,000 H626^ 3,529;000 TOTAL~Notes Payable, ...,:. 2,959;000 x .3;529,000, Due To Other Funds 587,828 H630 1,166 T6TAL'du6,.Tr6 Other Funds' "` —'687,828, - - -1'166 TOTAL Liabilities4,011;034 3,6,41,074 Fund Balance Assigned Appropriated Fund Balance 2,545,614 H914 4,378,756 Assigned Unappropriated Fund Balance 1,515,605 H915 TOTAL Assigned Fund Balance 4;061;219 4,378,756 Unassigned Fund Balance -5,507,905 H917 -6,718,582 TOTAL Unassigned Fund;Balance `_'-5;507;905'" `' 4,718;582 TOTAL Fund Balance. '-1,446,686 2,339;826 TOTAL Liabilities, DeferredInflows.And'Fun•d Balance 2,564;348 1,301,248 Page 39 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (H)CAPITAL PROJECTS Results of Operation erode Description 2014 EtlpCode 2015 Revenues Misc Revenue,Other Govts -9,498 H2389 77,711 TOTAL Intergovernmental Charges 9,498 77,711 Interest And Earnings ' 1,982 H2401 1,986 TOTAL Use of Money And Property 1;982 1,986 Premium&Accrued Interest On Obligations H2710 29,095 TOTAL Miscellaneous Local Sources .0 29,095 St Aid-Other Home And Community Service 133,883 H3989 49,985 TOTAL State Aid, 133,883 49,985 Fed Aid-Cap Projects H4097 Fed Aid,Emergency Disaster Assistance H4960 116,640 Additional Description Prior period adjustment Fed Aid,Other Home&Community Cap 1,652,332 H4997 TOTAL Federal Aid 1,652,332 116,640 TOTAL Revenues 1,778,700 275,4171 Interfund Transfers 369,288 H5031 349,910 Additional Description Includes-$116,640 prior period adjustment TOTAL Interfund Transfers 369,288 349,910 Bans Redeemed From Appropriations 326,395 H5731 601,737 TOTAL Proceeds of Obligations 326,395 601,737 TOTAL Other Sources _ 695,683 951,647 TOTAL Detail Revenues And Other Sources 2,474,383 1;227,064 Page 40 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (H)CAPITAL PROJECTS Results of Operation "erode Description 20.1_'4'Cp'Code 2015 _ Expenditures General Govt,Equip&Cap Outlay 517,312 H19972 1,722,484 TOTK4Q' eneral`Govt. r, , TOTAL General Goyernmenf Support x w < 1 x517 312 "1 ' 1'7'22 484 Public Safety Cap Proj 21,354 H30972 20,286 TOTAL Public Safety Cap Riot ( 21354 �, sx 20,286, O,TAL Public Safety 21"354, 20,286 Perm Improve Highway, Equip&Cap Outlay 768,948 H51122 328,725 TOTAL Permrlmprove Higfiway , 768,948 328;725 O,TAL Transportation ,: 76048 328,725 Economic Dev, Equip&Cap Outlay 29,111 H64972 28,999 TOTAL`EconomicDev - 29,11928999 ITOTAL Economic-Assistance And-Opportunity 29;111 28,999 Sanitation,Equip&Cap Outlay H87972 2,817 TOTAL Sanitation Misc Home&Comm Serv,Equip&Cap Outlay 1,673,103 H89892 14,500 TOTAL Misc Home`&Comm Serv,,.: 1,673,103. 14,500 OTAL HomeAntJ.Gomniunty Services 1,673,103' 12,3:17 Debt Principal,Serial Bonds H97106 OTAL Debt Principal Debt Interest,Serial Bonds 390 H97107 201 Debt Interest,Bond Anticipation Notes 518 H97307 2,192 It—,OX AL Debt,lnterest 907- 2,39,3 TOTAL Expenditures 3;010°735 : 2;120;204 Transfers,Other Funds H99019 TOTAL Operating Transfers':= sy x r ��� 0�' �,;;: -, 0 TOTAL Other Uses� �::; � � x,," �� �� > fQ; •,s�'` �� °� "0 TOTAL Detail ExpeniJiturgs And;Ofher Uses 3;010,735; 212Q,204 Page 41 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (H)CAPITAL PROJECTS Analysis of Changes in Fund Balance ode Description 2014 EdpCode 2015 Analysis of Changes in Fund Balance Fund Balance-Beginning of Year 9,606,758 H8021 -1,446,686 Prior Period Adj-Decrease In Fund Balance 10,517,092 H8015 Restated Fund Balance-Beg of Year -910,334 H8022 -1,446,686 ADD-REVENUES AND OTHER SOURCES 2,474,383 1,227,064 DEDUCT-EXPENDITURES AND OTHER USES 3,010,735 2,120,204 Fund Balance-End of Year -1,446,686 H8029 -2,339,824 Page 42 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (K)GENERAL FIXED ASSETS Balance Sheet erode Description 20;1_4 EdpCode 201:5 Assets Land 126,707,115 K101 128,370,857 Buildings 27,415,581 K102 27,474,976 Improvements Other Than Buildings 18,310,844 K103 18,395,029 Machinery And Equipment 16,107,133 K104 16,898,205 Construction Work In Progress 5,179,739 K105 1,381,735 Infrastructure 81,685,789 K106 83,847,449 TOTAL.Fixed Assets(net)' ` 275,406,202 276;368,251 TOTAL Assets and Deferred Outflows of Resources '275,406;202 276,368,251 Page 43 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (K)GENERAL FIXED ASSETS Balance Sheet erode Description 201'4, Ed Code 2015 Liabilities,Deferred Inflows And Fund Balance Total Non-Current Govt Assets 275,406,202 K159 276,368,251 TOTAL investments in Non-Current Government Assets -275,'406;202 276 36&251 TOTAL'-Fund Balance275,406-202 276,368 251 TOTAL; 275;406,202 27_,6,368,251 Page 44 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (SF)FIRE PROTECTION Balance Sheet =ode Description 20,14 . >�tlp_C>ode 2015 - Assets Cash In Time Deposits 26,950 SF201 25,775 ITQTAL,Cash26,950 25,775. Accounts Receivable 1 SF380 iTOTAL Other Receivables(net) Due From Other Funds 164,519 SF391 167,590 LOTAL Due`From,Other Funds 164,519 167,590 TOTAL Assets•and,Deferred Outflows of Resources. 191,470 :193,'366; Page 45 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (SF)FIRE PROTECTION Balance Sheet erode Description 2014 EdpGode 2415 Accounts Payable 13,136 SF600 13,136 TOTAL Accounts Payable 13,136 13,136 TOTAL Liabilities13,136 13,1361 Deferred Inflows of Resources Deferred Inflow of Resources 164,519 SF691 167,590 TOTAL Deferred Inflows of Resources. 164,519 167,590 TOTAL Deferred Inflows of Resources 164,519 167,590) Fund Balance Assigned Appropriated Fund Balance 6,800 SF914 6,000 Assigned Unappropriated Fund Balance 7,015 SF915 6,639 TOTAL Assigned Fund Balance 13,815 12,639 TOTAr- L Fund Balance 13,815 12,6391 TOTAL Liabilities, Deferred Inflows And Fund Balance 191,470 193,366 Page 46 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (SF)FIRE PROTECTION Results of Operation erode Description 2014 EdpCode ��15' Revenues Real Property Taxes 771,184 SF1001 764,836 TOTAL;ReaIProperty Tates' , 771;184 264,836 Interest&Penalties On Real Prop Taxes 18 SF1090 13 TOTAL Real Property;Tax Items` 18- 93 Interest And Earnings 475 SF2401 284 TOTAL Use of Money An.ii Prop erty ' 475: -. 284 TOTAL Revenues 771,627:. 765;133. OTAL Detail Revenues.And"Other$ources' : 771,677 _ 765,133' Page 47 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (SF)FIRE PROTECTION Results of Operation erode Dessriptiojn 20 4 EdpCode 20,15 Expenditures Fire Protection,Contr Expend 772,657 SF34104 766,309 TOTAL Fire:Protection 772,657 766,309 TOTAL Public Safety - 772,657 766,309 Interfund Loans 10 SF97957 1 TOTAL Debt interest 10 1. TOTAL'Expenditures 772,667 766,309, TOTAL Detail Expenditures And Other Uses 772,667 766,309 Page 48 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (SF)FIRE PROTECTION Analysis of Changes in Fund Balance ode Description -, 2014 EdpCode 2015 Analysis of Changes in Fund Balance - - Fund Balance-Beginning of Year 14,805 SF8021 13,815 Restated Fund Balance-Beg of Year 14,805 SF8022 13,815 ADD-REVENUES AND OTHER SOURCES 771,677 765,133 DEDUCT-EXPENDITURES AND OTHER USES 772,667 766,309 Fund Balance-End of Year. 13,815 SF8029 12,639 Page 49 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 _ (SM)MISCELLANEOUS Balance Sheet rode Description 2014 EdpCode 2015 Assets Cash 1,059,663 SM200 664,930 Cash In Time Deposits 82,492 SM201 120,993 Petty Cash 1,535 SM210 2,486 TOTAL Cash 1,143,691 788,409 Accounts Receivable 42,278 SM380 52,781 Allowance For Receivables(Credit) -4,600 SM389 -4,600 TOTAL Other Receivables(net) 37,678 48,181 Due From State And Federal Government 11,355 SM410 11,133 TOTAL State And Federal Aid Receivables 11,355 11,133 Due From Other Funds 188,173 SM391 196,906 TOTAL Due From Other Funds 188;173 196;906 Prepaid Expenses 61,132 SM480 49,964 TOTAL Prepaid Expenses 61,132 49,964 TOTAL Assets and Deferred Outflows of.Resources 1,442;029 1,094;592 Page 50 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (SM)MISCELLANEOUS Balance Sheet ocieDe'senpbon w Ei Code`:, 2015 rb, . .. Accounts Payable 306,284 SM600 378,564 TOTALAccounts Payable 306,284 378,564 Other Liabilities 9,102 SM688 13,232 TOTAL Other"Liabilities` 9;102 >w. 13,232 Due To Other Funds SM630 TOTAL Due To Other-Funds 0 0 Due To Other Governments 539 SM631 777 TOTAL,Uue To`Other Governments-` n. r 539 ;77,71 4 OTAL Liabilities. 315,925 392,5731 Deferred Inflows of Resources Deferred Inflow of Resources 188,173 SM691 196,905 TOTAL Deferred,lnfl6wWbf Resources =' 188;173 196;905 OTAL Deferred'Inflowsof'Resources > 188,173. 196,9051 Fund Balance Not in Spendable Form 61,132 SM806 49,964 TOTAL Nonspendable Fund-Balance 61;132 49;964 Assigned Appropriated Fund Balance 436,870 SM914 Assigned Unappropriated Fund Balance 439,929 SM915 455,150 TOTAL Assigned'cFund Balance 876,799 : 455,150 [TOTAL Fund Balance 937,931 505,113 TOTAL Liabilities;Deferred inflows And fund Balance 1,442,029 1;094;592! Page 51 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (SM)MISCELLANEOUS Results of Operation erode Description X0,1.4 EdpCode 2015 Revenues Real Property Taxes 857,650 SM1001 874,803 TOTAL Real Property Taxes 857,650_ 874,803 Interest&Penalties On Real Prop Taxes 20 SM1090 15 TOTAL Real Property Tax Items` 20 15 Other General Departmental Income 2,763,121 SM1289 2,805,710 TOTAL Departmental-Income 2,763,121 2,805,710 Misc Revenue,Other Govts 28,000 SM2389 28,284 TOTAL Intergovernmental Charges : 28,000 28,284 Interest And Earnings 505 SM2401 491 Commissions SM2450 TOTAL Use of Money And Property 505 491 Refunds of Prior Year's Expenditures SM2701 Unclassified(specify) SM2770 2,415 TOTAL Miscellaneous Local Sources 0 2,415 St Aid,Other Aid(specify) 399 SM3089 570 Additional Description Homeland Security(SEMO) TOTAL State Aid 399 570 Federal Aid-Other 19,879 SM4089 963 Additional Description FEMA TOTAL Federal Aid 19,879 963 TOTAL Revenues 3,669,575 3,713,250 TOTAL Detail Revenues And Other Sources ,3,669;575 3,713,250 Page 52 OSC Municipality Code 470379000000 TOWN OFSouthold Annual Update Document For the Fiscal Year Ending 2D15 (SM)MISCELLANEOUS Results mOperation Expenditures Other Gen Govt Support,oontr Expend 193,821 Sm19894 3*9.487 ppprt Insect Control,Pers Sem 32,688 SM40681 30.067 Insect Control,ovnt,Expend 29.272 Sw40684 46.403 Insect Control,Emp|snnx 7.752 sw40688 7.596 Other Transportation,Pers sem 1.302.576 sM56801 1.366.332 Other Transportation,ewu|p&Cap Outlay 418.378 sMosooc 755.404 Other Transportation,oont,Expend 665.810 sw56804 628.454 Other Transportation,Emp|annx 530.763 sMos000 565,903 / 316,092 M|xnHome&Comm Sem.00nt,Expend 2.5*1 SM89894 12.877 IY Mis'c"-Homet,Cornr6Sery 'i?1877 _PTAL Home And C 2,541, 12,87 Debt Principal,Serial Bonds 175.000 swnnos 175.000 Debt Principal,Bond Anticipation Notes 100.415 sM97306 150.000 Debt Interest,Serial Bonds 58,825 sM97107 52,263 Debt Interest,Bond Anticipation Notes 4.334 sM97307 6,283 T107��p5pt Inter Of �"46 pen ' Page 53 OGCMunicipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (SM)MISCELLANEOUS Analysis of Changes in Fund Balance ode Description 2014 EdpCode 2015 Analysis of Changes in Fund Balance Fund Balance-Beginning of Year 790,531 SM8021 937,931 Restated Fund Balance-Beg of Year 790,531 SM8022 937,931 ADD-REVENUES AND OTHER SOURCES 3,669,575 3,713,250 DEDUCT-EXPENDITURES AND OTHER USES 3,522,175 4,146,068 Fund Balance-End of Year 937,931 SM8029 505,113 Page 54 OSC Municipality Code 470379040000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (SP)PARK Balance Sheet erode Description 2014 (EdpCode 2015 Assets Cash In Time Deposits 750,226 SP201 1,271,140 Petty Cash 350 SP210 300 OTAL Cash 750,576 1;27:1•,440 Due From Other Funds 197,955 SP391 207,480 T From OtherKinds, ��,.` ` :`r ' '' •197,955 :207,480 OTAL Due .• � .� _ _ TOTAL•Assets and Deferred Outflows of`Resources 948,530 9;478,919 Page 55 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (SP)PARK Balance Sheet *ode Description 2014 EdpCode 2015 Accounts Payable - 7,584 SP600 3,898 TOTAL Accounts Payable --7,584 3;898 Other Liabilities 2 SP688 TOTAL Other Liabilities 2 TOTAL Liabilities 7,586 3,898 Deferred Inflows of Resources Deferred Inflow of Resources 197,955 SP691 207,480 TOTAL DeferredInflows of Resources 197,955 207,480 TOTAL Deferred Inflows of Resources 197,955 207,480; Fund Balance Assigned Appropriated Fund Balance 93,013 SP914 93,013 Assigned Unappropriated Fund Balance 649,977 SP915 1,174,528 TOTAL Assigned FundBalance742,990 1,267;541 TOTAL Fund Balance 742,990 1,267,541 TOTAL Liabilities,Deferred Inflows And Fund Balance 948,530 1,478,919i Page 56 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (SP)PARK Results of Operation rode Description 2014 EdpCode 2015 Revenues Real Property Taxes 906,160 SP1001 920,278 TOTAL,ReaI Property'Tazes' 906,160'' 920,278 Interest&Penalties On Real Prop Taxes 20 SP1090 15 TOTAL Real Property Tax Items 20 1`5 Interest And Earnings 3,275 SP2401 49,289 TOTAL Use ofMoney And Property 3,275 49,289 Sales of Real Property SP2660 239,458 Other Compensation For Loss 130 SP2690 TOTAL Sale of PropertyAnd-Compensation For Loss 130- 239,458 Unclassified(specify) 95,087 SP2770 52,113 TOTAL Miscellaneous Locaf sources 95,087 52,113 Fed Aid,Emergency Disaster Assistance SP4960 295,755 TOTAL Federal Aid 0'. 295,755 TOTAL.Revenues,. `1,004,672 1,556,908 TOTALDetail:Revenues And"Other Sources- - 9,004;672 1,556,908 Page 57 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (SP)PARK Results of Operation *ode Description 2014 EdpCode 2015 Expenditures Parks, Pers Sery 388,813 SP71101 391,481 Parks,Equip&Cap Outlay 76,902 SP71102 250,003 Parks,Contr Expend 273,825 SP71104 273,840 Parks,Empl Bnfts 88,884 SP71108 117,032 TOTAL Parks 828;424 1,032,357 TOTAL Culture And Recreation 828,424 1,032,357 TOTALExpenditures 828424 1;032,357 TOTAL Detail Expenditures And-Other Uses 828,424 1,032,357 Page 58 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (SP)PARK Analysis of Changes in Fund Balance ode De'scnptiori. 2014°" EdpCode ;'201511", 41'. Analysis of Changes in Fund Balance Fund Balance-Beginning of Year 566,742 SP8021 742,990 Restated Fund Balance-Beg of Year 566,742 SP8022 742,990 ADD-REVENUES AND OTHER SOURCES 1,004,672 1,556,908 DEDUCT-EXPENDITURES AND OTHER USES 828,424 1,032,357 Fund Balance-End of Year 742,990 SP8029 1,267,540 Page 59 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (SR)REFUSE AND GARBAGE Balance Sheet *ode Description 2014 (EdpCode = 2015 Assets Cash 31,276 SR200 47,161 Cash In Time Deposits 1,734,397 SR201 1,522,684 Petty Cash 1,050 SR210 1,050 TOTAL Cash 1,766,723 11570,895 Accounts Receivable 160,345 SR380 89,574 TOTAL Other Receivables(net) 160,345 89,574 Due From State And Federal Government 23,520 SR410 17,390 TOTAL State And.Federal Aid Receivables 23,520 17,390 Due From Other Funds 593,159 SR391 604,160 TOTAL Due From Other Funds 593,159 604,160 Prepaid Expenses 95,960 SR480 91,695 TOTAL Prepaid Expenses 95,960 91,695 TOTAL Assets and Deferred Outflows of Resources 2,639,707 2,373,713 Page 60 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (SR)REFUSE AND GARBAGE Balance Sheet erode Description 20 4 EdpCode 2015 Accounts Payable 446,855 SR600 268,509 TOTAL`Accounts Payable ` " �, 4 446;855 268,509 Due To Other Governments 12,547 SR631 6,878 TOTAL Due.To Other:Go4ernments7 777,7777712,547 6;878 OTAL Leat es - 459,402 275,3871 Deferred Inflows of Resources Deferred Inflow of Resources 721,749 SR691 606,850 TOTAL'.Deferred Inflow`s of Resources 721,749606,850 TOTAL Deferred Inflows"of Resources 721,749 606,8501 Fund Balance Not in Spendable Form 95,960 SR806 91,695 TOTAL Nonspendalilef6nd'Balance 95,960 91,695 Assigned Appropriated Fund Balance 50,000 SR914 250,000 Assigned Unappropriated Fund Balance 1,312,596 SR915 1,149,781 TOTAL Assigned Fund Balance 1,362,596. 1,399;781 (TOTAL Fund Balance 1,458;556-. 1;491,4761 TOTAL,Liabilities,Deferred lnflows,'And Fund Balance. 2,63%707 2,373;713 Page 61 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (SR)REFUSE AND GARBAGE Results of Operation rode Description 2014 E-dpCode 2015 Revenues Real Property Taxes 2,660,108 SR1001 2,730,209 TOTAL"Real Property TaX6 2,660,108 2,730;209 Interest&Penalties On Real Prop Taxes 49 SR1090 45 TOTAL Real°Property Tax Items - 49 45 Refuse&Garbage Charges 2,091,242 SR2130 1,490,500 TOTAL'Departmental Income 2,091,242 1,490,500 Misc Revenue,Other Govts SR2389 734 TOTAL Intergovernmental Charges; 0 . - 734 Interest And Earnings 9,624 SR2401 6,333 Rental of Real Property, Individuals SR2410 18,000 TOTAL Use of Money,And,Property 9;624 24,333 Permits,Other 137,538 SR2590 161,330 TOTAL Licenses'And'Permits 137,538 ' 161,330) Sales of Scrap&Excess Materials 385,907 SR2650 226,756 Insurance Recoveries SR2680 8,896 TOTAL Sale of Property And Compensation For Loss 385,967 235,653, Refunds of Prior Year's Expenditures 905 SR2701 Unclassified(specify) 283 SR2770 484 TOTAL Miscellaneous Local Sources 1,188 484 St Aid,Other Aid(specify) 56,129 SR3089 21,112 State Aid Emergency Disaster 47 SR3960 6,979 TOTAL State Aid ` 56,176 28,091 Federal Aid-Other 281 SR4089 TOTAL Federal Aid281 0 TOTAL Revenues x5,342,113 4;671;378 TOTAL.Detail"Revenues And.OtherfSources 5,342,113 4,671,378 Page 62 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (SR)REFUSE AND GARBAGE Results of Operation e Description 2014 EtlpCotle 2015 Expenditures Payment of Mta Payroll Tax,contr Expend 3,516 SR19804 3,709 TOTAL Payment ofMta Payroll Tax, = 3;516 3;709 TOTAL General'Government Support 709 Refuse&Garbage,Pers Sery 1,238,521 SR81601 1,353,900 Refuse&Garbage, Equip&Cap Outlay 358,798 SR81602 12,294 Refuse&Garbage,Contr Expend 2,609,102 SR81604 1,897,333 TOTAL�Refuse&Garbage '' '` '� 4 ,206,421`: OTAL Home And Community Services ', 4,206,421 r = 3,263,527 State Retirement,Empl Bnfts 190,565 SR90108 189,224 Social Security,Empl Bnfts 93,666 SR90308 98,102 Worker's Compensation,Empl Bnfts 81,316 SR90408 87,785 Unemployment Insurance,Empl Bnfts 3,813 SR90508 9,073 Disability Insurance,Empl Bnfts 29,453 SR90558 32,646 Hospital&Medical(dental)Ins,Empl Bnft 74,021 SR90608 352,469 TOTAL`Employee Benefits472,834 769,299 Debt Principal,Serial Bonds 513,300 SR97106 518,300 TOTAL'Debt Principal: 513;300" 518,300 Debt Interest,Serial Bonds 152,019 SR97107 119,366 TOTAL°Debt Interest; 7 -152,019: 4'119,366 TOTAL Expenditures. 5,348i090- ,4,6747202 Transfers,Other Funds 290,050 SR99019 -35,743 TOTAL"Operating Transfers' :` .. _. „- 290,050' -35,743 TOTAL Other Uses -290,050 -35,743 TOTAL Detail ExpendituresAnd'Other Uses,. ,. 5;638;140 .,4,638,459 Page 63 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (SR)REFUSE AND GARBAGE Analysis of Changes in Fund Balance ode Description; 2014 -> EdpCode 2015 Analysis of Changes in Fund Balance Fund Balance-Beginning of Year 1,754,583 SR8021 1,458,556 Restated Fund Balance-Beg of Year 1,754,583 . SR8022 1,458,556 ADD-REVENUES AND OTHER SOURCES 5,342,113 4,671,378 DEDUCT-EXPENDITURES AND OTHER USES 5,638,140 4,638,459 Fund Balance-End of Year 1,458,556 SR8029 1,491,477 Page 64 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (SS)SEWER Balance Sheet erode Description 2014 E-dpCode 2015 Assets Cash In Time Deposits 68,182 SS201 67,384 TOTAL"Cash 68,182 67384 Sewer Rents Receivable 1,901 SS360 Accounts Receivable 4 SS380 1 TOTAL Other Recevables'(net) 9;904_` 1 Due From Other Funds 35,753 SS391 9,070 TOTAL Due From`QtFier Funds' "m ",:.:, 35,753 9,070 TOTALAssets°and Deferred Outflows.of Resources` 105,839 76,455 Page 65 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (SS)SEWER Balance Sheet erode Description 2014 EdpCode 2015 Accounts Payable 2,543 SS600 4,074 TOTAL Accounts Payable 2;543 4;074' LOTAL Liabilities 2,543 4,0741 Deferred Inflows of Resources Deferred Inflow of Resources 23,247 SS691 9,000 TOTAL Deferred Inflows of Resources 23,247 9,000 [TOTAL Deferred-Inflows of Resources 23;247 91000,; Fund Balance Assigned Appropriated Fund Balance 3,750 SS914 Assigned Unappropriated Fund Balance 76,299 SS915 63,381 TOTAL Assigned Fund Balance 50,049 63,381f OTAL Fund Balance ' 80,049 63,381 TOTAL Liabilities,Deferred Inflows And Fund Balance 105,839 76;455] Page 66 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (SS)SEWER Results of Operation ^ode D-es'cFip'tion X2'0;14 EdpCode 2015 Revenues Real Property Taxes 105,200. SS1001 108,075 TOTAL Real Property;Taxes` -105;200< .108'075 Interest&Penalties On Real Prop Taxes 2 SS1090 2 TOTAL'Real Property Taz Items Sewer Rents 46,020 SS2120 23,209 Sewer Charges 920 SS2122 925 TOTAL Departmental income -46,940 24,134 Interest And Earnings 264 SS2401 158 TOTAL Use,of Money And Property "J64.. 158; TOTAL Revenues=.:` ,152,407 132,369: TOTAL Detail Revenues.And Other.Sources 152;407' 132,369 Page 67 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (SS)SEWER Results of Operation Rode Description 2014 E-dpCode 2015 Expenditures Sanitary Sewers,Contr Expend 18,890 SS81204 28,840 TOTAL Sanitary-Sewers 18,890 28,840 Sewage Treat Disp,Contr Expend 281 SS81304 TOTAL Sewage Treat Disp 281 0 TOTAL Home And Community Services 19,171 28,840 Debt Principal,Serial Bonds 6,000 SS97106 6,000 Debt Principal,Bond Anticipation Notes 110,000 SS97306 110,000 TOTAL Debt Principal 116,000 _ 116,000 Debt Interest,Serial Bonds 3,635 SS97107 3,395 Debt Interest,Bond Anticipation Notes 1,254 SS97307 803 TOTAL Debt Interest 4,889 4,198 TOTAL Expenditures 140,060 149,038 TOTAL Detail Expenditures And Other Uses 140,060 149,038 Page 68 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (SS)SEWER Analysis of Changes in Fund Balance ode Description, 2014 EdpCode° 2015 Analysis of Changes in Fund Balance Fund Balance-Beginning of Year 67,702 SS8021 80,049 Restated Fund Balance-Beg of Year 67,702 SS8022 80,049 ADD-REVENUES AND OTHER SOURCES 152,407 132,369 DEDUCT-EXPENDITURES AND OTHER USES 140,060 149,038 Fund Balance-End of Year 80,049 SS8029 63,381 Page 69 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (SS)SEWER Budget Summary erode Description 2015 EdpCode 2016 Estimated Revenues Est Rev-Real Property Taxes 108,075 SS1049N Est Rev-Departmental Income 33,750 SS1299N 31,500 (TOTAL Estimated Revenues 141,825 31,500 Appropriated Fund Balance 3,750 SS599N ITOTAL Estimated Other Sources 3,750 . 0 [TOTAL Estimated Revenues And Other Sources 145,575 31,500 Page 70 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (SS)SEWER Budget Summary erode Description F2-0-15 ,j_jZV§M�EdpCode 20A6, Appropriations App-Home And Community Services 25,350 SS8999N 22,300 App-Debt Service 120,225 SS9899N 9,200 iTOTAL Appropriations 145,575 31;500 ETOTAL Appropriations And'Other Uses, ;145,575 - 31;500 Page 71 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (TA)AGENCY Balance Sheet >ode up 10 2014 �EdpCode X2015 Assets Cash 20,276,865 TA200 9,963,344 Cash In Time Deposits 190,964 TA201 192,844 TOTAL Cash 20,467,829 10,156,188, Due From Other Funds 558 TA391 2,805 TOTAL Due From,Other Funds 558 2,805 TOTAL Assets and Deferred Outflows of Resources 20,468,387. 1%158;993 Page 72 OSC Municipality Code 470379000000 TOWN OF Southold, Annual Update Document For the Fiscal Year Ending 2015 (TA)AGENCY Balance Sheet rode Description 2014 EiipCode 2415 Due To Other Funds 21255 TA630 6 TPTAL Due To.Oth&.Funds, r." 2;255 6 Due To Other Governments 20,000,146 TA631 9,534,465 TOTAL Due To Other"Governments 40,000,146 915,34,465 Income Executions 13,152 TA23 11,158 Guaranty&Bid Deposits 452,835 TA30 613,364 TOTAL Agency Liabilities. 465y987 624,522 I OTAL Liabilities 20,468,388 10,,158,993 TOTAL.Liabilities, Deferred,.Inflows And Fund Balance . ' .'20,468;388 10,158;993 Page 73 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 Balance Sheet ode Description . ' 2014 EdpCode 2015 Page 74 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 — Balance Sheet ode,Description 2014 EdpCode 2015` Page 75 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (V)DEBT SERVICE Results of Operation *ode Description 2014 EdpC**ode 20,1,5 Revenues Premium&Accrued Interest On Obligations V2710 1,056,214 TOTAL Miscellaneous Local Sources 0 1,056,214 TOTAL Revenues p 1,056,214 Advanced Refunding Bonds V5791 7,882,000 Current Refunding Bonds V5792 1,138,000 TOTAL Proceeds of Obligations - 0 9,020,000 TOTAL Other Sources 0 9,020,000 TOTAL Detail Revenues And Other Sources 0 10,076,214 Page 76 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (V)DEBT SERVICE Results of Operation erode D-escription 20,1'4) �EiipCode 20�1.5� Expenditures Other Govt Support,Contr Bnfts V19894 118,170 TOTAL Other Govt;Support ;':0� �i1,8,1,Z0 TOTAL°General GoyeYrimerit Support 118,170 Debt Principal,Serial Bonds V97106 9,500,000 TOTAL Debt Principal. 0, 9,500;000 I.. TOTAL Expenditures' %4, , 9;618,170' Repayments To Esc Agent Adv Ref Bonds V99914 458,044 0 458;044 TOTAL Pther Uses'„ 0'':• 458',044 TOTAL Detail Expenditures And Other-Uses '0 1D,076,214, Page 77 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 M DEBT SERVICE Analysis of Changes in Fund Balance Analysis of Changes in Fund Balance ADD-REVENUES AND OTHER SOURCES 10,076,214 DEDUCT-EXPENDITURES AND OTHER USES 10,076,214 Page 78 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (M GENERAL LONG-TERM DEBT Balance Sheet ;ode Description 20,14 �EdpCode 201:5 Assets Total Non-Current-Govt Liabilities 75,875,833 W129 82,242,927 TOTAL Provision To Be.Made In Future Budgets ` r,µ. 75,875,833 82;242,927 TOTAL Assets and Deferred Outflows`of Resources: 75,875,833 8,2;242;927 Page 79 OSC Municipality Code 470379000000 TOWN OF Southold Annual Update Document For the Fiscal Year Ending 2015 (M GENERAL LONG-TERM DEBT Balance Sheet *ode Description 2014 EdpC**ode � 2015 Other Post Employment Benefits 30,727,059 W683 39,788,820 Compensated Absences 8,538,674 W687 8,924,107 TOTAL Other Liabilities 39 265;733 48,712,9271 Bonds Payable 36,610,000 W628 33,530,000 TOTAL Bond And Long Term Liabilities36;61.0,000 31,530,000 TiOTAL Liabilities 75,875,733 82,242,927 TOTAL Liabilities 75,875,733 82,242,9271 Page 80 OSC Municipality Code 470379000000 Office of the State Comptroller TOWN OF Southold 4/25/2016 Statement of Indebtedness For the Fiscal Year Ending 2015 County of:Suffolk Municipal Code:470379000000 First Debt Cops Comp Date of Date of Int. Amt.Orig. O/S Beg. Paid Redeemed Prior Yr. Accreted O/S End Year Code Description Flag Flag Issue Maturity Rafe Var? Issued of Year Dur.Year Bond Proc. Adjust. Interest of Year 2003 BAN N New London Terminal Y 09/12/2003 09/12/2006 0.013% Y $2,475,000 $350,000 $100,000 $0 $0 $250,000 2010 BAN N Decom Wastewater Y 09/02/2010 09/02/2011 0.007% $700,000 $110,000 $110,000 $0 $0 $0 Plant 2011 BAN N Highway 09/01/2011 08/31/2016 0.018% $250,000 $89,000 $50,000 $0 $0 $39,000 Payloader/Skidsteer 2012 BAN N Highway/Police Y 08/30/2012 08/30/2017 0.007% $120,000 Facility Improv $26,000 $26,000 $0 $0 $0 2013 BAN N FIFD North Ramp Y 09/12/2013 09/12/2018 0.013% $500,000 $499,000 $50,000 $0 $0 $449,000 Project 2014 BAN N Highway Dump Truck Y 08/28/2014 08/28/2019 0.018% $185,000 $185,000 $38,000 $1,263 $0 $147,000 2015 BAN N Highway Facility Y 08/27/2015 08/27/2020 0.018% $413,000 $0 $0 $413,000 Improvement 2014 BAN N Bay Avenue Bridge Y 08/28/2014 08/28/2019 0.002% $800,000 $800,000 $40,000 $0 $0 $760,000 2015 BAN N Pike Street Parking Lot Y 08/27/2015 08/27/2020 0.018% $250,000 $0 $0 $250,000 2011 BAN N Fuel Management 04/14/2011 04/12/2016 0.013% $180,000 $66,000 $36,000 $0 $0 $30,000 System 2014 BAN N Highway Facility Y 08/28/2014 08/28/2019 0.002% $825,000 $825,000 $150,000 $0 $0 $675,000 Improvement 2015 BAN N Windrow Turner Y 08/27/2015 08/27/2020 0.018% $510,000 $0 $0 $510,000 2007 BAN N Orient by the Sea 09/07/2007 09/07/2017 0.018% $30,000 $9,000 $3,000 $0 $0 $6,000 Road Improve Total for Type/Exempt Status-Sums Issued Amts only made in AFR Year $1,173,000 $2,959,000 $603,000 $1,263 $0 $0 $3,529,000 2007 BOND N 2007 Public Y 04/15/2007 04/15/2030 0.04% Y $14,650,000 $10,225,000 $8,925,000 $0 $0 $1,300,000 Improvement Bonds_ 2009 BOND N Various Purposes Y 03/15/2009 03/15/2030 3.00% Y $5,283,000 $4,345,000 $195,000 $0 $0 $4,150,000 2005 BOND N FIFD New London Y 03/01/2005 09/01/2021 0.038% Y $3,000,000 $1,375,000 $1,375,000 $0 $0 $0 Terminal 2009 BOND N Refunding Bonds 05/01/2009 05/01/2019 2.00% Y $2,125,000 $1,020,000 $225,000 $0 $0 $795,000 2005 BOND N Refunding Serial 02/08/2005 02/15/2015 2.50% Y $2,380,000 $110,000 $110,000 $0 $0 $0 Bonds 2011 BOND N 2011 Public Y 06/26/2011 08/15/2030 2.00% Y $13,175,000 $11,475,000 $600,000 $0 $0 $10,875,000 Improvement Bonds 2015 BOND N Refunding Serial 07/29/2015 03/01/2030 2.00% Y $9,020,000 $0 $0 $9,020,000 Bonds 2004 BOND N Cufchogue Landfill N 07/22/2004 02/15/2018 1.201% Y $3,789,098 $1,235,000 $295,000 $0 $0 $940,000 Closure-EFC 2008 BOND N Various Purposes-- Y 05/15/2008 05/15/2030 0.04% Y $8,850,000 $6,825,000 $375,000 $0 $0 . $6,450,000 2008 Total for Type/Exempt Status-Sums Issued Amts only made in AFR Year $9,020,000 $36,610,000 $12,100,000 $0 $0 $0 $33,530,000 AFR Year Total for All Debt Types-Sums Issued Amts only made in AFR Year $10,193,000 $39,569,000 $12,703,000 $1,263 $0 1 $0 $37,059,000 I Page 81 TOWN OF Southold Maturity Schedule For the Fiscal Year Ending 2015 For Bonds Issued During The Fiscal Year Ended 2015 EDPCODE Indebtedness No. 2015000004 - Purpose of Issue Refunding Serial Bonds For State Comptroller Use Only 2P3CE Total Principal 2P3PR 9,020,000 Date of Issue 2P3DT 7/29/2015 Interest Rate 2P3PC 2.00000 Final Maturity Date 2P3DM 3/1/2030 Amount of Principal Redeemed in or to be Redeemed in Fiscal Year ending in (The Last Two Digits of the EDP Code Correspond to the Fiscal Year Ended) 2P316 I. 195,000 2P317 195,000 2P318 845,000 �2 P319 835,000, 2P320 820,000, �2P321 820,000 �2P322 635,000, 2P323 690,000, E2P324 690,000, 2P325 I695,000 ,2P326 525,000 -2P327 525,000, 2 P328 525,000 2P329 515,000 2P330 510,000, Page 82 OSC Municipality 470379000000 TOWN OF Southold Schedule of Time Deposits and Investments For the Fiscal Year Ending 2015 EDP Code Amount CASH: _ On Hand 9Z2001 $4,458.75 Demand Deposits 9Z2011 $24,851,176.53 Time Deposits 9Z2021 $26,060,989.96 Total $50,916,625.24 COLLATERAL: - FDIC Insurance 9Z2014 $14,004,604.00 Collateralized with securities held in possession of municipality or its agent 9Z2014A $45,654,796.00 Total $59,659,400.00 INVESTMENTS: - Securities (450) Book Value(cost) 9Z4501 Market Value at Balance Sheet Date 9Z4502 Collateralized with securities held in 9Z4504A possession of municipality or its agent - Repurchase Agreements(451) Book Value(cost) 9Z4511 Market Value at Balance Sheet Date 9Z4512 Collateralized with securities held in 9Z4514A possession of municipality or its agent Page 83 OSC Municipality Code 470379000000 TOWN OF Southold Bank Reconciliation For the Fiscal Year Ending 2015 Include All Checking, Savings and C.D.Accounts Bank Add: Less: Adjusted Account Bank Deposit Outstanding Bank Number Balance In Transit Checks Balance """""-0320 $131,144 $0 $0 $131,144 """""-9666 $484,930 $0 $0 $484,930 """""-1052 $7,529 $0 $7,527 $1 """""-0040 $311,194 $0 $61,194 $250,000 """""-5725 $783,405 $0 $0 $783,405 """""-89-1 $48,627 $0 $0 $48,627 """""-5647 $969 $0 $0 $969 """""-5466 $124,125 $1,635 $0 $125,760 """""-7685 $0 $0 $0 $0 """""-3955 $0 $0 $0 $0 """""-5704 $31,399 $0 $0 $31,399 """""-3815 $14,613 $70 $0 $14,683 """""-3781 $32,199 $190 $0 $32,389 """""-5688 $28 $0 $0 $28 """""-9669 $0 $0 $0 $0 """""-9476 $5,003,672 $0 $0 $5,003,672 """""-9685 $857,776 $0 $0 $857,776 """""-89-2 $5,188 $0 $0 $5,188 """""-3119 $6,956,615 $0 $0 $6,956,615 """""-0303 $2,191,261 $0 $0 $2,191,261 """""-9485 $5,000,931 $0 $0 $5,000,931 """""-9707 $594,407 $0 $0 $594,407 """""-9774 $908 $0 $0 $908 """""-9812 $29,096 $0 $0 $29,096 """""-9820 $507,446 $0 $0 $507,446 """""-9863 $201,425 $0 $0 $201,425 """""-9693 $16,018 $0 $0 $16,018 """""-9871 $2,088 $0 $0 $2,088 """""-9804 $176,377 $0 $0 $176,377 """""-9715 $25,775 $0 $0 $25,775 Page 84 OSC Municipality Code 470379000000 TOWN OF Southold Bank Reconciliation For the Fiscal Year Ending 2015 Include All Checking, Savings and C.D.Accounts Bank Add: Less: Adj usted Account Bank Deposit Outstanding Bank Number Balance In Transit Checks Balance *****-8067 $660,996 $0 $0 $660,996 *****-7759 $75,827 $13,229 $0 $89,056 *****-5021 $802 $0 $681 $121 *****-0217 $126 $0 $126 $0 *****-OMD1 $3,813 $0 $0 $3,813 ****`-OMD2 $31,937 $0 $0 $31,937 *****-NPD1 $2,115 $0 $0 $2,115 *****-NPD2 $128,174 $0 $0 $128,174 *****-MPD1 $5,930 $0 $1,791 $4,139 *****-SPD1 $126,701 $500 $7,492 $119,709 *****-SPD2 $15,923 $0 $0 $15,923 ****`-MPD1 $17,128 $0 $1,713 $15,414 *****-MPD2 $985,665 $0 $0 $985,665 *****-9967 $21,614 $702 $0 $22,316 *****-I W M 1 $4,871 $0 $0 $4,871 *****-IWM2 $557,385 $0 $0 $557,385 *****-IWM3 $19,291 $2,283 $1,600 $19,974 *****-9723 $965,299 $0 $0 $965,299 *****-9731 $17,468 $0 $0 $17,468 *****-9758 $49,916 $0 $0 $49,916 *****-0099 $124,371 $0 $2,511 $121,860 *****-9766 $184,325 $0 $0 $184,325 *****-0404 $8,519 $0 $0 $8,519 *****-5354 $1,813 $0 $922 $892 *****-3799 $158,446 $0 $791 $157,655 *****-5281 $205 $0 $0 _ $205 *****-3807 $147,936 $0 $688 $147,248 *****-5628 $0 $0 $0 $0 *****-4230 $607,106 $0 $0 $607,106 *****-5636 $603,691 $0 $0 $603,691 Page 85 OSC Municipality Code 470379000000 TOWN OF Southold _ Bank Reconciliation For the Fiscal Year Ending 2015 Include All Checking,-Savings and C.D.Accounts Bank Add: Less: Adjusted Account Bank Deposit Outstanding Bank Number Balance In Transit Checks Balance *****-9680 $83,538 $0 $7,429 $76,109 *****-4430 $11,836,920 $0 $0 $11,836,920 *****-0081 $1,020 $0 $0 $1,020 *****-0024 $10,000,008 $0 $0 $10,000,008 TotalAdjusted Bank Balance $50,912,166 Petty Cash $4,458.75 Adjustments $.00 Total Cash 9ZCASH * $50,916,625 Total Cash Balance All Funds 9ZCASHB * $50,916,625 *Must be equal Page 86 OSC Municipality Code 470379000000 TOWN OF Southold Local Government Questionnaire For the Fiscal Year Ending 2015 Response 1) Does your municipality have a written procurement policy? Yes 2) Have the financial statements for your municipality been independently audited? Yes If not, are you planning on having an audit conducted? Yes 3) Does your local government participate in an insurance pool with other local Yes governments? 4) Does your local government participate in an investment pool with other local Yes governments? 5) Does your municipality have a Length of Service Award Program (LOSAP) No for volunteer firefighters? 6) Does your municipality have a Capital Plan? Yes 7) Has your municipality prepared and documented a risk assessment plan? No If yes, has your municipality used the results to design the system of internal controls? 8) Have you had a change in chief executive or chief fiscal officer during the last No year? 9) Has your Local Government adopted an investment policy as required by Yes General Municipal Law, Section 39? Page 87 TOWN OF Southold Employee and Retiree Benefits For the Fiscal Year Ending 2015 Total Full Time Employees: 273 Total Part Time Employees: 30 Account Description Total #of Full #of Part #of Retirees Code Expenditures Time Time (All Funds) Employees Employees 9010 State Retirement System $2,228,141.00 185 74 8 9015 Police and Fire Retirement $1,768,736.80 52 2 1 90258 Local Pension Fund $0.0 90308 Social Security $1,509,774.51 273. 30 9 90408 Worker's Compensation $565,528.03 273 304 9 Insurance 90458 Life Insurance $0.0 90508 Unemployment Insurance $38,320.32 7 3 90558 Disability Insurance $5,554.53 16 16 7 90608 Hospital and Medical $5,510,994.3 219 14 12 (Dental)Insurance 90708 Union Welfare Benefits $430,781.78 188 1 90858 Supplemental Benefit Payment to $0.0 Disabled Fire Fighters 9189 Other Employee Benefits $83,944.43 23 17 8 Total $12,141,775.76 Computed Total From Financial $12,141,775.76 Section(comparative purposes only) Page 88 OSC Municipality 470379000000 TOWN OF Southold Energy Costs and Consumption For the Fiscal Year Ending 2015 Energy Type Total Total Volume Units Of Alternative Expenditures Measure Units Of Measure Gasoline $206,196 111,726 gallons Diesel Fuel $347,4761 156,768 gallons- - FuelOil $35,963 15,959 gallons Natural Gas $29,5631. 27,578 cubic feet Therms Electricity $327,515 1,765,841 kilowatt-hours Coal tons Propane gallons Page 89 OSC Municipality 470379000000 TOWN OF Southold Schedule of Other Post Employment Benefits (OPEB) For the Fiscal Year Ending 2015 Annual OPEB Cost and Net OPEB Obligation 1.Type of Other Post Employment Benefits Plan Agent Multiple-Employer Defined Benefits 2.Annual Required Contribution(ARC) $6,501,553.00 3.Interest on Net OPEB Obligation $1,075,447.00 4.Adjustment to Annual Required Contribution ($1,670,671.00) 5.Annual OPEB Expense $5,906,329.00 6.Less:Actual Contribution Made $1,237,840.00 7. Increase in Net OPEB Obligation $4,668,489.00 8.Net OPEB Obligation-beginning of year $30,727,059.00 9.Net OPEB Obligation-end of year $35,395,548.00 10.Total Other Post Employment Benefits as reported in Accounts 683 in $39,788,820.00 Financial Section,Current Fiscal Year 11.Percentage of Annual OPEB Cost Contributed(Actual Contribution 20.96% Made/Annual OPEB Cost) Funded Status and Funding Process 12.Actuarial Accrued Liability(AAL) $68,001,588.00 13.Less:Actuarial Value of Plan Assets $0.00 14.Unfunded Actuarial Accrued Liability(UAAL) $68,001,588.00 15.Funded Ratio(Actuarial Value of Plan Assets/AAL) 0.0000 16.Annual Covered Payroll(of active employees covered by the plan) $14,982,384.00 17.UAAL as Percentage of Annual Covered Payroll 453.88% Other OPEB Information 18. Date of most recent actuarial valuation 01/01/2014 19.Actuarial method used Entry Age 20.Assumed rate of return on investments discount rate 3.50% 21.Amortization period of UAAL(in years) 30.00 Page 90 OSC Municipality 470379000000 CERTIFICATION OF CHIEF FISCAL OFFICER I, Scott Russell hereby certify that I am the Chief Fiscal Officer of the Town of Southold and that the information provided in the annual financial report of the Town of Southold for the fiscal year ended 12/31/2015 is TRUE and correct to the best of my knowledge and belief. By entering the personal indentification number assigned by the Office of the State Comptroller to me as the Chief Fiscal Officer of the Town of Southold and adopted by me as my signature for use in conjunction with the filing of the Town of Southold 's annual financial report, I am evidencing my express intent to authenticate my certification of the Town of Southold's annual financial report for the fiscal year ended 12/31/2015 and filed by means of electronic data transmission. John Cushman Scott Russell Name of Report Preparer if different Name than Chief Fiscal Officer (631) 765-4333 Supervisor Telephone Number Title PO Box 1179, Southold, NY 11971 Official Address 04/25/2016 (631)765-1889 Date of Certification Official Telephone Number Page 91 Municipality Code 470379000000 TOWN OF Southold Financial Comments For the Fiscal Year Ending 2015 Page 92 TOWN OF SOUTHOLD Notes To Financial Statements - - December 31, 2015 A. Summary of Significant Accounting Policies The financial statements. of the Town of Southold have been prepared in conformity with generally accepted .accounting principles (GAAP) as applied -to government units. The Governmental Accounting Standards Board (GASB) is the accepted standard setting body for establishing governmental accounting and financial reporting principles. The more significant of the government's accounting policies are described below. 1. Financial Reporting Entity The Town of Southold, which was established in 1640, is governed by its Charter, the Local Municipal Law and other general laws of the State of New York and various local laws. The Town Board is the legislative body responsible for overall operations, the Supervisor serves as Chief Executive Officer and as Chief Fiscal Officer. Basic services provided include public safety, health, transportation, economic assistance and opportunity, culture and recreation, and home and community services. All governmental activities and functions performed for the Town are its direct responsibility. No other governmental organizations have been included or excluded from the reporting entity. The financial reporting entity consists of (a) the primary government which is the Town of Southold, (b) organizations for which the primary government is financially accountable and (c) other organizations for which the nature and significance of their relationship with the primary, government are such that exclusion would cause the reporting entity's financial statements to be misleading or incomplete as set forth in GASB Statement 14. The decision to include a potential component unit in the Town's reporting entity is based on several criteria set forth in GASB 14 including legal standing, fiscal dependency, and financial accountability. Based on the application of these criteria, the following is a brief review of certain entities considered in determining the Town of Southold's reporting entity. Certain special districts of the Town of Southold provide sanitation, ferry, and park services to residents and businesses within the districts. These special districts are organized under New York State Town law and have separately elected boards. Long- term debt backed by the full faith and credit of the Town and other financial matters result in a fiscal interdependency with the Town. Accordingly, these special districts have been determined to be component units of the Town of Southold and are presented discretely in a separate column in the combined financial statements to emphasize that they are legally separate from the primary government. These districts include the following: TOWN OF SOUTHOLD Notes To Financial Statements - December 31 , 2015 A. Summary of Significant Accounting Policies (continued) 1. Financial Reporting Entity (continued) _ The Fishers Island Ferry District, established in 1947 Orient Mosquito District, established in 1916 Fishers Island Waste Management District, established in 1952 Cutchogue-New Suffolk Park District, established in 1953 Orient-East Marion Park District, established in 1969 Southold Park District, established in 1907 Mattituck Park District, established.in 1941 Complete financial statements of these component units can be obtained from their respective administrative offices: Orient Mosquito District Fishers Island Waste Main Road Management District Orient, NY 11957 Fishers Island, NY 06390 Cutchogue-New Suffolk Orient-East Marion Park District Park District P.O. Box 311 Route 25 Cutchogue, NY 11935 Orient, NY 11957 Southold Park District Mattituck Park District P.O. Box 959 P.O. Box 1413 Southold, NY 11971 Mattituck, NY 11952 Fishers Island Ferry District Main Street Southold, NY 11971 2. Fund Accounting The Town of Southold uses funds and account groups to report on its financial position and the results of its operations. Fund accounting is designed to demonstrate legal compliance and to aid financial management by segregating transactions related to certain government functions or activities. A fund is a separate accounting entity with a self-balancing set of accounts. An account group, however, is a financial reporting device designed to provide accountability for certain assets and liabilities that are not recorded in the funds because they do not directly affect net expendable available financial resources. The Town records its transactions in the fund types and account groups-described below: TOWN OF SOUTHOLD Notes To Financial Statements December 31, 2015 - A. Summary of Significant Accounting Policies (continued) 2. Fund Accounting (continued) Fund Categories Governmental Funds = Governmental funds are those through which most governmental functions are financed. The acquisition, use and balance of expendable financial resources and the related liabilities are accounted for through governmental funds. The measurement focus of the governmental funds is upon determination of financial position and changes in financial position. The following are the Town's governmental fund types. General Fund - the principal operating fund which includes all operations not required to be recorded in other funds. Special Revenue Funds - used to account for the proceeds of specific revenue sources that are legally restricted to expenditures for specific purposes. The following Special Revenue Funds are utilized: Highway Funds - To maintain and operate highways. General Fund Part Town - To provide general services outside the Village of Greenport. Special Grant Fund - Segregate and account for projects funded by Community Development revenue. Special District Funds - To provide special services to areas that encompass less than the whole town. Capital Projects Fund - used to account for financial resources to be used for the acquisition or construction of major capital facilities (other than those financed by special assessment funds and trust funds). Fiduciary Funds - used to account for assets held by the local government in a trustee or custodial capacity: Trust and Agency Funds - used to account for money received and held in the capacity of trustee, custodian or agent. These include expendable trusts, non- expendable trusts, and agency funds. Account Groups Account Groups are used to establish accounting control and accountability for general fixed assets and general long-term debt. The two account groups are not "funds". They are concerned with measurement of financial position and not results of operations. TOWN OF SOUTHOLD Notes To Financial Statements December 31, 2015 A. Summary of Significant Accounting Policies (continued) Account Groups (continued) The General Fixed Assets Account Group - used to account for land, buildings, improvements other than buildings, and equipment utilized for general government purposes, except those.accounted for in proprietary funds. The General Lona-Term Debt Account Group - used to account for all long-term debt except that accounted for in proprietary and special assessment funds. 3. Basis of Accounting/Measurement Focus Basis of accounting refers to when revenues and expenditures and the related assets and liabilities are recognized in the accounts and reported in the financial statements. Basis of accounting relates to the timing of the measurements made, regardless of the measurement focus. Measurement focus is the determination of what is measured, i.e. expenditures or expenses. Modified Accrual Basis - All governmental Funds and Expendable Trust Funds are accounted for using the modified accrual basis of accounting. Under this basis of accounting, revenues are recorded when measurable and available. Available means collectible within the current period or soon enough thereafter to be used to pay liabilities of the current period. Material revenues that are accrued include real property taxes, state and federal aid, sales tax and certain user charges. If expenditures are the prime factor for determining eligibility, revenues from federal and state grants are accrued when the expenditure is made. Expenditures are recorded when incurred except that: Expenditures for prepaid expenses and inventory-type items are recognized at the time of purchase. Principal and interest on indebtedness are not recognized as an expenditure until due. Compensated absences, such as vacations and sick leave, which vests or accumulates, are charged as an expenditure when paid Account Groups - General fixed assets are recorded at actual or estimated cost or, in the case of gifts and contributions, at the fair market value at the time received. No provision for depreciation is made. General long-term debt liabilities are recorded at the par value of the principal amount. No liability is recorded for interest payable at maturity. TOWN OF SOUTHOLD Notes To Financial Statements - December 31, 2015 A. Summary of Significant Accounting Policies (continued) 4. Fund Balances In fiscal 2011, the Town implemented Governmental Accounting Standards Board Statement No. 54, Fund Balance Reporting and Governmental Fund Type Definitions (GASB 54). GASB 54 changed the classification of fund balance to focus on the constraints imposed on resources in governmental funds, instead of the previous focus on availability for appropriation. Fund balance is now broken down into five different classifications: nonspendable, restricted, committed, assigned, and unassigned. Nonspendable consists of assets that are inherently nonspendable in the current period either because of their form or because they must be maintained intact, including prepaid items, inventories, long-term portions of loans receivable, financial assets held for resale, and principal of endowments. Restricted consists of amounts that are subject to externally enforceable legal purpose restrictions imposed by creditors, grantors, contributors, or laws and regulations of other governments; or through constitutional provisions or enabling legislation. Committed consists of amounts that are subject to a purpose constraint imposed by a formal action of the government's highest level of decision-making authority before the end of the fiscal year, and that require the same level of formal action to remove the constraint. The Town Board is the decision-making authority that can, by Local Law, commit fund balance. Assigned consists of amounts that are subject to a purpose constraint that represents an intended use established by the government's highest level, of decision-making authority, or by their designated body or official. The purpose of the assignment must be narrower than the purpose of the general fund, and in funds other than the general fund, assigned fund balance represents the residual amount of fund balance. The Town Board has sole authority to assign fund balance. Unassigned represents the residual classification for the government's general fund, and could report a surplus or deficit. In funds other than the general fund, the unassigned classification should be used only to report a deficit balance resulting from overspending for specific purposes for which amounts had been restricted, committed, or assigned. When resources are available from multiple classifications, the Town spends funds in the following order: restricted, committed, assigned, unassigned. TOWN OF SOUTHOLD Notes To Financial Statements December 31, 2015 A. Summary of Significant Accounting Policies (continued) 4. Fund Balances (continued) The Town has, by resolution, adopted a fund balance policy that states the Town must maintain a minimum unrestricted (the total of committed, assigned, and unassigned) fund balance of at least 10% percent of the general fund operating budget. Unrestricted fund balance below the minimum should be replenished within the succeeding fiscal year. 5. Encumbrances Encumbrance accounting, under which purchase orders, contracts and other commitments for the expenditure of monies are recorded for budgetary control purposes to reserve that portion of the applicable appropriations is employed in all funds. Encumbrances are reported as reservations of fund balances since they do not constitute expenditures or liabilities. Expenditures for such commitments are recorded in the period in which the liability is incurred. Encumbrances totaling $1,790,270 were included in the reporting of fund balance as follows: General Fund Whole Town $106,249 Highway Fund Part Town 5,832 Capital Fund 2,978,763 Solid Waste District 2,235 Fishers Island Ferry District 16,940 6. Assets, Liabilities and Fund Equity Receivables Receivables include amounts due from Federal, State, and other governments and individuals for services provided by the Town. Receivables revenues are recorded as earned or as specific program expenditures are incurred. Inventory - Materials and Supplies Inventory in the General Fund is valued at cost, using weighted average cost method. Inventory in these funds is accounted for under the consumption method. Property, Plant and Equipment - General Fixed assets purchased for general governmental purposes are recorded as expenditures in the governmental funds and are capitalized at cost (or estimated historical cost for assets purchased prior to 1976) in the General Fixed Assets Account Group. Contributed fixed assets are recorded at fair market value at the date received. 6. Assets, Liabilities and Fund Equity (continued) TOWN OF SOUTHOLD Notes To Financial Statements - December 31 , 2015 Property, Plant and Equipment - General (continued) Fixed assets consisting of certain infrastructure type improvements other than buildings, including roads, bridges, curbs and gutters, streets and sidewalks,.drainage and lighting systems, have not been capitalized. Such assets normally are immovable and of value only to the Town. Therefore, the purposes of stewardship for capital expenditures can be satisfied without recording these assets. No depreciation has been provided on general fixed assets, nor has interest on general fixed assets construction in progress been capitalized. Deferred Revenue Deferred revenues are those where asset recognition criteria have been met, but which revenue recognition criteria have not been met. Such amounts have been deemed to be "measurable" but not "available" pursuant to GAAP. Long-Term Obligations Long-term debt is recognized as a liability of a governmental fund when due. For other long-term obligations, only that portion expected to be financed from expendable available financial resources is reported as a fund liability of a governmental fund. The remaining portion of such obligations is reported in the General Long-Term Debt Account Group. Fund Equity— Reservations and Designations Portions of fund equity are segregated for future use and therefore not available for future appropriation or expenditure. Amounts reserved for encumbrances, inventory, and insurance claims, represent portions of fund equity which are required to be segregated in accordance with State law or GAAP. Designations of fund balances in governmental funds indicate the utilization of these resources in the subsequent year's budget or tentative plans for future use. 7. Revenue and Expenditures Property Taxes Real property taxes for the ensuing year are levied annually and become a lien on December 1. Taxes are collected during the period December 1 to May 31 , with the first half due January 10 and the second half due May 31 . Tax payments made during the period December 1 to December 31 are recognized as revenue in the subsequent year. TOWN OF SOUTHOLD Notes To Financial Statements - - December 31, 2415 7. Revenue and Expenditures (continued) Property Taxes (continued) Taxes for county purposes (apportioned to the area-of-the-county-inside-the Town of - - - Southold) are levied together with taxes for town and special district purposes as a single bill. The towns and special districts receive the full amount of their levies annually out of the first amounts collected on the combined bills. The county assumes enforcement responsibility for all taxes levied in the towns (and for unpaid county taxes in the Town). Unpaid village taxes and school district taxes are turned over to the county for enforcement. Any such taxes remaining unpaid at year-end are relieved as county taxes in the subsequent year. Interfund Revenues Interfund revenues are quasi-external transactions in the operating funds that represent amounts charged for services or facilities provided by that operating fund. The amounts paid by the fund receiving the benefits of the service or facilities are reflected as an expenditure of that fund. Operating Transfers Operating transfers represent payments to the Risk Retention Fund and Capital Projects Fund from other funds for their appropriate share of the risk retention and capital projects. Insurance The Town assumes the liability for most risk including, but not limited to, property damage and personal injury liability. Judgments and claims are recorded when it is probable that an asset has been impaired or a liability has been incurred and the amount of loss can be reasonably estimated. Compensated Absences Vested or accumulated vacation or sick leave of governmental funds that is expected to be liquidated with expendable available financial resources is reported as an expenditure and a fund liability of the respective fund that will pay it. Amounts of vested or accumulated vacation or sick leave of governmental funds that are not expected to be liquidated with expendable available financial resources are reported in the General Long-Term Debt Account Group. No expenditure is reported for these amounts. In accordance with the provisions of Statement No. 16 of the Governmental Accounting Standards Board, Accounting for Compensated Absences, no liability is recorded for non-vesting accumulating rights to receive sick pay benefits. TOWN OF SOUTHOLD Notes To Financial Statements --- December 31, 2015 7. Revenue and Expenditures (continued) Total Columns on the General Purpose Financial Statements Total columns on the general-purpose financial statements are captioned "Memorandum Only" to indicate that they are presented only to facilitate financial analysis. Data in these columns do not present financial position, results of operations or changes in financial position in conformity with generally accepted accounting principles, nor is such data comparable to a consolidation. Interfund eliminations have not been made in the aggregation of the data. Newly Adopted Accounting Standards The Town has adopted all current Statements of the Governmental Accounting Standards Board (GASB) that are applicable. At December 31, 2015, the Town implemented the following new standard(s) issued by GASB: GASB has issued Statement 68, Accounting and Financial Reporting for Pensions — an amendment of GASB Statement 27, effective for the year ending December 31, 2015. GASB has issued Statement 69, Government Combinations and Disposals of Government Operations, effective for the year ending December 31, 2015. GASB has issued Statement 70, Accounting and Financial Reporting for Nonexchange Financial Guarantees, effective for the year ending December 31, 2015. GASB has issued Statement 71, Pension Transition for Contributions Made Subsequent to the Measurement Date — an amendment of GASB Statement 68, effective for the year ending December 31, 2015. B. Stewardship, Compliance, Accountability Budgetary Data 1. Budget Basis of Accounting Budgets are adopted annually on a basis consistent with generally accepted accounting principles. Appropriations authorized for the current year are increased by the amount of encumbrances carried forward from the prior year. Budgetary controls for special revenue funds are established in accordance with the applicable grant agreement, which may cover a period other than the Town's fiscal year. Appropriate budgetary adjustments have been made to reflect these grant agreements during the Town's fiscal year. TOWN OF SOUTHOLD Notes To Financial Statements - December 31 , 2015 B. Stewardship, Compliance, Accountability (continued) 2. Budget Policies - The budget policies are as follows: a. No later than October 1, the Supervisor submits a tentative budget to the Town Board for the fiscal year commencing the following fiscal year. The tentative budget includes the proposed means of financing for all funds. b. After public hearings are conducted to obtain taxpayer comments, no later than November 20, the Town Board adopts the budget. c. The Town Board must approve all modifications of the budget. However, the Supervisor is authorized to transfer certain budgeted amounts within departments. 3. Material Violations of Finance Related Activities There are no material violations of finance-related provisions. 4. Fund Balances 1. Certain funds of the Town apply to areas less than the entire Town. The fund equity at December 31, 2015 is allocated as follows: General Fund (Town wide) $ 8,111,955 Special Revenue Funds General Fund Part Town 1,148,392 Highway Fund -- Part Town 646,092 Miscellaneous Special Revenue Funds Community Preservation Fund 14,797,002 Special District Funds Orient by the Sea Road Improvement District 908 East-West Fire Protection 12,639 Southold Wastewater Disposal 17,538 Fishers Island Sewer 45,843 Solid Waste Management 905,465 Discretely Presented Component Units Fishers Island Waste Management 586,011 Fishers Island Ferry 470,054 Cutchogue-New Suffolk Park 130,289 Southold Park 135,632 Orient-East Marion Park 4,139 Mattituck Park 997,481 Orient Mosquito 35,059 Total $28.044.499 Deficit Fund Balances There were no deficit fund balances at December 31, 2015. TOWN OF SOUTHOLD Notes To Financial Statements December 31, 2015 - C. Detail Notes on all Funds and Account Groups 1. Assets Cash and Investments Cash consists of funds deposited in demand accounts, time deposit accounts and certificates of deposit with maturities of less than three months. State statutes govern Town investment policies. In addition, the Town has its own written investment policy. Town monies are deposited in FDIC insured commercial banks or trust companies located within the state. The Supervisor is authorized to use demand accounts and certificates of deposits. Permissible investments include obligations of the U.S. Treasury and U.S. Agencies, repurchase agreements, obligations of New York State or its localities, and investments made by the Cooperative Liquid Asset Security System (CLASS). CLASS is a cooperative investment plan consisting of U.S. Treasury obligations and repurchase agreements relating to treasury obligations. The written investment policy requires that repurchase agreements be purchased from banks located within the state and that underlying securities must be obligations of the federal government. Underlying securities must have a market value of at least 102 percent of the cost of the repurchase agreement. Collateral is required for demand deposits and certificates of deposit at 102 percent of all deposits not covered by federal deposit insurance. Obligations that may be pledged as collateral are obligations of the United States and its agencies and obligations of the state and its municipalities and school districts. Deposits - All deposits, including certificates of deposits, are carried at cost plus accrued interest. Deposits at year-end were entirely covered by federal depository insurance or by collateral held by the Town's custodial banks in the Town's name. At December 31, 2014 the cash in banks was $53,473,418 and collateral held against cash in banks was $55,561,796 consisting of FDIC insurance and/or securities held in the name of the Town of Southold. Restricted Cash Restricted Cash consists of assessments collected by the Receiver of Taxes not yet remitted to the appropriate governmental entity. TOWN OF SOUTHOLD Notes To Financial Statements December 31, 2015 C. Detail Notes on all Funds and Account Groups (continued) 2. Fixed Assets A summary of changes within the General Fixed Assets Account Group for the Town of Southold for the year ended December 31, 2015 is as follows: Balance Balance 01/01/2015 Additions Deletions 12/31/2015 Primary Government: Land $124,513,767 $1,753,933 $126,267,700 Buildings & Improvements 13,270,212 59,395 13,329,607 Other Improvements 15,765,606 84,185 15,849,791 Construction in Progress 1,107,992 1,064,819 $ 791,076 1 ,381,735 Infrastructure 77,638,597 1,886,887 79,525,484 Machinery& Equipment 12,103,204 1,141,356 357,779 12,886,781 Total $244,399,378 $5.990,575 $1 .148.855 $249,241,098 Balance Balance 01/01/2015 Additions Deletions 12/31/2015 Component Units: Land $2,193,349 $ 90,192 $2,103,157 Buildings & Improvements 14,145,369 14,145,369 Other Improvements 2,545,238 2,545,238 Infrastructure 4,047,192 $ 319,137 4,366,329 Machinery& Equipment 4,003,929 7,495 4,011,424 Total $26,935,077 $ 326.632 $ 90.192 $27.171.517 3. Interfund Receivables and Payables Interfund receivables and payables for the primary government at December 31, 2015 were as follows: Interfund Interfund Fund Receivables Payables General Fund Whole Town $ 433,399 $ 2,737,027 General Fund Part Town 163,637 Highway Fund Part Town 1,173,898 23,622 East-West Fire Protection District 167,590 Solid Waste Management District 478,904 Wastewater Disposal District 70 Fishers Island Sewer District 9,000 Capital Projects 332,518 1,166 Trust &Agency 2,805 6 Total Interfund $ 2.761,821 $ 2,761.821 TOWN OF SOUTHOLD Notes To Financial Statements - - - December 31, 2015 C. Detail Notes on all Funds and Account Groups (continued) 4. Due To/From Primary Government and Component Units Amount Amount Receivable Payable Component Units: Fishers Island Waste Management District $ 125,256 Fishers Island Ferry District 177,219 Orient Mosquito District 19,686 Cutchogue-New Suffolk Park District 31,161 Southold Park District 72,948 Orient-East Marion Park District 9,796 Mattituck Park District 93,575 Primary Government General Fund $ 529,641 Totals $ 529.641 $ 529.641 5. Indebtedness Short-Term Debt Liabilities for bond anticipation notes (BAN's) are generally accounted for in the capital projects funds. The notes or renewal thereof may not extend more than two years beyond the original date of issue unless a portion is redeemed within two years and within each 12 month period thereafter. State law requires that BAN's issued for capital purposes be converted to long-term obligations within five years after the original issue date. However, BAN's issued for assessable improvement projects may be renewed for periods equivalent to the maximum life of the permanent financing, provided that stipulated annual reductions of principal are made. To Be Redeemed 2016 Interest Budget Description Amount Rate Appropriations Bonds Various Purposes $ 729,000 1.27% $_ 180,000 $ 549,000 Various Purposes 2,800,000 .71% 374,000 - 2,426,000 Total $ 3.529.000 $ 554.000 $ 2.975,000 TOWN OF SOUTHOLD Notes To Financial Statements December 31, 2015 C. Detail Notes on all Funds and Account Groups (continued) 5. Indebtedness (continued) Lonq-Term Debt a) At December 31, 2015 the total outstanding indebtedness of the Town, excluding the above obligations aggregated $33,530,000. Of this amount, $30,975,600 was subject to the constitutional debt limit and, combined with the short-term debt listed above, represented 5.13% of its debt limit. b) Serial Bonds - The Town borrows money in order to acquire land or equipment or construct buildings and improvements. This enables the cost of these capital assets to be borne by the present and future taxpayers receiving the benefit of the capital assets. These long-term liabilities, which are full faith and credit debt of the local government, are recorded in the General Long-Term -Debt Account Group. The provision to be made in future budgets for capital indebtedness represents the amount exclusive of interest, authorized to be collected in future years from taxpayers and others for liquidation of the long-term liabilities. c) Other Long-Term Debt - In addition to the above long-term debt, the local government had the following non-current liabilities: • Compensated Absences - Represents the value of earned and unused portion of the liability for compensated absences. • Other Post-Employment Benefits (OPEB) — Represents the non-current portion of the liability to current employees and retirees. d) Summary Long-Term Debt - The following is a summary of long-term liabilities by fund type and account group: General Discretely Long Term Debt Presented Liability Account Group Component Unit Total Serial Bonds $ 32,392,000 $ 1,138,000 $ 33,530,000 Other Post-Employment Benefits 39,788,820 39,788,820 Compensated Absences 8,924,107 8,924,107 Total Long-Term Debt Account Group $ 81.104.927 $ 1.138.000 $ 82.242.927 TOWN OF SOUTHOLD Notes To Financial Statements - December 31, 2015 C. Detail Notes on all Funds and Account Groups (continued) 5. Indebtedness (continued) Long-Term Debt (continued) e) The following is a summary of changes in the long-term liabilities for the period ended December 31, 2015: Other Bonds and Post-Employment Compensated Notes Benefits Absences Payable at beginning of Year $ 36,500,000 $35,395,548 $ 8,538,674 Additions 9,020,000 5,973,325 385,433 Deletions 11,990,000 1,580,053 Payable at end of Year $ 33.530,000 $ 39.788.820 $ 8,924,107 Additions and deletions to compensated absences are shown net since it is impracticable to determine these amounts separately. f) The following table summarizes the Town's future debt service requirements for Serial Bonds as of December 31, 2015: Year Ending Principal Interest 2016 $ 2,555,000 $ 1,267,909 2017 2,635,000 1 ,149,853 2018 2,675,000 1,062,383 2019 2,245,000 .985,294 2020 2,135,000 909,006 2021-2025 10,765,000 3,293,288 2026-2030 10,520,000 1,128,566 Totals $33.530,000 $ 9.796.299 g) Advance Refunding of Bonds On July 29, 2015, the Town issued $9.02 million in General Obligation Bonds with an average interest rate of 2.53% to advance refund the $1 .2 million outstanding 2005 Series bonds and $8.3 million of the $9.6 million outstanding 2007 Series bonds, which combined, had an average interest rate of-4.12%. After payment of - - -$117 thousand in underwriting fees and other issuance costs, net proceeds of$10 million was deposited with an escrow agent, of which $1.2 million was subsequently used to pay off the 2005 Series bonds with the remaining $8.8 deposited in an irrevocable trust with the escrow agent to provide for future debt service payments on the refunded portion of the 2007 Series bonds ($8.3 million). As a result, all of the 2005 and part of the 2007 Series bonds are considered to be defeased and the liability for those bonds has been removed from the general long-term debt account group. TOWN OF SOUTHOLD Notes To Financial Statements - December 31, 2015 C. Detail Notes on all Funds and Account Groups (continued) 5. Indebtedness (continued) Long-Term Debt (continued) The Town advance refunded the 2005 and 2007 Series bonds to reduce its total debt service payments over the next 15 years by over $.75 million and to obtain an economic gain (difference between the present values of the debt service payments on the old and the new debt) of over $.5 million. 6. Retirement System Plan Description The Town of Southold participates in the New York State and Local Employees' Retirement System (ERS) and the New York State and Local Police and Fire Retirement System (PFRS) which are collectively referred to as New York State and Local Retirement System (the System). These are cost-sharing multiple-employer defined benefit retirement systems. The net position of the System is held in the New York State Common Retirement Fund (the Fund), which was established to hold all net assets and record changes in fiduciary net position allocated to the System. The Comptroller of the State of New York serves as the trustee of the Fund and is the administrative head of the System. System benefits are established under the provisions of the New York State Retirement and Social Security Law (RSSL). Once a public employer elects to participate in the System, the election is irrevocable. The New York State Constitution provides that pension membership is a contractual relationship and plan benefits cannot be diminished or impaired. Benefits can be changed for future members only by enactment of a State statute. The Unit of Xxxxxxx also participates in the Public Employees' Group Life Insurance Plan (GLIP), which provides death benefits in the form of life insurance. The System is included in the State's financial report as a pension trust fund. That report may be found at www.osc.state.ny.us/retire/publications/index.php or obtained by writing to the New York State and Local Retirement System, 110 State Street, Albany, NY 12244 Benefits Provided The System provides retirement benefits as well as death and disability benefits. Tiers 1 and 2 Eligibility: Tier 1 members, with the exception of those retiring under special retirement plans, must be at least age 55 to be eligible to collect a retirement benefit. There is no minimum service requirement for Tier 1 members. Tier 2 members, with the exception of those retiring under special retirement plans, must have five years of service and be at least age 55 to be eligible to collect a retirement benefit. The age at which full TOWN OF SOUTHOLD Notes To Financial Statements - December 31 , 2015 benefits may be collected for Tier 1 is 55, and the full benefit age for Tier 2 is 62. C. Detail Notes on all Funds and Account Groups (continued) 6. Retirement System (continued). Benefit Calculation: Generally, the benefit is 1.67 percent of final average salary for each year of service if the member retires with less than 20 years. If the member retires with 20 or more years of service, the benefit is 2 percent of final average salary for each year of service. Tier 2 members with five or more years of service can retire as early as age 55 with reduced benefits. Tier 2 members age 55 or older with 30 or more years of service can retire with no reduction in benefits. As a result of Article 19 of the RSSL, Tier 1 and Tier 2 members who worked continuously from April 1, 1999 through October 1, 2000 received an additional month of service credit for each year of credited service they have at retirement, up to a maximum of 24 additional months. Final average salary is the average of the wages earned in the three highest consecutive years. For Tier 1 members who joined on or after June 17, 1971, each year of final average salary is limited to no more than 20 percent of the previous year. For Tier 2 members, each year of final average salary is limited to no more than 20 percent of the average of the previous two years. Tiers 3, 4, and 5 Eligibility: Tier 3 and 4 members, with the exception of those retiring under special retirement plans, must have five years of service and be at least age 55 to be eligible to collect a retirement benefit. Tier 5 members, with the exception of those retiring under special retirement plans, must have ten years of service and be at least age 55 to be eligible to collect a retirement benefit. The full benefit age for Tiers 3, 4 and 5 is 62. Benefit Calculation: Generally, the benefit is 1.67 percent of final average salary for each year of service if the member retires with less than 20 years. If a member retires with between 20 and 30 years of service, the benefit is 2 percent of final average salary for each year of service. If a member retires with more than 30 years of service, an additional benefit of 1.5 percent of final average salary is applied for each year of service over 30 years. Tier 3 and 4 members with five or more years of service and Tier 5 members with ten or more years of service can retire as early as age 55 with reduced benefits. Tier 3 and 4 members age 55 or older with 30 or more years of service can retire with no reduction in benefits. Final average salary is the average of the wages earned in the three highest consecutive years. For Tier 3, 4 and 5 members, each year of final average salary is limited to no more than 10 percent of the average of the previous two years. Tier 6 Eligibility: Tier 6 members, with the exception of those retiring under special retirement plans, must have ten years of service and be at least age 55 to be eligible to collect a retirement benefit. The full benefit age for Tier 6 is 63 for ERS members and 62 for TOWN OF SOUTHOLD Notes To Financial Statements - -- -- December 31, 2015 PFRS members. C. Detail Notes on all Funds and Account Groups (continued) 6. Retirement System (continued) - Benefits Provided (continued Benefit Calculation: Generally, the benefit is 1.67 percent of final average salary for each year of service if the member retires with less than 20 years. If a member retires with 20 years of service, the benefit is 1.75 percent of final average salary for each year of service. If a member retires with more than 20 years of service, an additional benefit of 2 percent of final average salary is applied for each year of service over 20 years. Tier 6 members with ten or more years of service can retire as early as age 55 with reduced benefits. Final average salary is the average of the wages earned in the five highest consecutive years. For Tier 6 members, each year of final average salary is limited to no more than 10 percent of the average of the previous four years. - Special Plans The 25 Year Plans allow a retirement after 25 years of service with a benefit of one half of final average salary, and the 20 Year Plans allow a retirement after 20 years of service with a benefit of one half of final average salary. These plans are available to certain PFRS members, sheriffs, and correction officers. Ordinary Disability Benefits Generally, ordinary disability benefits, usually one third of salary, are provided to eligible members after ten years of service; in some cases, they are provided after five years of service. Accidental Disability Benefits For all eligible Tier 1 and Tier 2 ERS and PFRS members, the accidental disability benefit is a pension of 75 percent of final average salary, with an offset for any Workers' Compensation benefits received. The benefit for eligible Tier 3, 4, 5 and 6 members is the ordinary disability benefit with the years of service eligibility requirement dropped. Ordinary Death Benefits Death benefits are payable upon the death, before retirement, of a member who meets eligibility requirements as set forth by law. The first $50,000 of an ordinary death benefit is paid in the form of group term life insurance. The benefit is generally three times the member's annual salary. For most members, there is also a reduced post retirement ordinary death benefit available. TOWN OF SOUTHOLD Notes To Financial Statements December 31, 2015 C. Detail Notes on all Funds and Account Groups (continued) 6. Retirement System (continued) Post Retirement Benefit Increases A cost of living adjustment is provided annually to: (i) all pensioners who have attained age 62 and have been retired for five years; (ii) all pensioners who have attained age 55 and have been retired for ten years; (iii) all disability pensioners, regardless of age, who have been retired for five years; (iv) ERS recipients of an accidental death benefit, regardless of age, who have been receiving such benefit for five years and (v) the spouse of a deceased retiree receiving a lifetime benefit under an option elected by the retiree at retirement. An eligible spouse is entitled to one-half the cost of living adjustment amount that would have been paid to the retiree when the retiree would have met the eligibility criteria. This cost of living adjustment is a percentage of the annual retirement benefit of the eligible member as computed on a base benefit amount not to exceed $18,000 of the annual retirement benefit. The cost of living percentage shall be 50 percent of the annual Consumer Price Index as published by the U.S. Bureau of Labor, but cannot be less than 1 percent or exceed 3 percent. Contributions The System is noncontributory except for employees who joined the New York State and Local Employees' Retirement System after July 27, 1976, who contribute 3 percent of their salary for the first ten years of membership, and employees who joined on or after January 1, 2010 (ERS) or January 9, 2010 (PFRS) who generally contribute 3 percent of their salary for their entire length of service. For Tier 6 members, the contribution rate varies from 3 percent to 6 percent depending on salary. Generally, Tier 5 and 6 members are required to contribute for all years of service. Under the authority of the NYSRSSL, the Comptroller annually certifies the actuarially determined rates expressly used in computing the employers' contributions based on salaries paid during the Systems' fiscal year ending March 31. Contributions for the current year and two preceding years were equal to 100 percent of the contributions required, and were as follows: ERS PFRS 2015 $2,142,633 $ 1,762,500 2014 $2,266,683 $ 1,455,243 2013 $2,554,814 $ 2,073,878 Chapter 260 of the Laws of 2004 of the State of New York was enacted that allows local employers to bond or amortize a portion of their retirement bill for up to 10 years in accordance with the following schedule: • For State fiscal year (SFY) 2004-05, the amount in excess of 7 percent of employees' covered pensionable salaries, with the first payment of those pension costs not due until the fiscal year succeeding that fiscal year in which the bonding/amortization was instituted. TOWN OF SOUTHOLD Notes To Financial Statements - December 31, 2015 C.' Detail Notes on all Funds and Account Groups (continued) 6. Retirement System (continued) Contributions (continued) • For SFY 2005-06, the amount in excess of 9.5 percent of employees' covered pensionable salaries. • For SFY 2007-08, the amount in excess of 10.5 percent of employees' covered pensionable salaries. This law requires participating employers to make payments on a current basis, while bonding or amortizing existing unpaid amounts relating to the System's fiscal years ending March 31, 2005 through 2008. Chapter 57 of the Laws of 2010 of the State of New York was enacted that allows local employers to amortize a portion of their retirement bill for 10 years in accordance with the following stipulations: For State fiscal year 2010-11, the amount in excess of the graded rate of 9.5 percent of employees' covered pensionable salaries, with the first payment of those pension costs not due until the fiscal year succeeding that fiscal year in which the amortization was instituted. • For subsequent State fiscal years, the graded rate will increase or decrease by up to one percent depending on the gap between the increase or decrease in the System's average rate and the previous graded rate. • The interest rate will be set annually, and will be comparable to taxable fixed income investments of a similar duration. • For subsequent State fiscal years in which the System's average rates are lower than the graded rates, the employer will be required to pay the graded rate. Any additional contributions made will first be used to pay off existing amortizations, and then any excess will be deposited into a reserve account and will be used to offset future increases in contribution rates. This law requires participating employers to make payments on a current basis, while amortizing existing unpaid amounts relating to the System's fiscal years when the local employer opts to participate in the program. Chapter 105 of the Laws of 2010 of the State of New York authorizes local governments to make available a retirement benefit incentive program with an estimated total cost of $359,639, of which $71,926 was charged to expenditures in the Governmental Funds in the current fiscal year. The cost of the program will be billed and paid over five years beginning February 1, 2012. TOWN OF SOUTHOLD. Notes To Financial Statements December 31, 2015 C. Detail Notes on all Funds and Account Groups (continued) 6. Retirement System (continued) Contributions (continued) Chapter 57 of the Laws of 2013 of the State of New York was enacted that allows local employers to amortize a portion of their retirement bill for up to 12 years in accordance with the following stipulations: • The maximum amount an employer can amortize is the difference between the normal annual contribution (total bill, 'excluding payments for deficiency, group life, previous amortizations, incentive costs, and prior year adjustments) and the graded contribution. • For subsequent State fiscal years (SFYs), the graded rate will increase or decrease by up to one-half of one percent depending on the gap between the increase or decrease in the System's average rate and the previous graded rate. • The interest rate will be set annually, and will be comparable to a 12-year US Treasury Bond plus 1 percent. • For subsequent SFYs in which the System's average rates are lower than the graded rates, the employer will be required to pay the graded rate. Any additional contributions made will first be used to pay off existing amortizations, and. then any excess will be deposited into a reserve account and will be used to offset future increases in contribution rates. This law requires participating employers to make payments on a current basis, while amortizing existing unpaid amounts relating to the System's fiscal years when the local employer opts to participate in the program. Pension Liabilities, Pension Expense, and Deferred Outflows of Resources and Deferred Inflows of Resources Related to Pensions At December 31, 2015, the Town reported a liability of $1,499,367 for its proportionate share of the ERS net pension liability and $778,124 for its proportionate share of the PFRS net pension liability. The net pension liabilities were measured as of March 31, 2015 and the total pension liabilities used to calculate the net pension liabilities were determined by an actuarial valuation as of that date. The Town's proportion of the net pension liabilities were based on a projection of the Town's long-term share of contributions to the pension plans relative to the projected contributions of all participating members, actuarially determined. At December 31, 2015, the Town's proportion for ERS was 0.0418045 percent and .018691 percent for PFRS. TOWN OF SOUTHOLD Notes To Financial Statements December 31, 2015 C. Detail Notes on all Funds and Account Groups (continued) 6. Retirement System (continued) Pension Liabilities, Pension Expense, and Deferred-- Outflows.=of Resources and Deferred Inflows of Resources Related to Pensions (continued) For the year ended December 31, 2015, the Town recognized pension expense of $2,011 ,450 for ERS. At December 31, 2015, the Town reported deferred outflows of resources anddeferred inflows of resources related to ERS pensions from the following sources: Deferred Outflows Deferred Inflows of Resources of Resources Differences between expected and actual experience $ 45,208 $ 0 Changes of Assumptions 0 0 Net difference between projected and actual earnings on pension plan investments 245,291 0 Changes in proportion and differences between LG contributions and proportionate share of contributions 0 32,414 LG contributions subsequent to the measurement date 1,499,367 Total $1,789,866 $32,414 $1 ,499,367 reported as deferred outflows of resources related to pensions resulting from Town's contributions subsequent to the measurement date will be recognized as a reduction of the net pension liability in the year ended December 31, 2016. Other amounts reported as deferred. outflows of resources and deferred inflows of resources related to pensions will be recognized in pension expense as follows: Year ended December 31: 2016 $64,521 2017 $64,521 2018 $64,521 2019 $64,521 TOWN OF SOUTHOLD Notes To Financial Statements - - December 31 , 2015 C. Detail Notes on all Funds and Account Groups (continued) 6. Retirement System (continued) Pension Liabilities, Pension Expense, and -Deferred Outflows of Resources and-- - Deferred Inflows of Resources Related to Pensions (continued) For the year ended December 31, 2015, the Town recognized pension expense of $1 ,766,806 for PFRS. At December 31, 2015, the Town reported deferred outflows of resources and deferred inflows of resources related to PFRS pensions from the following sources: Deferred Outflows Deferred Inflows- of Resources of Resources Differences between expected and actual experience $62,044 $ 0 Changes of Assumptions ' 0 0 Net difference between projected and actual earnings on pension plan investments 172,731 0 Changes in proportion and differences between LG contributions and proportionate share of contributions 0 196,819 LG contributions subsequent to the measurement date 1,360,111 Total $1,594,866 $32,414 $1 ,360,111 reported as deferred outflows of resources related to pensions resulting from Town's contributions subsequent to the measurement date will be recognized as a reduction of the net pension liability in the year ended December 31, 2016. Other amounts reported as deferred outflows of resources and deferred inflows of resources related to pensions will be recognized in pension expense as follows: Year ended December 31: 2016 $64,521 2017 $64,521 2018 $64,521 2019 $64,521 Actuarial Assumptions The total pension liability at March 31, 2015 was determined by using an actuarial valuation as of April 1, 2014, with update procedures used to roll forward the total pension liability to March 31, 2015. The actuarial valuation used the following actuarial assumptions: ERS PFRS Inflation 2.7% 2.7% Salary increases 4.9% 6.0% Investment rate of return 7.5% 7.5% (net of investment expense, including inflation) TOWN OF SOUTHOLD Notes To Financial Statements - - December 31, 2015 C. Detail Notes on all Funds and Account Groups (continued) 6. Retirement System (continued) - Actuarial Assumptions (continued) Annuitant mortality rates are based on April 1, 2005 — March 31, 2010 System experience with adjustments for mortality improvements based on the Society of Actuaries' Scale MP-2014. The actuarial assumptions used in the April 1, 2014 valuation are based on the results of an actuarial experience study for the period April 1 , 2005 — March 31, 2010. The long term expected rate of return on pension plan investments was determined in accordance with Actuarial Standard of Practice (ASOP) No. 27, Selection of Economic Assumptions for Measuring Pension Obligations. ASOP No. 27 provides guidance on the selection of an appropriate assumed investment rate of return. Consideration was given to expected future real rates of return (expected returns, net of pension plan investment expense and inflation) for equities and fixed income as well as historical investment data and plan performance. Best estimates of arithmetic real rates of return for each major asset class included in the target asset allocation as of March 31, 2015 are summarized below: Long-Term Expected Asset Class Real Rate,of Return Domestic equity 7.30% International equity 8.55% Private equity 11.00% Real estate 8.25% Absolute return strategies 6.75% Opportunistic portfolio 8.60% Real assets 8.65% Bonds and mortgages 4.00% Cash 2.25% Inflation-indexed bonds 4.00% Discount Rate The discount rate used to calculate the total pension liability was 7.5%. The projection of cash flows used to determine the discount rate assumes that contributions from plan members will be made at the current contribution rates and that contributions from employers will be made at statutorily required rates, actuarially. Based upon the assumptions, the System's fiduciary net position was projected to be available to make all projected future benefit payments of current plan members. Therefore the long term expected rate of return on pension plan investments was applied to all periods of projected benefit payments to determine the total pension liability. TOWN OF SOUTHOLD Notes To Financial Statements December 31, 2015 C. Detail Notes on all Funds and Account Groups (continued) 6. Retirement System (continued) Sensitivity of the Proportionate Share of the Net Pension Liability to the Discount Rate Assumption The following presents the Town's proportionate share of the net pension liability calculated using the discount rate of 7.5 percent, as well as what the Town's proportionate share of the net pension liability would be if it were calculated using a discount rate that is 1-percentagepoint lower (6.5 percent) or 1-percentage-point higher (8.5 percent) than the current rate: Town's proportionate share of the net pension liability 1% Decrease Current Assumption 1% Increase (6.5%) (7.5%) (8.5%) For ERS $9,413,318 $1,412,259 ($5,342,619) For PFRS $6,850,135 $514,488 ($4,795,167) Pension plan fiduciary net position The components of the current-year net pension liability of the employers as of March 31, 2015, were as follows: (Dollars in Thousands) Employees' Police and Fire Retirement System Retirement System Total Employers' total pension liability 164,591,504 28,474,417 193,065,921 Plan net position (161,213,259) (28,199,157) (189,412,416) Employers' net pension liability $ 3.378,245 $ 275.260 $ 3.653.505 Ratio of plan net position to the employers' total pension liability 97.9% 99.0% 98.1% 7. Post Retirement Benefits In addition to providing pension benefits, the Town provides health insurance coverage and survivor benefits for retired employees and their survivors. Substantially all Town employees may become eligible for these benefits if they reach normal retirement age while working for the Town. Health care benefits and survivors' benefits are provided through an insurance company whose premiums are based on the benefits paid during the year. The Town recognizes the cost of providing benefits by recording its share of insurance premiums as an expenditure in the year paid. During the year, $1,580,083 paid on behalf of 118 retirees and $2,108,446 was paid on behalf of 201 active employees and is recorded as an expenditure in the General Fund Whole Town, General Fund Part Town, Highway Fund Part Town and Solid Waste District. TOWN OF SOUTHOLD Notes To Financial Statements December 31 , 2015 C. Detail Notes on all Funds and Account Groups (continued) 8. Compensatory Absences Town employees are granted vacation and sick leave and earn compensatory absences in varying amounts. In the event of termination or upon retirement, an employee is entitled to payment for accumulated vacation and sick leave and unused compensatory absences at various rates subject to certain maximum limitations. Estimated vacation and sick leave and compensatory absences accumulated by governmental fund type employees have been recorded in the general long-term obligations account group. Accumulated vacation and sick leave are recorded as a long-term liability in the general long-term debt account group if payable from future financial resources, or as a fund liability and expenditures if payable from current resources. D. Commitments and Contingencies The Town is self-insured for general liability insurance. The amount of general liability claims outstanding at December 31, 2015 is $6,198 and have been reserved against fund balance in the General Fund. The Town also has established an insurance reserve in the General Fund for liability claims, the outcome of which are presently unknown. 1. Landfill Closure and Post Closure Care Costs The Town ceased accepting waste at its Cutchogue landfill as of October 8, 1993. The Town entered into a stipulation of settlement with the New York State Department of Environmental Conservation in October of 1994 in which all charges of operational violations at the Cutchogue landfill were dropped. Under the stipulation, the Town agreed to close and place a final cover over the landfill and to pay a civil penalty of $650,000 over seven years. Construction of the final cover commenced in the summer of 2001 and was completed in the fall of 2003. In addition to placement of the final cover on the landfill, state and federal regulations presently require the Town to perform certain maintenance and monitoring functions at the site for up to thirty years. Actual costs associated with the placement of the final cover totaled $7,681,719. Financing for closure activities was provided through a .$2,000,000 grant from the New York State Department of Environmental Conservation with the balance provided with a state subsidized loan through the New York State Environmental Facilities Corporation. Costs associated with post closure care will be covered by charges to future landfill users and future tax revenue. TOWN OF SOUTHOLD Notes To Financial Statements December 31, 2015 D. Commitments and Contingencies (continued) 2. Lease Commitments and Leased Assets The Town leases property and equipment under operating -leases. Total rental expenditures on such leases for the fiscal year ended December 31 , 2015 were approximately $469,599. Future obligations over the primary terms of the Town's leases as of December 31, 2015 are as follows: 2016 $ 161,431 2017 130,345 2018 109,248 2019 & thereafter 121,985 Total $ 523.009 E. Condensed Financial Statements for the Discretely Presented Component Units The following represents condensed financial statements for the discretely presented component units as of and for the year ended December 31, 2015: Condensed Balance Sheet Assets and Other Debits Liabilities Amounts to be Due From Property Provided for Other Bonds and Current Primary Building& Long-Term Current Long-Term Assets , Government Equipment Debt Liabilities Liabilities Fishers Island Ferry District $ 1,039,070 $ 177,219 $ 18,815,787 $ 1,375,000 $ 391,796 $ 1,375,000 Fishers Island Waste Mgt District 726,043 125,256 4,017,141 140,032 Cutchogue-New Suffolk Park Dist. 161,450 31,161 145,705 31,161 Southold Park District 208,580 72,948 1,155,726 72,948 Orient-East Marion Park District 13,935 9,796 460,135 9,976 Mattituck Park District 1,094,955 93,575 2,546,132 97,473 Orient Mosquito District 55,522 19,686 30,891 20,463 $3 299 555 $ 529 641 $27 171 517 $ 1,375,000 &J63,849 $ 1,375,000 Condensed Statement of Revenues, Expenditures and Changes in Fund Balances Excess (Deficiency) Expenditures of Revenues Capital Debt and Revenues Current Outlay Service Expenditures Fishers Island Ferry District $ 3,626,533 $ 2,923,054 $ 755,403 $ 383,545 $ (435,469) Fishers Island Waste Mgt District 604,210 620,641 7,495 (23,926) Cutchogue-New Suffolk Park Dist. 140,102 78,994 46,194' 14,914 Southold Park District 374,811 321,048 53,763 Orient-East Marion Park District 40,617 65,572 (24,955) Mattituck Park District 1,001,378 357,687 162,862 480,829 Orient Mosquito District 86,717 84,066 2,651 $ 5 874 368 $ 4,451,062 $ 971,954 $ 383,545 $ 67.807 TOWN OF SOUTHOLD Notes To Financial Statements - December 31, 2015 F. Subsequent Events On April 7, 2016, the Town issued serial bonds for the Fishers Island Ferry District in the amount of $550,000. The Effective Net Interest Rate on the bonds is 1.413%. The final maturity of the bonds is 2021. APPENDIX C FORM OF BOND COUNSEL OPINION October 4, 2016 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 (the "Issuer"), in the County of Suffolk, a municipal corporation of the State of New York, in connection with the authorization, sale and issuance of the $20,290,000 Public Improvement Refunding Serial Bonds-2016 (the "Bonds"), dated and delivered on the date hereof. We have examined a record of proceedings relating to the Bonds for purposes of this opinion. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with originals of all documents submitted to us as copies thereof. 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, as amended. 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. Bond counsel expresses no opinion as to whether interest on the Bonds (or any portion thereof) 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 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 certifications 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, Official Statement or any proceedings, reports, correspondence, financial statements or other documents, containing financial or other information relative to the Issuer which have been or may hereafter be furnished or disclosed to purchasers of ownership . interest in said Bonds. Very truly yours, /s/Hawkins Delafield & Wood LLP APPENDIX D FORM OF CONTINUING DISCLOSURE UNDERTAKING UNDERTAKING TO PROVIDE CONTINUING DISCLOSURE Section 1. Definitions "Annual Information" shall mean the information specified in Section 3 hereof. "EMMA" shall mean the 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(hereto or to the functions of the MSRB contemplated by this Agreement. "Purchaser" shall mean the financial institution referred to in the Certificate of Award, executed by the Supervisor as of September 13, 2016. "Rule" shall mean 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 $19,340,000 Public Improvement Refunding Serial Bonds-2016, dated October 4, 2016, maturing in various principal amounts on February 15 in each of the years 2017 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) (A) no later than six months after the end of each fiscal year, commencing with the fiscal year ending December 31, 2016, the Annual Information relating to such fiscal year, and (B) no later than six months after the end of each fiscal year, commencing with the fiscal year ending December 31, 2015, the audited financial statements of the Issuer for each fiscal year, if audited financial statements are prepared by the Issuer and then available; provided, however, that if audited financial statements are not prepared or are not then available, unaudited financial statements shall be provided- 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 year after the end of the .succeeding fiscal, year: provided further, however, that the unaudited financial statement-shall-be-provided for any fiscal year only if the Town has made a determination that providing such unaudited financial statement would be compliant with federal securities laws, including Rule lOb-5 of the Securities Exchange Act of 1934 and Rule 17 (a)(2) of the Securities Act of 1933; 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 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, ina 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 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, consolidations, acquisitions or dispositions made by or affecting any such person; provided that any such modifications shall comply with the requirements of Rule 15c2-12 or Rule 15c2-12 as in effect at the time of such modification; or (f) to cure any ambiguity, to correct or supplement any provision hereof which may be inconsistent with any other provision hereof, or to make any other provisions with respect to matters or questions arising under this Undertaking which, in each case, comply with Rule 15c2-12 or Rule 15c2- 12 as in effect at the time of such amendment or change; provided that no such action pursuant to this Section 7 shall adversely affect the interests of the Holders in any material respect. In making such determination, the Issuer shall rely upon an opinion of nationally recognized bond counsel. Section 8. Termination. This Undertaking shall remain in full force and effect until such time as all principal, redemption premiums, if any, and interest on the Securities shall have been paid in full or the Securities shall have otherwise been paid or legally defeased pursuant to the their terms. Upon any such legal defeasance, the Issuer shall provide notice of such defeasance to 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. IN WITNESS WHEREOF, the undersigned has duly authorized, executed and delivered this Undertaking as of October 4,2016. TOWN OF SOUTHOLD By Supervisor and Chief Fiscal Officer Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. TABLE OF CONTENTS Town of Southold Refunding of 2008,2009&2011 Bonds FINAL&VERIFIED NUMBERS Report Page Sources and Uses of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Summary of Financing Results . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Summary of Refunding Results . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Summary of Bonds Refunded . . . . . . . . . . . . . . . . . . . . . . . . . 4 Savings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Prior Bond Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Unrefunded Bond Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Bond Pricing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Bond Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Escrow Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Proof of Arbitrage Yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Escrow Descriptions Detail . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Escrow Cost Detail . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Escrow Cash Flow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Escrow Sufficiency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Escrow Statistics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 Bond Summary Statistics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 Form 8038 Statistics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Nys Eic . . . . . . 26 Pv Savings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 NysEic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 Pv Savings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 Sources and Uses of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 Summary of Refunding Results . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 Savings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 Bond Pricing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. TABLE OF CONTENTS Town of Southold Refunding of 2008,2009&2011 Bonds FINAL&VERIFIED NUMBERS Report Page Bond Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 Prior Bond Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 Summary of Bonds Refunded . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 Escrow Descriptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 Escrow Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 Escrow Cash Flow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 Escrow Sufficiency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 Escrow Statistics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46 Proof of Composite Escrow Yield . . . . . . . . . . . . . . . . . . . . . . . . . . 47 Proof of Arbitrage Yield . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . 48 Bond Summary Statistics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49 Form 8038 Statistics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50 Sources and Uses of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . 52 Summary of Refunding Results . . . . . . . . . . . . . . . . . . . . . . . . . . . 53 Savings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54 Bond Pricing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56 Bond Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57 Prior Bond Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 Summary of Bonds Refunded . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59 Escrow Descriptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60 Escrow Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61 Escrow Cash Flow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62 Escrow Sufficiency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63 Escrow Statistics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64 Proof of Composite Escrow Yield . . . . . . 65 Proof of Arbitrage Yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. TABLE OF CONTENTS Town of Southold Refunding of 2008,2009&2011 Bonds FINAL&VERIFIED NUMBERS Report Page Bond Summary Statistics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67 Form 8038 Statistics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68 Sources and Uses of Funds . . . . . . . . . . . . . . . . . . . . . . . . . 70 Summary of Refunding Results . . . . . . . . . . . . . . . . . . . . . . . . . . . 71 Savings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72 Bond Pricing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74 Bond Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75 Prior Bond Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76 Summary of Bonds Refunded . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77 Escrow Descriptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78 Escrow Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79 Escrow Cash Flow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80 Escrow Sufficiency . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . 81 Escrow Statistics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82 Proof of Composite Escrow Yield . . . . . . . . . . . . . . . . . . . . . . . . 83 Proof of Arbitrage Yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84 Bond Summary Statistics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85 Form 8038 Statistics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 1 SOURCES AND USES OF FUNDS Town of Southold Refunding of 2008,2009&2011 Bonds FINAL&VERIFIED NUMBERS Dated Date 10/04/2016 Delivery Date 10/04/2016 Refunding of Refunding of Refunding of Sources: 2008 Bonds 2009 Bonds 2011 Bonds Total Bond Proceeds: Par Amount 5,970,000.00 3,995,000.00 10,325,000.00 20,290,000.00 Net Premium 456,026.85 294,344.90 786,751.80 1,537,123.55 6,426,026.85 4,289,344.90 11,111,751.80 21,827,123.55 Refunding of Refunding of Refunding of Uses: 2008 Bonds 2009 Bonds 2011 Bonds Total Refunding Escrow Deposits: PV cost of cashflows 6,348,913.84 4,242,408.61 11,010,986.06 21,602,308.51 Delivery Date Expenses: Cost of Issuance 26,481.03 17,720.55 45,798.42 90,000.00 Underwriter's Discount 39,640.80 26,526.80 68,558.00 134,725.60 66,121.83 44,247.35 114,356.42 224,725.60 Other Uses of Funds: Additional Proceeds 10,991.18 2,688.94 -13,590.68 89.44 6,426,026.85 4,289,344.90 11,111,751.80 21,827,123.55 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 2 SUMMARY OF FINANCING RESULTS Town of Southold Refunding of 2008,2009&2011 Bonds FINAL&VERIFIED NUMBERS Bond Escrow Negative Net Series Bond Par Yield Contingency Yield Arbitrage Savings Refunding of 2008 Bonds 5,970,000.00 1.645% 10,991.18 0.874% 75,178.31 671,941.50 Refunding of 2009 Bonds 3,995,000.00 1.683% 2,688.94 0.874% 72,263.75 353,622.89 Refunding of 2011 Bonds 10,325,000.00 1.659% -13,590.68 0.874% 218,726.66 634,633.21 20,290,000.00 89.44 366,168.73 1,660,197.60 Aggregate: Arbitrage Yield 1.659937% Escrow Yield 0.874485% Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 3 SUMMARY OF REFUNDING RESULTS Town of Southold Refunding of 2008,2009&2011 Bonds FINAL&VERIFIED NUMBERS Refunding of Refunding of Refunding of 2008 Bonds 2009 Bonds 2011 Bonds Total Dated Date 10/04/2016 10/04/2016 10/04/2016 10/04/2016 Delivery Date 10/04/2016 10/04/2016 10/04/2016 10/04/2016 Arbitrage Yield 1.659937% 1.659937% 1.659937% 1.659937% Escrow Yield 0.874485% 0.874485% 0.874485% 0.874485% Value of Negative Arbitrage 75,178.31 72,263.75 218,726.66 366,168.73 Bond Par Amount 5,970,000.00 3,995,000.00 10,325,000.00 20,290,000.00 True Interest Cost 1.743645% 1.778063% 1.756178% 1.756991% Net Interest Cost 1.811378% 1.842346% 1.823356% 1.823762% Average Coupon 2.810926% 2.754262% 2.797678% 2.792682% Average Life 6.978 7.351 7.139 1 7.133 Par amount of refunded bonds 6,075,000.00 3,945,000.00 10,250,000.00 20,270,000.00 Average coupon of refunded bonds 4.096750% 4.178325% 3.688108% 3.903241% Average life of refunded bonds 7.392 7.590 7.676 7.574 PV of prior debt 7,080,835.22 4,646,924.77 11,759,471.73 23,487,231.71 Net PV Savings 671,941.50 353,622.89 634,633.21 1,660,197.60 Percentage savings of refunded bonds 11.060765% 8.963825% 6.191544% 8.190417% Percentage savings of refunding bonds 11.255302% 8.851637% 6.146569% 8.182344% Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 4 SUMMARY OF BONDS REFUNDED Town of Southold Refunding of 2008,2009&2011 Bonds FINAL&VERIFIED NUMBERS Maturity Interest Par Call Call Bond Date Rate Amount Date Price Public Improvement Bonds 2008,2008BOND: 08-BONDS 05/15/2017 4.000% 375,000.00 05/15/2018 4.000% 400,000.00 05/15/2019 4.000% 400,000.00 05/15/2018 100.000 05/15/2020 4.000% 400,000.00 05/15/2018 100.000 05/15/2021 4.000% 425,000.00 05/15/2018 100.000 05/15/2022 4.000% 425,000.00 05/15/2018 100.000 05/15/2023 4.000% 425,000.00 05/15/2018 100.000 05/15/2024 4.000% 450,000.00 05/15/2018 100.000 05/15/2025 4.125%. 450,000.00 05/15/2018 100.000 05/15/2026 4.250% 450,000.00 05/15/2018 100.000 05/15/2027 4.250% 450,000.00 05/15/2018 100.000 05/15/2028 4.250% 475,000.00 05/15/2018 100.000 05/15/2029 4.250% 475,000.00 05/15/2018 100.000 05/15/2030 4.250% 475,000.00 05/15/2018 100.000 6,075,000.00 Pubilc Improvement Bonds 2009,2009BOND: 09-BONDS 03/15/2017 4.000% 215,000.00 03/15/2018 4.000% 225,000.00 03/15/2019 4.000% 230,000.00 03/15/2020 4.000% 240,000.00 03/15/2019 100.000 03/15/2021 4.000% 250,000.00 03/15/2019 100.000 03/15/2022 4.000% 260,000.00 03/15/2019 100.000 03/15/2023 4.000% 270,000.00 03/15/2019 100.000 03/15/2024 4.000% 290,000.00 03/15/2019 100.000 03/15/2025 4.125% 300,000.00 03/15/2019 100.000 03/15/2026 4.125% 310,000.00 03/15/2019 100.000 03/15/2027 4.250% 325,000.00 03/15/2019 100.000 03/15/2028 4.250% 330,000.00 03/15/2019 100.000 03/15/2029 4.250% 345,000.00 03/15/2019 100.000 03/15/2030 4.375% 355,000.00 03/15/2019 100.000 3,945,000.00 Public Improvement Bonds 2011,2011BOND: 11_BONDS 08/15/2017 3.000% 640,000.00 08/15/2018 3.000% 650,000.00 08/15/2019 3.000% 665,000.00 08/15/2020 3.000% 675,000.00 08/15/2019 100.000 08/15/2021 3.000% 700,000.00 08/15/2019 100.000 08/15/2022 3.125% 720,000.00 08/15/2019 100.000 08/15/2023 3.250% 740,000.00 08/15/2019 100.000 08/15/2024 3.500% 750,000.00 08/15/2019 100.000 08/15/2025 3.625% 780,000.00 08/15/2019 100.000 08/15/2026 3.750% 735,000.00 08/15/2019 100.000 08/15/2027 4.000% 760,000.00 08/15/2019 100.000 08/15/2028 4.000% 785,000.00 08/15/2019 100.000 08/15/2029 4.000% 810,000.00 08/15/2019 100.000 08/15/2030 4.000% 840,000.00 08/15/2019 100.000 10,250,000.00 20,270,000.00 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 5 SAVINGS Town of Southold Refunding of 2008,2009&2011 Bonds FINAL&VERIFIED NUMBERS Present Value Prior Refunding Annual to 10/04/2016 Date Debt Service Debt Service Savings Savings @ 1.6599365% 02/15/2017 178,168.75 1,541,755.09 -1,363,586.34 -1,355,408.45 03/15/2017 296,196.88 296,196.88 294,015.18 05/15/2017 499,687.50 499,687.50 494,642.26 08/15/2017 818,168.75 298,421.88 519,746.87 512,377.20 09/15/2017 76,896.88 76,896.88 75,702.18 11/15/2017 117,187.50 117,187.50 115,049,.41 12/31/2017 146,129.29 02/15/2018 168,568.75 1,578,421.88 -1,409,853.13 -1,378,421.88 03/15/2018 301,896.88 301,896.88 294,760.06 05/15/2018 517,187.50 517,187.50 503,571.90 08/15/2018 818,568.75 272,821.88 545,746.87 529,187.90 09/15/2018 72,396.88 72,396.88 70,103.59 11/15/2018 109,187.50 109,187.50 105,437.90 12/31/2018 136,562.50 02/15/2019 158,818.75 1,577,821.88 -1,419,003.13 -1,364,622.03 03/15/2019 302,396.88 302,396.88 290,407.65 05/15/2019 509,187.50 509,187.50 487,654.17 08/15/2019 823,818.75 246,721.88 577,096.87 550,412.28 09/15/2019 67,796.88 67,796.88 64,572.98 11/15/2019 101,187.50 101,187.50 96,110.63 12/31/2019 138,662.50 02/15/2020 148,843.75 1,571,721.88 -1,422,878.13 -1,345,914.49 03/15/2020 307,796.88 307,796.88 290,747.31 05/15/2020 501,187.50 501,187.50 472,123.02 08/15/2020 823,843.75 220,221.88 603,621.87 566,272.02 09/15/2020 62,996.88 62,996.88 59,017.51 11/15/2020 93,187.50 93,187.50 87,060.87 12/31/2020 145,912.50 02/15/2021 138,718.75 1,610,221.88 -1,471,503.13 -1,369,089.04 03/15/2021 312,996.88 312,996.88 290,811.94 05/15/2021 518,187.50 518,187.50 480,134.18 08/15/2021 838,718.75 199,371.88 639,346.87 589,953.00 09/15/2021 57,996.88 57,996.88 53,442.56 11/15/2021 84,687.50 84,687.50 77,822.53 12/31/2021 141,712.50 02/15/2022 128,218.75 1,619,371.88 -1,491,153.13 -1,364,625.51 03/15/2022 317,996.88 317,996.88 290,613.53 05/15/2022 509,687.50 509,687.50 464,515.71 08/15/2022 848,218.75 170,971.88 677,246.87 614,679.34 09/15/2022 52,796.88 52,796.88 47,853.27 11/15/2022 76,187.50 76,187.50 68,863.73 12/31/2022 142,762.50 02/15/2023 116,968.75 1,625,971.88 -1,509,003.13 -1,358,320.08 03/15/2023 322,796.88 322,796.88 290,163.67 05/15/2023 501,187.50 501,187.50 449,280.32 08/15/2023 856,968.75 141,871.88 715,096.87 638,391.69 09/15/2023 47,396.88 47,396.88 42,254.58 11/15/2023 67,687.50 67,687.50 60,177.76 12/31/2023 145,162.50 02/15/2024 104,943.75 1,666,871.88 -1,561,928.13 -1,382,909.52 03/15/2024 337,396.88 337,396.88 298,315.29 05/15/2024 517,687.50 517,687.50 456,463.00 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 6 SAVINGS Town of Southold Refunding of 2008,2009&2011 Bonds FINAL&VERIFIED NUMBERS Present Value Prior Refunding Annual to 10/04/2016 Date Debt Service Debt Service Savings Savings @ 1.6599365% 08/15/2024 854,943.75 111,371.88 743,571.87 652,929.12 09/15/2024 41,596.88 41,596.88 36,475.86 11/15/2024 58,687.50 58,687.50 51,320.86 12/31/2024 137,012.50 02/15/2025 91,818.75 1,681,371.88 -1,589,553.13 -1,384,294.54 03/15/2025 341,596.88 341,596.88 297,077.04 05/15/2025 508,687.50 508,687.50 441,173.80 08/15/2025 871,818.75 79,971.88 791,846.87 683,919.57 09/15/2025 35,409.38 35,409.38 30,541.04 11/15/2025 49,406.25 49,406.25 42,496.28 12/31/2025 137,393.75 02/15/2026 77,681.25 1,599,971.88 -1,522,290.63 -1,303,982.53 03/15/2026 345,409.38 345,409.38 295,467.73 05/15/2026 499,406.25 499,406.25 426,023.30 08/15/2026 812,681.25 64,771.88 747,909.37 635,380.00 09/15/2026 29,015.63 29,015.63 24,616.05 11/15/2026 39,843.75 39,843.75 33,709.32 12/31/2026 139,293.75 02/15/2027 63,900.00 1,589,771.88 -1,525,871.88 -1,285,621.14 03/15/2027 354,015.63 354,015.63 297,864.74 05/15/2027 489,843.75 489,843.75 411,015.02 08/15/2027 823,900.00 49,521.88 774,378.12 647,080.60 09/15/2027 22,109.38 22,109.38 18,449.46 11/15/2027 30,281.25 30,281.25 25,199.06 12/31/2027 144,756.25 02/15/2028 48,700.00 1,594,521.88 -1,545,821.88 -1,281,076.68 03/15/2028 352,109.38 352,109.38 291,403.66 05/15/2028 505,281.25 505,281.25 417,017.27 08/15/2028 833,700.00 34,071.88 799,628.12 657,225.04 09/15/2028 15,096.88 15,096.88 12,391.25 11/15/2028 20,187.50 20,187.50 16,523.95 12/31/2028 146,481.25 02/15/2029 33,000.00 1,589,071.88 -1,556,071.88 -1,268,428.73 03/15/2029 360,096.88 360,096.88 293,128.13 05/15/2029 495,187.50 495,187.50 401,986.32 08/15/2029 843,000.00 17,550.00 825,450.00 667,325.25 09/15/2029 7,765.63 7,765.63 6,269.39 11/15/2029 10,093.75 10,093.75 8,126.52 12/31/2029 142,521.88 02/15/2030 16,800.00 1,577,550.00 -1,560,750.00 -1,251,383.71 03/15/2030 362,765.63 362,765.63 290,459.12 05/15/2030 485,093.75 485,093.75 387,336.14 08/15/2030 856,800.00 856,800.00 681,313.48 12/31/2030 143,909.38 26,320,353.26 24,332,080.21 1,988,273.05 1,988,273.05 1,660,108.16 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 7 SAVINGS Town of Southold Refunding of 2008,2009&2011 Bonds FINAL&VERIFIED NUMBERS Savings Summary PV of savings from cash flow 1,660,108.16 Plus:Refunding funds on hand 89.44 Net PV Savings 1,660,197.60 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 8 PRIOR BOND DEBT SERVICE Town of Southold Refunding of 2008,2009&2011 Bonds FINAL&VERIFIED NUMBERS Period Annual Ending Principal Coupon Interest Debt Service Debt Service 02/15/2017 178,168.75 178,168.75 03/15/2017 215,000 4.000% 81,196.88 296,196.88 05/15/2017 375,000 4.000% 124,687.50 499,687.50 08/15/2017 640,000 3.000% 178,168.75 818,168.75 09/15/2017 76,896.88 76,896.88 11/15/2017 117,187.50 117,187.50 12/31/2017 1,986,306.26 02/15/2018 168,568.75 168,568.75 03/15/2018 225,000 4.000% 76,896.88 301,896.88 05/15/2018 400,000 4.000% 117,187.50 517,187.50 08/15/2018 650,000 3.000% 168,568.75 818,568.75 09/15/2018 72,396.88 72,396.88 11/15/2018 109,187.50 109,187.50 12/31/2018 1,987,806.26 02/15/2019 158,818.75 158,818.75 03/15/2019 230,000 4.000% 72,396.88 302,396.88 05/15/2019 400,000 4.000% 109,187.50 509,187.50 08/15/2019 665,000 3.000% 158,818.75 823,818.75 09/15/2019 67,796.88 67,.796.88 11/15/2019 101,187.50 101,187.50 12/31/2019 1,963,206.26 02/15/2020 148,843.75 148,843.75 03/15/2020 240,000 4.000% 67,796.88 307,796.88 05/15/2020 400,000 4.000% 101,187.50 501,187.50 08/15/2020 675,000 3.000% 148,843.75 823,843.75 09/15/2020 62,996.88 62,996.88 11/15/2020 93,187.50 93,187.50 12/31/2020 1,937,856.26 02/15/2021 138,718.75 138,718.75 03/15/2021 250,000 4.000% 62,996.88 312,996.88 05/15/2021 425,000 4.000% 93,187.50 518,187.50 08/15/2021 700,000 3.000% 138,718.75 838,718.75 09/15/2021 57,996.88 57,996.88 11/15/2021 84,687.50 84,687.50 12/31/2021 1,951,306.26 02/15/2022 128,218.75 128,218.75 03/15/2022 260,000 4.000% 57,996.88 317,996.88 05/15/2022 425,000 4.000% 84,687.50 509,687.50 08/15/2022 720,000 3.125% 128,218.75 848,218.75 09/15/2022 52,796.88 52,796.88 11/15/2022 76,187.50 76,187.50 12/31/2022 1,933,106.26 02/15/2023 116,968.75 116,968.75 03/15/2023 270,000 4.000% 52,796.88 322,796.88 05/15/2023 425,000 4.000% 76,187.50 501,187.50 08/15/2023 740,000 3.250% 116,968.75 856,968.75 09/15/2023 47,396.88 47,396.88 11/15/2023 67,687.50 67,687.50 12/31/2023 1,913,006.26 02/15/2024 104,943.75 104,943.75 03/15/2024 290,000 4.000% 47,396.88 337,396.88 05/15/2024 450,000 4.000% 67,687.50 517,687.50 08/15/2024 750,000 3.500% 104,943.75 854,943.75 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 9 PRIOR BOND DEBT SERVICE Town of Southold Refunding of 2008,2009&2011 Bonds FINAL&VERIFIED NUMBERS Period Annual Ending Principal Coupon Interest Debt Service Debt Service 09/15/2024 41,596.88 41,596.88 11/15/2024 58,687.50 58,687.50 12/31/2024 1,915,256.26 02/15/2025 91,818.75 91,818.75 03/15/2025 300,000 4.125% 41,596.88 341,596.88 05/15/2025 450,000 4.125% 58,687.50 508,687.50 08/15/2025 780,000 3.625% 91,818.75 871,818.75 09/15/2025 35,409.38 35,409.38 11/15/2025 49,406.25 49,406.25 12/31/2025 1,898,737.51 02/15/2026 77,681.25 77,681.25 03/15/2026 310,000 4.125% 35,409.38 345,409.38 05/15/2026 450,000 4.250% 49,406.25 499,406.25 08/15/2026 735,000 3.750% 77,681.25 812,681.25 09/15/2026 29,015.63 29,015.63 11/15/2026 39,843.75 39,843.75 12/31/2026 1,804,037.51 02/15/2027 63,900.00 63,900.00 03/15/2027 325,000 4.250% 29,015.63 354,015.63 05/15/2027 450,000 4.250% 39,843.75 489,843.75 08/15/2027 760,000 4.000% 63,900.00 823,900.00 09/15/2027 22,109.38 22,109.38 11/15/2027 30,281.25 30,281.25 12/31/2027 1,784,050.01 02/15/2028 48,700.00 48,700.00 03/15/2028 330,000 4.250% 22,109.38 352,109.38 05/15/2028 475,000 4.250% 30,281.25 505,281.25 08/15/2028 785,000 4.000% 48,700.00 833,700.00 09/15/2028 15,096.88 15,096.88 11/15/2028 20,187.50 20,187.50 12/31/2028 1,775,075.01 02/15/2029 33,000.00 33,000.00 03/15/2029 345,000 4.250% 15,096.88 360,096.88 05/15/2029 475,000 4.250% 20,187.50 495,187.50 08/15/2029 810,000 4.000% 33,000.00 843,000.00 09/15/2029 7,765.63 7,765.63 11/15/2029 10,093.75 10,093.75 12/31/2029 1,749,143.76 02/15/2030 16,800.00 16,800.00 03/15/2030 355,000 4.375% 7,765.63 362,765.63 05/15/2030 475,000 4.250% 10,093.75 485,093.75 08/15/2030 840,000 4.000% 16,800.00 856,800.00 12/31/2030 1,721,459.38 20,270,000 6,050,353.26 26,320,353.26 26,320,353.26 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 10 UNREFUNDED BOND DEBT SERVICE Town of Southold Refunding of 2008,2009&2011 Bonds FINAL&VERIFIED NUMBERS Annual Other Period Debt Debt Unrefunded Ending Principal Interest Service Service D/S Total 11/15/2016 124,687.50 124,687.50 0 0 0 0 124,687.50 124,687.50 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 11 BOND PRICING Town of Southold Refunding of 2008,2009&2011 Bonds FINAL&VERIFIED NUMBERS Maturity Yield to Call Call Bond Component Date Amount Rate Yield Price Maturity Date Price Refunding of 2008 Bonds,Ref of 08s: 02/15/2017 405,000 2.000% 0.580% 100.515 02/15/2018 405,000 4.000% 0.670% 104.512 02/15/2019 405,000 4.000% 0.750% 107.600 02/15/2020 400,000 4.000% 0.840% 110.458 02/15/2021 425,000 3.000% 0.920% 108.876 02/15/2022 425,000 4.000% 1.040% 115.402 02/15/2023 425,000 4.000% 1.160% 117.372 02/15/2024 450,000 4.000% 1.290% 118.978 02/15/2025 450,000 4.000% 1.380% 120.627 02/15/2026 445,000 2.000% 1.750% 101.936 C 1.775% 02/15/2025 100.000 02/15/2027 430,000 2.000% 1.920% 100.614 C 1.934% 02/15/2025 100.000 02/15/2028 445,000 2.000% 2.050% 99.494 02/15/2029 435,000 2.125% 2.150% 99.728 02/15/2030 425,000 2.250% 2.250% 100.000 5,970,000 Refunding of 2009 Bonds,Bond Component: 02/15/2017 240,000 2.000% 0.580% 100.515 02/15/2018 235,000 4.000% 0.670% 104.512 02/15/2019 240,000 4.000% 0.750% 107.600 02/15/2020 250,000 4.000% 0.840% 110.458 02/15/2021 260,000 3.000% 0.920% 108.876 02/15/2022 265,000 4.000% 1.040% 115.402 02/15/2023 275,000 4.000% 1.160% 117.372 02/15/2024 300,000 4.000% 1.290% 118.978 02/15/2025 310,000 4.000% 1.380% 120.627 02/15/2026 315,000 2.000% 1.750% 101.936 C 1.775% 02/15/2025 100.000 02/15/2027 325,000 2.000% 1.920% 100.614 C 1.934% 02/15/2025 100.000 02/15/2028 320,000 2.000% 2.050% 99.494 02/15/2029 330,000 2.125% 2.150% 99.728 02/15/2030 330,000 2.250% 2.250% 100.000 3,995,000 Refunding of 2011 Bonds,Bond Component: 02/15/2017 670,000 2.000% 0.580% 100.515 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 12 BOND PRICING Town of Southold Refunding of 2008,2009&2011 Bonds FINAL&VERIFIED NUMBERS Maturity Yield to Call Call Bond Component Date Amount Rate Yield Price Maturity Date Price Refunding of 2011 Bonds,Bond Component: 02/15/2018 640,000 4.000% 0.670% 104.512 02/15/2019 660,000 4.000% 0.750% 107.600 02/15/2020 675,000 4.000% 0.840% 110.458 02/15/2021 705,000 3.000% 0.920% 108.876 02/15/2022 730,000 4.000% 1.040% 115.402 02/15/2023 755,000 4.000% 1.160% 117.372 02/15/2024 775,000 4.000% 1.290% 118.978 02/15/2025 810,000 4.000% 1.380% 120.627 02/15/2026 760,000 2.000% 1.750% 101.936 C 1.775% 02/15/2025 100.000 02/15/2027 770,000 2.000% 1.920% 100.614 C 1.934% 02/15/2025 100.000 02/15/2028 780,000 2.000% 2.050% 99.494 02/15/2029 790,000 2.125% 2.150% 99.728 02/15/2030 805,000 2.250% 2.250% 100.000 10,325,000 20,290,000 Dated Date 10/04/2016 Delivery Date 10/04/2016 First Coupon 02/15/2017 Par Amount 20,290,000.00 Premium 1,537,123.55 Production 21,827,123.55 107.575769% Underwriter's Discount -134,725.60 -0.664000% Purchase Price 21,692,397.95 106.911769% Accrued Interest Net Proceeds 21,692,397.95 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 13 BOND DEBT SERVICE Town of Southold Refunding of 2008,2009&2011 Bonds FINAL&VERIFIED NUMBERS Period Annual Ending Principal Coupon Interest Debt Service Debt Service 02/15/2017 1,315,000 2.000% 226,755.09 1,541,755.09 08/15/2017 298,421.88 298,421.88 12/31/2017 1,840,176.97 02/15/2018 1,280,000 4.000% 298,421.88 1,578,421.88 08/15/2018 272,821.88 272,821.88 12/31/2018 1,851,243.76 02/15/2019 1,305,000 4.000% 272,821.88 1,577,821.88 08/15/2019 246,721.88 246,721.88 12/31/2019 1,824,543.76 02/15/2020 1,325,000 4.000% 246,721.88 1,571,721.88 08/15/2020 220,221.88 220,221.88 12/31/2020 1,791,943.76 02/15/2021 1,390,000 3.000% 220,221.88 1,610,221.88 08/15/2021 199,371.88 199,371.88 12/31/2021 1,809,593.76 02/15/2022 1,420,000 4.000% 199,371.88 1,619,371.88 08/15/2022 170,971.88 170,971.88 12/31/2022 1,790,343.76 02/15/2023 1,455,000 4.000% 170,971.88 1,625,971.88 08/15/2023 141,871.88 141,871.88 12/31/2023 1,767,843.76 02/15/2024 1,525,000 4.000% 141,871.88 1,666,871.88 08/15/2024 111,371.88 111,371.88 12/31/2024 1,778,243.76 02/15/2025 1,570,000 4.000% 111,371.88 1,681,371.88 08/15/2025 79,971.88 79,971.88 12/31/2025 1,761,343.76 02/15/2026 1,520,000 2.000% 79,971.88 1,599,971.88 08/15/2026 64,771.88 64,771.88 12/31/2026 1,664,743.76 02/15/2027 1,525,000 2.000% 64,771.88 1,589,771.88 08/15/2027 49,521.88 49,521.88 12/31/2027 1,639,293.76 02/15/2028 1,545,000 2.000% 49,521.88 1,594,521.88 08/15/2028 34,071.88 34,071.88 12/31/2028 1,628,593.76 02/15/2029 1,555,000 2.125% 34,071.88 1,589,071.88 08/15/2029 17,550.00 17,550.00 12/31/2029 1,606,621.88 02/15/2030 1,560,000 2.250% 17,550.00 1,577,550.00 12/31/2030 1,577,550.00 20,290,000 4,042,080.21 24,332,080.21 24,332,080.21 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 14 ESCROW REQUIREMENTS Town of Southold Refunding of 2008,2009&2011 Bonds FINAL&VERIFIED NUMBERS Period Principal Ending Principal Interest Redeemed Total 02/15/2017 178,168.75 178,168.75, 03/15/2017 215,000.00 81,196.88 296,196.88 05/15/2017 375,000.00 124,687.50 499,687.50 08/15/2017 640,000.00 178,168.75 818,168.75 09/15/2017 76,896.88 76,896.88 11/15/2017 117,187.50 117,187.50 02/15/2018 168,568.75 168,568.75 03/15/2018 225,000.00 76,896.88 301,896.88 05/15/2018 400,000.00 117,187.50 5,300,000.00 5,817,187.50 08/15/2018 650,000.00 168,568.75 818,568.75 09/15/2018 72,396.88 72,396.88 02/15/2019 158,818.75 158,818.75 03/15/2019 230,000.00 72,396.88 3,275,000.00 3,577,396.88 08/15/2019 665,000.00 158,818.75 8,295,000.00 9,118,818.75 3,400,000.00 1,749,959.40 16,870,000.00 22,019,959.40 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 15 PROOF OF ARBITRAGE YIELD Town of Southold Refunding of 2008,2009&2011 Bonds FINAL&VERIFIED NUMBERS Present Value Refunding of 2008 Refunding of 2009 Refunding of 2011 to 10/04/2016 Date Bonds Bonds Bonds Total @ 1.6599365289% 02/15/2017 472,121.58 284,116.98 785,516.53 1,541,755.09 1,532,508.66 08/15/2017 88,178.13 58,218.75 152,025.00 298,421.88 294,190.46 02/15/2018 493,178.13 293,218.75 792,025.00 1,578,421.88 1,543,232.56 08/15/2018 80,078.13 53,518.75 139,225.00 272,821.88 264,543.96 02/15/2019 485,078.13 293,518.75 799,225.00 1,577,821.88 1,517,354.30 08/15/2019 71,978.13 48,718.75 126,025.00 246,721.88 235,313.62 02/15/2020 471,978.13 298,718.75 801,025.00 1,571,721.88 1,486,707.26 08/15/2020 63,978.13 43,718.75 112,525.00 220,221.88 206,595.38 02/15/2021 488,978.13 303,718.75 817,525.00 1,610,221.88 1,498,153.20 08/15/2021 57,603.13 39,818.75 101,950.00 199,371.88 183,969.05 02/15/2022 482,603.13 304,818.75 831,950.00 1,619,371.88 1,481,964.62 08/15/2022 49,103.13 34,518.75 87,350.00 170,971.88 155,176.62 02/15/2023 474,103.13 309,518.75 842,350.00 1,625,971.88 1,463,608.80 08/15/2023 40,603.13 29,018.75 72,250.00 141,871.88 126,653.93 02/15/2024 490,603.13 329,018.75 847,250.00 1,666,871.88 1,475,825.26 08/15/2024 31,603.13 23,018.75 56,750.00 111,371.88 97,795.45 02/15/2025 481,603.13 333,018.75 866,750.00 1,681,371.88 1,464,256.76 08/15/2025 22,603.13 16,818.75 40,550.00 79,971.88 69,071.86 02/15/2026 467,603.13 331,818.75 800,550.00 1,599,971.88 1,370,523.69 08/15/2026 18,153.13 13,668.75 32,950.00 64,771.88 55,026.40 02/15/2027 448,153.13 338,668.75 802,950.00 1,589,771.88 1,339,460.00 08/15/2027 13,853.13 10,418.75 25,250.00 49,521.88 41,381.14 02/15/2028 458,853.13 330,418.75 805,250.00 1,594,521.88 1,321,436.07 08/15/2028 9,403.13 7,218.75 17,450.00 34,071.88 28,004.13 02/15/2029 444,403.13 337,218.75 807,450.00 1,589,071.88 1,295,328.61 08/15/2029 4,781.25 3,712.50 9,056.25 17,550.00 14,188.09 02/15/2030 429,781.25 333,712.50 814,056.25 1,577,550.00 1,264,853.67 7,140,959.20 4,803,891.98 12,387,229.03 24,332,080.21 21,827,123.55 Proceeds Summary Delivery date 10/04/2016 Par Value 20,290,000.00 Premium(Discount) 1,537,123.55 Target for yield calculation 21,827,123.55 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 16 ESCROW DESCRIPTIONS DETAIL Town of Southold Refunding of 2008,2009&2011 Bonds FINAL&VERIFIED NUMBERS Type of CUSIP Maturity . Par Interest Interest Interest Security or ID Date Amount Rate Yield Price Class Frequency Day Basis Universal Proceeds Escrow,Oct 4,2016: TSTRIP-I 912833KL3 02/15/2017 140,000 0.597% 99.783000 Zero Coupon Semiannual ACT/ACT TNote 912828C32 03/15/2017 276,000 0.750% 0.496% 100.113281 Periodic Semiannual ACT/ACT TSTRIP-I 912833KMI 05/15/2017 470,000 0.685% 99.581000 Zero Coupon Semiannual ACT/ACT TNote 912828D49 08/15/2017 810,000 0.875% 0.670% 100.175781 Periodic Semiannual ACT/ACT TNote 912828D98 09/15/2017 57,000 1.000% 0.681% 100.300781 Periodic Semiannual ACT/ACT TNote 912828G20 11/15/2017 88,000 0.875% 0.727% 100.164063 Periodic Semiannual ACT/ACT TSTRIP-I 912833KQ2 02/15/2018 164,000 0.790% 98.930000 Zero Coupon Semiannual ACT/ACT TNote 912828J68 03/15/2018 282,000 1.000% 0.744% 100.367188 Periodic Semiannual ACT/ACT TNote 912828XA3 05/15/2018 5,789,000 1.000% 0.768% 100.371094 Periodic Semiannual ACT/ACT TNote 912828K82 08/15/2018 814,000 1.000% 0.784% 100.398438 Periodic Semiannual ACT/ACT TNote 9128281,40 09/15/2018 54,000 1.000% 0.801% 100.382813 Periodic Semiannual ACT/ACT TNote 9128281`53 02/15/2019 158,000 0.750% 0.860% 99.742188 Periodic Semiannual ACT/ACT TNote 9128281`95 03/15/2019 3,560,000 1.000% 0.864% 100.328125 Periodic Semiannual ACT/ACT TSTRIP-I 912833KW9 08/15/2019 9,118,000 0.937% 97.359225 Zero Coupon Semiannual ACT/ACT 21,780,000 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 17 ESCROW COST DETAIL Town of Southold Refunding of 2008,2009&2011 Bonds FINAL&VERIFIED NUMBERS Type of Maturity Par Accrued Total Security Date Amount Rate Yield Price Cost Interest Cost Universal Proceeds Escrow: TSTRIP-I 02/15/2017 140,000 0.597236% 99.78300000 139,696.20 139,696.20 TNote 03/15/2017 276,000 0.750% 0.496108% 100.11328125 276,312.66 108.65 276,421.31 TSTRIP-I 05/15/2017 470,000 0.684869% 99.58100000 468,030.70 468,030.70 TNote 08/15/2017 810,000 0.875% 0.670481% 100.17578125 811,423.83 962.98 812,386.81 TNote 09/15/2017 57,000 1.000% 0.680908% 100.30078125 57,171.45 29.92 57,201.37 TNote 11/15/2017 88,000 0.875% 0.726753% 100.16406250 88,144.38 297.12 88,441.50 TSTRIP-I 02/15/2018 164,000 0.790166% 98.93000000 162,245.20 162,245.20 TNote 03/15/2018 282,000 1.000% 0.744431% 100.36718750 283,035.47 148.01 283,183.48 TNote 05/15/2018 5,789,000 1.000% 0.768122% 100.37109375 5,810,482.62 22,337.99 5,832,820.61 TNote 08/15/2018 814,000 1.000% 0.784171% 100.39843750 817,243.28 1,105.98 818,349.26 TNote 09/15/2018 54,000 1.000% 0.801455% 100.38281250 54,206.72 28.34 54,235.06 TNote 02/15/2019 158,000 0.750% 0.860331% 99.74218750 157,592.66 161.01 157,753.67 TNote 03/15/2019 3,560,000 1.000% 0.864181% 100.32812500 3,571,681.25 1,868.51 3,573,549.76 TSTRIP-I 08/15/2019 9,118,000 0.936595% 97.35922549 8,877,214.18 8,877,214.18 21,780,000 21,574,480.60 27,048.51 21,601,529.11 Purchase Cost of Cash Total Escrow Date Securities Deposit Escrow Cost Yield Universal Proceeds Escrow: 10/04/2016 21,601,529.11 779.40 21,602,308.51 0.874485% 21,601,529.11 779.40 21,602,308.51 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 18 ESCROW CASH FLOW Town of Southold Refunding of 2008,2009&2011 Bonds FINAL&VERIFIED NUMBERS Present Value Net Escrow to 10/04/2016 Date Principal Interest Receipts @ 0.8744854% 11/15/2016 29,330.00 29,330.00 29,300.87 02/15/2017 140,000.00 8,206.25 148,206.25 147,736.41 03/15/2017 276,000.00 20,800.00 296,800.00 295,644.03 05/15/2017 470,000.00 29,330.00 499,330.00 496,662.41 08/15/2017 810,000.00 8,206.25 818,206.25 812,061.71 09/15/2017 57,000.00 19,765.00 76,765.00 76,133.13 11/15/2017 88,000.00 29,330.00 117,330.00 116;195.13 02/15/2018 164,000.00 4,662.50 168,662.50 166,667.14 03/15/2018 282,000.00 19,480.00 301,480.00 297,696.80 05/15/2018 5,789,000.00 28,945.00 5,817,945.00 5,736,588.23 08/15/2018 814,000.00 4,662.50 818,662.50 805,455.54 09/15/2018 54,000.00 18,070.00 72,070.00 70,855.80 02/15/2019 158,000.00 592.50 158,592.50 155,354.75 03/15/2019 3,560,000.00 17,800.00 3,577,800.00 3,502,209.78 08/15/2019 9,118,000.00 9,118,000.00 8,892,967.39 21,780,000.00 239,180.00 22,019,180.00 21,601,529.11 Escrow Cost Summary Purchase date 10/04/2016 Purchase cost of securities 21,601,529.11 Target for yield calculation 21,601,529.11 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 19 ESCROW SUFFICIENCY Town of Southold Refunding of 2008,2009&2011 Bonds FINAL&VERIFIED NUMBERS Escrow Net Escrow Excess Excess Date Requirement Receipts Receipts Balance 10/04/2016 779.40 779.40 779.40 11/15/2016 29,330.00 29,330.00 30,109.40 02/15/2017 178,168.75 148,206.25 -29,962.50 146.90 03/15/2017 296,196.88 296,800.00 603.12 750.02 05/15/2017 499,687.50 499,330.00 -357.50 392.52 08/15/2017 818,168.75 818,206.25 37.50 430.02 09/15/2017 76,896.88 76,765.00 -131.88 298.14 11/15/2017 117,187.50 117,330.00 142.50 440.64 02/15/2018 168,568.75 168,662.50 93.75 534.39 03/15/2018 301,896.88 301,480.00 -416.88 117.51 05/15/2018 5,817,187.50 5,817,945.00 757.50 875.01 08/15/2018 818,568.75 818,662.50 93.75 968.76 09/15/2018 72,396.88 72,070.00 -326.88 641.88 02/15/2019 158,818.75 158,592.50 -226.25 415.63 03/15/2019 3,577,396.88 3,577,800.00 403.12 818.75 08/15/2019 9,118,818.75 9,118,000.00 -818.75 22,019,959.40 22,019,959.40 0.00 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 20 ESCROW STATISTICS Town of Southold Refunding of 2008,2009&2011 Bonds FINAL&VERIFIED NUMBERS 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 Universal Proceeds Escrow: 21,602,308.51 2.183 0.874485% 0.874324% 21,235,991.29 366,168.73 148.49 21,602,308.51 21,235,991.29 366,168.73 148.49 Delivery date 10/04/2016 Arbitrage yield 1.659937% Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 21 BOND SUMMARY STATISTICS Town of Southold Refunding of 2008,2009&2011 Bonds FINAL&VERIFIED NUMBERS Dated Date 10/04/2016 Delivery Date 10/04/2016 Last Maturity 02/15/2030 Arbitrage Yield 1.659937% True Interest Cost(TIC) 1.756991% Net Interest Cost(NIC) 1.823762% All-In TIC 1.822318% Average Coupon 2.792682% Average Life(years) 7.133 Duration of Issue(years) 6.426 Par Amount 20,290,000.00 Bond Proceeds 21,827,123.55 Total Interest 4,042,080.21 Net Interest 2,639,682.26 Total Debt Service 24,332,080.21 Maximum Annual Debt Service 1,851,243.76 Average Annual Debt Service 1,820,733.50 Underwriter's Fees(per$1000) Average Takedown Other Fee 6.640000 Total Underwriter's Discount 6.640000 Bid Price 106.911769 Par Average Average Bond Component Value Price Coupon Life Ref of 08s 5,970,000.00 107.639 2.811% 6.978 Bond Component 14,320,000.00 107.550 2.785% 7.198 20,290,000.00 7.133 All-In Arbitrage TIC TIC Yield Par Value 20,290,000.00 20,290,000.00 20,290,000.00 +Accrued Interest +Premium(Discount) 1,537,123.55 1,537,123.55 1,537,123.55 -Underwriter's Discount -134,725.60 -134,725.60 -Cost of Issuance Expense -90,000.00 -Other Amounts Target Value 21,692,397.95 21,602,397.95 21,827,123.55 Target Date 10/04/2016 10/04/2016 10/04/2016 Yield 1.756991% 1.822318% 1.659937% Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 22 FORM 8038 STATISTICS Town of Southold Refunding of 2008,2009&2011 Bonds FINAL&VERIFIED NUMBERS Dated Date 10/04/2016 Delivery Date 10/04/2016 Redemption Bond Component Date Principal Coupon Price Issue Price at Maturity Ref of 08s: 02/15/2017 405,000.00 2.000% 100.515 407,085.75 405,000.00 02/15/2018 405,000.00 4.000% 104.512 423,273.60 405,000.00 02/15/2019 405,000.00 4.000% 107.600 435,780.00 405,000.00 02/15/2020 400,000.00 4.000% 110.458 441,832.00 400,000.00 02/15/2021 425,000.00 3.000% 108.876 462,723.00 425,000.00 02/15/2022 425,000.00 4.000% 115.402 490,458.50 425,000.00 02/15/2023 425,000.00 4.000% 117.372 498,831.00 425,000.00 02/15/2024 450,000.00 4.000% 118.978 535,401.00 450,000.00 02/15/2025 450,000.00 4.000% 120.627 542,821.50 450,000.00 02/15/2026 445,000.00 2.000% 101.936 453,615.20 445,000.00 02/15/2027 430,000.00 2.000% 100.614 432,640.20 430,000.00 02/15/2028 445,000.00 2.000% 99.494 442,748.30 445,000.00 02/15/2029 435,000.00 2.125% 99.728 433,816.80 435,000.00 02/15/2030 425,000.00 2.250% 100.000 425,000.00 425,000.00 Bond Component: 02/15/2017 910,000.00 2.000% 100.515 914,686.50 910,000.00 02/15/2018 875,000.00 4.000% 104.512 914,480.00 875,000.00 02/15/2019 900,000.00 4.000% 107.600 968,400.00 900,000.00 02/15/2020 925,000.00 4.000% 110.458 1,021,736.50 925,000.00 02/15/2021 965,000.00 3.000% 108.876 1,050,653.40 965,000.00 02/15/2022 995,000.00 4.000% 115.402 1,148,249.90 995,000.00 02/15/2023 1,030,000.00 4.000% 117.372 1,208,931.60 1,030,000.00 02/15/2024 1,075,000.00 4.000% 118.978 1,279,013.50 1,075,000.00 02/15/2025 1,120,000.00. 4.000% 120.627 1,351,022.40 1,120,000.00 02/15/2026 1,075,000.00 2.000% 101.936 1,095,812.00 1,075,000.00 02/15/2027 1,095,000.00 2.000% 100.614 1,101,723.30 1,095,000.00 02/15/2028 1,100,000.00 2.000% 99.494 1,094,434.00 1,100,000.00 02/15/2029 1,120,000.00 2.125% 99.728 1,116,953.60 1,120,000.00 02/15/2030 1,135,000.00 2.250% 100.000 1,135,000.00 1,135,000.00 20,290,000.00 21,827,123.55 20,290,000.00 Stated Weighted Maturity Interest Issue Redemption Average Date Rate Price at Maturity Maturity Yield Final Maturity 02/15/2030 2.250% 1,560,000.00 1,560,000.00 Entire Issue 21,827,123.55 20,290,000.00 7.0514 1.6599% Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 23 FORM 8038 STATISTICS Town of Southold Refunding of 2008,2009&2011 Bonds FINAL&VERIFIED NUMBERS Proceeds used for accrued interest 0.00 Proceeds used for bond issuance costs(including underwriters'discount) 224,725.60 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 0.00 Proceeds used to advance refund prior issues 21,602,308.51 Remaining weighted average maturity of the bonds to be currently refunded 0.0000 Remaining weighted average maturity of the bonds to be advance refunded 7.4947 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 24 FORM 8038 STATISTICS Town of Southold Refunding of 2008,2009&2011 Bonds FINAL&VERIFIED NUMBERS Refunded Bonds Bond Component Date Principal Coupon Price Issue Price Public Improvement Bonds 2008: 08_BONDS 05/15/2017 375,000.00 4.000% 104.224 3905840.00 08_BONDS 05/15/2018 400,000.00 4.000% 103.334 413,336.00 08_BONDS 05/15/2019 400,000.00 4.000% 102.488 409,952.00 08_BONDS 05/15/2020 400,000.00 4.000% 101.651 406,604.00 08_BONDS 05/15/2021 425,000.00 4.000% 100.821 428,489.25 08_BONDS 05/15/2022 425,000.00 4.000% 100.000 425,000.00 08_BONDS 05/15/2023 4255000.00 4.000% 99.442 422,628.50 08_BONDS 05/15/2024 4505000.00 4.000% 98.835 444,757.50 08_BONDS 05/15/2025 4505000.00 4.125% 99.697 448,636.50 08_BONDS 05/15/2026 4505000.00 4.250% 100.404 451,818.00 08 BONDS 05/15/2027 450,000.00 4.250% 100.000 450,000.00 08 BONDS 05/15/2028 475,000.00 4.250% 99.333 471,831.75 08_BONDS 05/15/2029 4755000.00 4.250% 98.632 468,502.00 08-BONDS 05/15/2030 475,000.00 4.250% 98.245 466,663.75 65075,000.00 6,099,059.25. Pubilc Improvement Bonds 2009: 09_BONDS 03/15/2017 215,000.00 4.000% 106.698 229,400.70 09_BONDS 03/15/2018 2255000.00 4.000% 106.213 2385979.25 09_BONDS 03/15/2019 230,000.00 4.000% 105.484 242,613.20 09_BONDS 03/15/2020 2405000.00 4.000% 102.910 246,984.00 09_BONDS 03/15/2021 250,000.00 4.000% 101.235 253,087.50 09_BONDS 03/15/2022 260,000.00 4.000% 100.409 261,063.40 09_BONDS 03/15/2023 2705000.00 4.000% 100.000 270,000.00 09_BONDS 03/15/2024 2905000.00 4.000% 98.887 2865772.30 09_BONDS 03/15/2025 3005000.00 4.125% 99.132 297,396.00 09_BONDS 03/15/2026 310,000.00 4.125% 97.904 303,502.40 09_BONDS 03/15/2027 3255000.00 4.250% 98.148 318,981.00 09_BONDS 03/15/2028 330,000.00 4.250% 96.829 319,535.70 09-BONDS 03/15/2029 345,000.00 4.250% 95.707 330,189.15 09_BONDS 03/15/2030 355,000.00 4.375% 96.598 3425922.90 359455000.00 3,941,427.50 Public Improvement Bonds 2011: 11 BONDS 08/15/2017 6405000.00 3.000% 106.631 682,438.40 11_BONDS 08/15/2018 6505000.00 3.000% 104.912 681,928.00 11 BONDS 08/15/2019 6655000.00 3.000% 103.655 689,305.75 11 BONDS 08/15/2020 675,000.00 3.000% 101.442 684,733.50 11_BONDS 08/15/2021 7005000.00 3.000% 100.000 700,000.00 11_BONDS 08/15/2022 720,000.00 3.125% 99.300 7145960.00 11_BONDS 08/15/2023 7405000.00 3.250% 99.007 732,651.80 11_BONDS 08/15/2024 7505000.00 3.500% 100.000 750,000.00 11_BONDS 08/15/2025 780,000.00 3.625% 99.722 777,831.60 1]_BONDS 08/15/2026 735,000.00 3.750% 99.425 730,773.75 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 25 FORM 8038 STATISTICS Town of Southold Refunding of 2008,2009&2011 Bonds FINAL&VERIFIED NUMBERS Refunded Bonds Bond Component Date Principal Coupon Price Issue Price Public Improvement Bonds 2011: 11_BONDS 08/15/2027 760,000.00 4.000% 100.687 765,221.20 11_BONDS 08/15/2028 785,000.00 4.000% 100.000 785,000.00 11_BONDS 08/15/2029 810,000.00 4.000% 99.104 802,742.40 11_BONDS 08/15/2030 840,000.00 4.000% 98.029 823,443.60 10,250,000.00 10,321,030.00 20,270,000.00 20,361,516.75 Remaining Last Weighted Call Issue Average Date Date Maturity Public Improvement Bonds 2008 05/15/2018 05/15/2008 7.3322 Pubilc Improvement Bonds 2009 03/15/2019 03/15/2009 7.4614 Public Improvement Bonds 2011 08/15/2019 06/29/2011 7.6035 All Refunded Issues 08/15/2019 7.4947 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 26 NYS EIC Town of Southold Refunding of 2008,2009&2011 Bonds FINAL&VERIFIED NUMBERS Effective Interest Cost 1.65993653% Par 20,290,000.00 Accrued Interest -OID/+OIP 1,537,123.55 Proceeds 21,827,123.55 NPV of Debt Service at EIC Debt Service PV factor to Final at EIC of Date Maturity 1.660% PV of Cashflow 02/15/2017 1,541,755.09 0.9940026602 1,532,508.66 08/15/2017 298,421.88 0.9858206616 294,190.46 02/15/2018 1,578,421.88 0.9777060120 1,543,232.56 08/15/2018 272,821.88 0.9696581570 264,543.96 02/15/2019 1,577,821.88 0.9616765469 1,517,354.30 08/15/2019 246,721.88 0.9537606363 235,313.62 02/15/2020 1,571,721.88 0.9459098844 1,486,707.26 08/15/2020 220,221.88 0.9381237550 206,595.38 02/15/2021 1,610,221.88 0.9304017160 1,498,153.20 08/15/2021 199,371.88 0.9227432399 183,969.05 02/15/2022 1,619,371.88 0.9151478036 1,481,964.62 08/15/2022 170,971.88 0.9076148880 155,176.62 02/15/2023 1,625,971.88 0.9001439787 1,463,608.80 08/15/2023 141,871.88 0.8927345651 126,653.93 02/15/2024 1,666,871.88 0.8853861411 1,475,825.26 08/15/2024 111,371.88 0.8780982047 97,795.45 02/15/2025 1,681,371.88 0.8708702579 1,464,256.76 08/15/2025 79,971.88 0.8637018070 69,071.86 02/15/2026 1,599,971.88 0.8565923623 1,370,523.69 08/15/2026 64,771.88 0.8495414379 55,026.40 02/15/2027 1,589,771.88 0.8425485523 1,339,460.00 08/15/2027 49,521.88 0.8356132277 41,381.14 02/15/2028 1,594,521.88 0.8287349903 1,321,436.07 08/15/2028 34,071.88 0.8219133702 28,004.13 02/15/2029 1,589,071.88 0.8151479013 1,295,328.61 08/15/2029 17,550.00 0.8084381215 14,188.09 02/15/2030 1,577,550.00 0.8017835723 1,264,853.67 24,332,080.21 21,827,123.55 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page,27 PV SAVINGS Town of Southold Refunding of 2008,2009&2011 Bonds FINAL&VERIFIED NUMBERS Dated 10/04/2016 EIC Yield 1.659937% Bond Par 20,290,000.00 PV PV Refunded Refunded Debt Refunding Refunding Debt Gross Date Debt Service Service Debt Service Service Savings PV Savings 02/15/2017 178,168.75 177,100.21 1,541,755.09 1,532,508.66 -1,363,586.34 -1,355,408.45 03/15/2017 296,196.88 294,015.18 296,196.88 294,015.18 05/15/2017 499,687.50 494,642.26 499,687.50 494,642.26 08/15/2017 818,168.75 806,567.66 298,421.88 294,190.46 519,746.87 512,377.20 09/15/2017 76,896.88 75,702.18 76,896.88 75,702.18 11/15/2017 117,187.50 115,049.41 117,187.50 115;049.41 02/15/2018 168,568.75 164,810.68 1,578,421.88 1,543,232.56 -1,409,853.13 -1,378,421.88 03/15/2018 301,896.88 294,760.06 301,896.88 294,760.06 05/15/2018 517,187.50 503,571.90 517,187.50 503,571.90 08/15/2018 818,568.75 793,731.87 272,821.88 264,543.96 545,746.87 529,187.90 09/15/2018 72,396.88 70,103.59 72,396.88 70,103.59 11/15/2018 109,187.50 105,437.90 109,187.50 105,437.90 02/15/2019 158,818.75 152,732.27 1,577,821.88 1,517,354.30 -1,419,003.13 -1,364,622.03 03/15/2019 302,396.88 290,407.65 302,396.88 290,407.65 05/15/2019 509,187.50 487,654.17 509,187.50 487,654.17 08/15/2019 823,818.75 785,725.90 246,721.88 235,313.62 577,096.87 550,412.28 09/15/2019 67,796.88 64,572.98 67,796.88 64,572.98 11/15/2019 101,187.50 96,110.63 101,187.50 96,110.63 02/15/2020 148,843.75 140,792.77 1,571,721.88 1,486,707.26 -1,422,878.13 -1,345,914.49 03/15/2020 307,796.88 290,747.31 307,796.88 290,747.31 05/15/2020 501,187.50 472,123.02 501,187.50 472,123.02 08/15/2020 823,843.75 772,867.39 220,221.88 206,595.38 603,621.87 566,272.02 09/15/2020 62,996.88 59,017.51 62,996.88 59,017.51 11/15/2020 93,187.50 87,060.87 93,187.50 87,060.87 02/15/2021 138,718.75 129,064.16 1,610,221.88 1,498,153.20 -1,471,503.13 -1,369,089.04 03/15/2021 312,996.88 290,811.94 312,996.88 290,811.94 05/15/2021 518,187.50 480,134.18 518,187.50 480,134.18 08/15/2021 838,718.75 773,922.06 199,371.88 183,969.05 639,346.87 589,953.00 09/15/2021 57,996.88 53,442.56 57,996.88 53,442.56 11/15/2021 84,687.50 77,822.53 84,687.50 77,822.53 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 28 PV SAVINGS Town of Southold Refunding of 2008,2009&2011 Bonds FINAL&VERIFIED NUMBERS PV PV Refunded Refunded Debt Refunding Refunding Debt Gross Date Debt Service Service Debt Service Service Savings PV Savings 02/15/2022 128,218.75 117,339.11 1,619,371.88 1,481,964.62 -1,491,153.13 -1,364,625.51 03/15/2022 317,996.88 290,613.53 317,996.88 290,613.53 05/15/2022 509,687.50 464,515.71 509,687.50 464,515.71 08/15/2022 848,218.75 769,855.97 170,971.88 155,176.62 677,246.87 614,679.34 09/15/2022 52,796.88 47,853.27 52,796.88 47,853.27 11/15/2022 76,187.50 68,863.73 76,187.50 68,863.73 02/15/2023 116,968.75 105,288.72 1,625,971.88 1,463,608.80 -1,509,003.13 -1,358,320.08 03/15/2023 322,796.88 290,163.67 322,796.88 290,163.67 05/15/2023 501,187.50 449,280.32 501,187.50 449,280.32 08/15/2023 856,968.75 765,045.62 141,871.88 126,653.93 715,096.87 638,391.69 09/15/2023 47,396.88 42,254.58 47,396.88 42,254.58 11/15/2023 67,687.50 60,177.76 67,687.50 60,177.76 02/15/2024 104,943.75 92,915.74 1,666,871.88 1,475,825.26 -1,561,928.13 -1,382,909.52 03/15/2024 .337,396.88 298,315.29 337,396.88 298,315.29 05/15/2024 517,687.50 456,463.00 517,687.50 456,463.00 08/15/2024 854,943.75 750,724.57 111,371.88 97,795.45 743,571.87 652,929.12 09/15/2024 41,596.88 36,475.86 41,596.88 36,475.86 11/15/2024 58,687.50 51,320.86 58,687.50 51,320.86 02/15/2025 91,818.75 79,962.22 1,681,371.88 1,464,256.76 -1,589,553.13 -1,384,294.54 03/15/2025 341,596.88 297,077.04 341,596.88 297,077.04 05/15/2025 508,687.50 441,173.80 508,687.50 441,173.80 08/15/2025 871,818.75 752,991.43 79,971.88 69,071.86 791,846.87 683,919.57 09/15/2025 35,409.38 30,541.04 35,409.38 30,541.04 11/15/2025 49,406.25 42,496.28 49,406.25 42,496.28 02/15/2026 77,681.25 66,541.17 1,599,971.88 1,370,523.69 -1,522,290.63 -1,303,982.53 03/15/2026 345,409.38 295,467.73 345,409.38 295,467.73 05/15/2026 499,406.25 426,023.30 499,406.25 426,023.30 08/15/2026 812,681.25 690,406.40 64,771.88 55,026.40 747,909.37 635,380.00 09/15/2026 29,015.63 24,616.05 29,015.63 24,616.05 11/15/2026 39,843.75 33,709.32 39,843.75 33,709.32 02/15/2027 63,900.00 53,838.85 1,589,771.88 1,339,460.00 -1,525,871.88 -1,285,621.14 03/15/2027 354,015.63 297,864.74 354,015.63 297,864.74 05/15/2027 489,843.75 411,015.02 489,843.75 411,015.02 08/15/2027 823,900.00 688,461.74 49,521.88 41,381.14 774,378.12 647,080.60 09/15/2027 22,109.38 18,449.46 22,109.38 18,449.46 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 29 PV SAVINGS Town of Southold Refunding of 2008,2009&2011 Bonds FINAL&VERIFIED NUMBERS PV PV Refunded Refunded Debt Refunding Refunding Debt Gross Date Debt Service Service Debt Service Service Savings PV Savings 11/15/2027 30,281.25 25,199.06 30,281.25 25,199.06 02/15/2028 48,700.00 40,359.39 1,594,521.88 1,321,436.07 -1,545,821.88 -1,281,076.68 03/15/2028 352,109.38 291,403.66 352,109.38 291,403.66 05/15/2028 505,281.25 417,017.27 505,281.25 417,017.27 08/15/2028 833,700.00 685,229.18 34,071.88 28,004.13 799,628.12 657,225.04 09/15/2028 15,096.88 12,391.25 15,096.88 12,391.25 11/15/2028 20,187.50 16,523.95 20,187.50 16,523.95 02/15/2029 33,000.00 26,899.88 1,589,071.88 1,295,328.61 -1,556,071.88 -1,268,428.73 03/15/2029 360,096.88 293,128.13 360,096.88 293,128.13 05/15/2029 495,187.50 401,986.32 495,187.50 401,986.32 08/15/2029 843,000.00 681,513.34 17,550.00 14,188.09 825,450.00 667,325.25 09/15/2029 7,765.63 6,269.39 7,765.63 6,269.39 11/15/2029 10,093.75 8,126.52 10,093.75 8,126.52 02/15/2030 16,800.00 13,469.96 1,577,550.00 1,264,853.67 -1,560,750.00 -1,251,383.71 03/15/2030 362,765.63 290,459.12 362,765.63 290,459.12 05/15/2030 485,093.75 387,336.14 485,093.75 387,336.14 08/15/2030 856,800.00 681,313.48 856,800.00 681,313.48 26,320,353.26 23,487,231.71 24,332,080.21 21,827,123.55 1,988,273.05 1,660,108.16 Savings Summary Plus:Rounding Amount 89.44 Less:Contribution Amount PV Savings 1,660,108.16 Net PV Savings 1,660,197.60 Savings% 8.182% Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 30 NYS EIC Town of Southold Refunding of 2008,2009&2011 Bonds FINAL&VERIFIED NUMBERS Effective Interest Cost 1.65993653% Par 20,290,000.00 Accrued Interest -OID/+OIP 1,537,123.55 Proceeds 21,827,123.55 NPV of Debt Service at EIC Debt Service PV factor to Final at EIC of Date Maturity 1.660% PV of Cashflow 02/15/2017 1,541,755.09 0.9940026602 1,532,508.66 08/15/2017 298,421.88 0.9858206616 294,190.46 02/15/2018 1,578,421.88 0.9777060120 1,543,232.56 08/15/2018 272,821.88 0.9696581570 264,543.96 02/15/2019 1,577,821.88 0.9616765469 1,517,354.30 08/15/2019 246,721.88 0.9537606363 235,313.62 02/15/2020 1,571,721.88 0.9459098844 1,486,707.26 08/15/2020 220,221.88 0.9381237550 206,595.38 02/15/2021 1,610,221.88 0.9304017160 1,498,153.20 08/15/2021 199,371.88 0.9227432399 183,969.05 02/15/2022 1,619,371.88 0.9151478036 1,481,964.62 08/15/2022 170,971.88 0.9076148880 155,176.62 02/15/2023 1,625,971.88 0.9001439787 1,463,608.80 08/15/2023 141,871.88 0.8927345651 126,653.93 02/15/2024 1,666,871.88 0.8853861411 1,475,825.26 08/15/2024 111,371.88 0.8780982047 97,795.45 02/15/2025 1,681,371.88 0.8708702579 1,464,256.76 08/15/2025 79,971.88 0.8637018070 69,071.86 02/15/2026 1,599,971.88 0.8565923623 1,370,523.69 08/15/2026 64,771.88 0.8495414379 55,026.40 02/15/2027 1,589,771.88 0.8425485523 1,339,460.00 08/15/2027 49,521.88 0.8356132277 41,381.14 02/15/2028 1,594,521.88 0.8287349903 1,321,436.07 08/15/2028 34,071.88 0.8219133702 28,004.13 02/15/2029 1,589,071.88 0.8151479013 1,295,328.61 08/15/2029 17,550.00 0.8084381215 14,188.09 02/15/2030 1,577,550.00 0.8017835723 1,264,853.67 24,332,080.21 21,827,123.55 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 31 PV SAVINGS Town of Southold Refunding of 2008,2009&2011 Bonds FINAL&VERIFIED NUMBERS Dated 10/04/2016 EIC Yield 1.659937% Bond Par 20,290,000.00 PV PV Refunded Refunded Debt Refunding Refunding Debt Gross Date Debt Service Service Debt Service Service Savings PV Savings 02/15/2017 178,168.75 177,100.21 1,541,755.09 1,532,508.66 -1,363,586.34 -1,355,408.45 03/15/2017 296,196.88 294,015.18 296,196.88 294,015.18 05/15/2017 499,687.50 494,642.26 499,687.50 494,642.26 08/15/2017 818,168.75 806,567.66 298,421.88 294,190.46 519,746.87 512,377.20 09/15/2017 76,896.88 75,702.18 76,896.88 75,702.18 11/15/2017 117,187.50 115,049.41 117,187.50 115,049.41 02/15/2018 168,568.75 164,810.68 1,578,421.88 1,543,232.56 -1,409,853.13 -1,378,421.88 03/15/2018 301,896.88 294,760.06 301,896.88 294,760.06 05/15/2018 517,187.50 503,571.90 517,187.50 503,571.90 08/15/2018 818,568.75 793,731.87 272,821.88 264,543.96 545,746.87 529,187.90 09/15/2018 72,396.88 70,103.59 72,396.88 70,103.59 11/15/2018 109,187.50 105,437.90 109,187.50 105,437.90 02/15/2019 158,818.75 152,732.27 1,577,821.88 1,517,354.30 -1,419,003.13 -1,364,622.03 03/15/2019 302,396.88 290,407.65 302,396.88 290,407.65 05/15/2019 509,187.50 487,654.17 509,187.50 487,654.17 08/15/2019 823,818.75 785,725.90 246,721.88 235,313.62 577,096.87 550,412.28 09/15/2019 67,796.88 64,572.98 67,796.88 64,572.98 11/15/2019 101,187.50 96,110.63 101,187.50 96,110.63 02/15/2020 148,843.75 140,792.77 1,571,721.88 1,486,707.26 -1,422,878.13 -1,345,914.49 03/15/2020 307,796.88 290,747.31 307,796.88 290,747.31 05/15/2020 501,187.50 472,123.02 501,187.50 472,123.02 08/15/2020 823,843.75 772,867.39 220,221.88 206,595.38 603,621.87 566,272.02 09/15/2020 62,996.88 59,017.51 62,996.88 59,017.51 11/15/2020 93,187.50 87,060.87 93,187.50 87,060.87 02/15/2021 138,718.75 129,064.16 1,610,221.88 1,498,153.20 -1,471,503.13 -1,369,089.04 03/15/2021 312,996.88 290,811.94 312,996.88 290,811.94 05/15/2021 518,187.50 480,134.18 518,187.50 480,134.18 08/15/2021 838,718.75 773,922.06 199,371.88 183,969.05 639,346.87 589,953.00 09/15/2021 57,996.88 53,442.56 57,996.88 53,442.56 11/15/2021 84,687.50 77,822.53 84,687.50 77,822.53 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 32 PV SAVINGS Town of Southold Refunding of 2008,2009&2011 Bonds FINAL&VERIFIED NUMBERS PV PV Refunded Refunded Debt Refunding Refunding Debt Gross Date Debt Service Service Debt Service Service Savings PV Savings 02/15/2022 128,218.75 117,339.11 1,619,371.88 1,481,964.62 -1,491,153.13 -1,364,625.51 03/15/2022 317,996.88 290,613.53 317,996.88 290,613.53 05/15/2022 509,687.50 464,515.71 509,687.50 464,515.71 08/15/2022 848,218.75 769,855.97 170,971.88 155,176.62 677,246.87 614,679.34 09/15/2022 52,796.88 47,853.27 52,796.88 47,853.27 11/15/2022 76,187.50 68,863.73 76,187.50 68,863.73 02/15/2023 116,968.75 105,288.72 1,625,971.88 1,463,608.80 -1,509,003.13 -1,358,320.08 03/15/2023 322,796.88 290,163.67 322,796.88 290,163.67 05/15/2023 501,187.50 449,280.32 501,187.50 449,280.32 08/15/2023 856,968.75 765,045.62 141,871.88 126,653.93 715,096.87 638,391.69 09/15/2023 47,396.88 42,254.58 47,396.88 42,254.58 11/15/2023 67,687.50 60,177.76 67,687.50 60,177.76 02/15/2024 104,943.75 92,915.74 1,666,871.88 1,475,825.26 -1,561,928.13 -1,382,909.52 03/15/2024 337,396.88 298,315.29 337,396.88 298,315.29 05/15/2024 517,687.50 456,463.00 517,687.50 456,463.00 08/15/2024 854,943.75 750,724.57 111,371.88 97,795.45 743,571.87 652,929.12 09/15/2024 41,596.88 36,475.86 41,596.88 36,475.86 11/15/2024 58,687.50 51,320.86 58,687.50 51,320.86 02/15/2025 91,818.75 79,962.22 1,681,371.88 1,464,256.76 -1,589,553.13 -1,384,294.54 03/15/2025 341,596.88 297,077.04 341,596.88 297,077.04 05/15/2025 508,687.50 441,173.80 508,687.50 441,173.80 08/15/2025 871,818.75 752,991.43 79,971.88 69,071.86 791,846.87 683,919.57 09/15/2025 35,409.38 30,541.04 35,409.38 30,541.04 11/15/2025 49,406.25 42,496.28 49,406.25 42,496.28 02/15/2026 77,681.25 66,541.17 1,599,971.88 1,370,523.69 -1,522,290.63 -1,303,982.53 03/15/2026 345,409.38 295,467.73 345,409.38 295,467.73 05/15/2026 499,406.25 426,023.30 499,406.25 426,023.30 08/15/2026 812,681.25 690,406.40 64,771.88 55,026.40 747,909.37 635,380.00 09/15/2026 29,015.63 24,616.05 29,015.63 24,616.05 11/15/2026 39,843.75 33,709.32 39,843.75 33,709.32 02/15/2027 63,900.00 53,838.85 1,589,771.88 1,339,460.00 -1,525,871.88 -1,285,621.14 03/15/2027 354,015.63 297,864.74 354,015.63 297,864.74 05/15/2027 489,843.75 411,015.02 489,843.75 411,015.02 08/15/2027 823,900.00 688,461.74 49,521.88 41,381.14 774,378.12 647,080.60 09/15/2027 22,109.38 18,449.46 22,109.38 18,449.46 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 33 PV SAVINGS Town of Southold Refunding of 2008,2009&2011 Bonds FINAL&VERIFIED NUMBERS PV PV Refunded Refunded Debt Refunding Refunding Debt Gross Date Debt Service Service Debt Service Service Savings PV Savings 11/15/2027 30,281.25 25,199.06 30,281.25 25,199.06 02/15/2028 48,700.00 40,359.39 1,594,521.88 1,321,436.07 -1,545,821.88 -1,281,076.68 03/15/2028 352,109.38 291,403.66 352,109.38 291,403.66 05/15/2028 505,281.25 417,017.27 505,281.25 417,017.27 08/15/2028 833,700.00 685,229.18 34,071.88 28,004.13 799,628.12 657,225.04 09/15/2028 15,096.88 12,391.25 15,096.88 12,391.25 11/15/2028 20,187.50 16,523.95 20,187.50 16,523.95 02/15/2029 33,000.00 26,899.88 1,589,071.88 1,295,328.61 -1,556,071.88 -1,268,428.73 03/15/2029 360,096.88 293,128.13 360,096.88 293,128.13 05/15/2029 495,187.50 401,986.32 495,187.50 401,986.32 08/15/2029 843,000.00 681,513.34 17,550.00 14,188.09 825,450.00 667,325.25 09/15/2029 7,765.63 6,269.39 7,765.63 6,269.39 11/15/2029 10,093.75 8,126.52 10,093.75 8,126.52 02/15/2030 16,800.00 13,469.96 1,577,550.00 1,264,853.67 -1,560,750.00 -1,251,383.71 03/15/2030 362,765.63 290,459.12 362,765.63 290,459.12 05/15/2030 485,093.75 387,336.14 485,093.75 387,336.14 08/15/2030 856,800.00 681,313.48 856,800.00 681,313.48 26,320,353.26 23,487,231.71 24,332,080.21 21,827,123.55 1,988,273.05 1,660,108.16 Savings Summary Plus:Rounding Amount 89.44 Less:Contribution Amount PV Savings 1,660,108.16 Net PV Savings 1,660,197.60 Savings% 8.182% Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 34 SOURCES AND USES OF FUNDS Town of Southold Refunding of 2008 Bonds FINAL&VERIFIED NUMBERS Dated Date 10/04/2016 Delivery Date 10/04/2016 Sources: Bond Proceeds: Par Amount 5,970,000.00 Net Premium 456,026.85 6,426,026.85 Uses: Refunding Escrow Deposits: PV cost of cashflows 6,348,913.84 Delivery Date Expenses: Cost of Issuance 26,481.03 Underwriter's Discount 39,640.80 66,121.83 Other Uses of Funds: Additional Proceeds 10,991.18 6,426,026.85 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 35 SUMMARY OF REFUNDING RESULTS Town of Southold Refunding of 2008 Bonds FINAL&VERIFIED NUMBERS Dated Date 10/04/2016 Delivery Date 10/04/2016 Arbitrage yield 1.659937% Escrow yield 0.874485% Value of Negative Arbitrage 75,178.31 Bond Par Amount 5,970,000.00 True Interest Cost 1.743645% Net Interest Cost 1.811378% Average Coupon 2.810926% Average Life 6.978 Par amount of refunded bonds 6,075,000.00 Average coupon of refunded bonds 4.096750% Average life of refunded bonds 7.392 PV of prior debt to 10/04/2016 @ 1.659937% 7,080,835.22 Net PV Savings 671,941.50 Percentage savings of refunded bonds 11.060765% Percentage savings of refunding bonds 11.255302% Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 36 SAVINGS Town of Southold Refunding of 2008 Bonds FINAL&VERIFIED NUMBERS Present Value Prior Refunding Annual to 10/04/2016 Date Debt Service Debt Service Savings Savings @ 1.6599365% 02/15/2017 472,121.58 472,121.58 -469,290.11 05/15/2017 499,687.50 499,687.50 494,642.26 08/15/2017 88,178.13 -88,178.13 -86,927.82 11/15/2017 117,187.50 117,187.50 115,049.41 12/31/2017 56,575.29 02/15/2018 493,178.13 -493,178.13 -482,183.22 05/15/2018 517,187.50 517,187.50 503,571.90 08/15/2018 80,078.13 -80,078.13 -77,648.41 11/15/2018 109,187.50 109,187.50 105,437.90 12/31/2018 53,118.74 02/15/2019 485,078.13 485,078.13 -466,488.26 05/15/2019 509,187.50 509,187.50 487,654.17 08/15/2019 71,978.13 -71,978.13 -68,649.91 11/15/2019 101,187.50 101,187.50 96,110.63 12/31/2019 53,318.74 02/15/2020 471,978.13 -471,978.13 -446,448.78 05/15/2020 501,187.50 501,187.50 472,123.02 08/15/2020 63,978.13 -63,978.13 -60,019.40 11/15/2020 93,187.50 93,187.50 87,060.87 12/31/2020 58,418.74 02/15/2021 488,978.13 -488,978.13 -454,946.09 05/15/2021 518,187.50 518,187.50 480,134.18 08/15/2021 57,603.13 -57,603.13 -53,152.90 11/15/2021 84,687.50 84,687.50 77,822.53 12/31/2021 56,293.74 02/15/2022 482,603.13 -482,603.13 -441,653.19 05/15/2022 509,687.50 509,687.50 464,515.71 08/15/2022 49,103.13 49,103.13 44,566.73 11/15/2022 76,187.50 76,187.50 68,863.73 12/31/2022 54,168.74 02/15/2023 474,103.13 -474,103.13 -426,761.08 05/15/2023 501,187.50 501,187.50 449,280.32 08/15/2023 40,603.13 -40,603.13 -36,247.82 11/15/2023 67,687.50 67,687.50 60,177.76 12/31/2023 54,168.74 02/15/2024 490,603.13 -490,603.13 -434,373.21 05/15/2024 517,687.50 517,687.50 456,463.00 08/15/2024 31,603.13 -31,603.13 -27,750.65 11/15/2024 58,687.50 58,687.50 51,320.86 12/31/2024 54,168.74 02/15/2025 481,603.13 481,603.13 -419,413.84 05/15/2025 508,687.50 508,687.50 441,173.80 08/15/2025 22,603.13 -22,603.13 -19,522.36 11/15/2025 49,406.25 49,406.25 42,496.28 12/31/2025 53,887.49 02/15/2026 467,603.13 -467,603.13 -400,545.27 05/15/2026 499,406.25 499,406.25 426,023.30 08/15/2026 18,153.13 -18,153.13 -15,421.84 11/15/2026 39,843.75 39,843.75 33,709.32 12/31/2026 53,493.74 02/15/2027 448,153.13 -448,153.13 -377,590.77 05/15/2027 489,843.75 489,843.75 411,015.02 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 37 SAVINGS Town of Southold Refunding of 2008 Bonds FINAL&VERIFIED NUMBERS Present Value Prior Refunding Annual to 10/04/2016 Date Debt Service Debt Service Savings Savings @ 1.6599365% 08/15/2027 13,853.13 -13,853.13 -11,575.86 11/15/2027 30,281.25 30,281.25 25,199.06 12/31/2027 58,118.74 02/15/2028 458,853.13 -458,853.13 -380,267.64 05/15/2028 505,281.25 505,281.25 417,017.27 08/15/2028 9,403.13 -9,403.13 -7,728.56 11/15/2028 20,187.50 20,187.50 16,523.95 12/31/2028 57,212.49 02/15/2029 444,403.13 -444,403.13 -362,254.28 05/15/2029 495,187.50 495,187.50 401,986.32 08/15/2029 4,781.25 -4,781.25 -3,865.34 11/15/2029 10,093.75 10,093.75 8,126.52 12/31/2029 56,096.87 02/15/2030 429,781.25 -429,781.25 -344,591.55 05/15/2030 485,093.75 485,093.75 387,336.14 12/31/2030 55,312.50 7,915,312.50 7,140,959.20 774,353.30 774,353.30 660,950.32 Savings Summary PV of savings from cash flow 660,950.32 Plus:Refunding funds on hand 10,991.18 Net PV Savings 671,941.50 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 38 BOND PRICING Town of Southold Refunding of 2008 Bonds FINAL&VERIFIED NUMBERS Maturity Yield to Call Call Bond Component Date Amount Rate Yield Price Maturity Date Price Ref of 08s: 02/15/2017 405,000 2.000% 0.580% 100.515 02/15/2018 405,000 4.000% 0.670% 104.512 02/15/2019 405,000 4.000% 0.750% 107.600 02/15/2020 400,000 4.000% 0.840% 110.458 02/15/2021 425,000 3.000% 0.920% 108.876 02/15/2022 425,000 4.000% 1.040% 115.402 02/15/2023 425,000 4.000% 1.160% 117.372 02/15/2024 450,000 4.000% 1.290% 118.978 02/15/2025 450,000 4.000% 1.380% 120.627 02/15/2026 445,000 2.000% 1.750% 101.936 C 1.775% 02/15/2025 100.000 02/15/2027 430,000 2.000% 1.920% 100.614 C 1.934% 02/15/2025 100.000 02/15/2028 445,000 2.000% 2.050% 99.494 02/15/2029 435,000 2.125% 2.150% 99.728 02/15/2030 425,000 2.250% 2.250% 100.000 5,970,000 Dated Date 10/04/2016 Delivery Date 10/04/2016 First Coupon 02/15/2017 Par Amount 5,970,000.00 Premium 456,026.85 Production 6,426,026.85 107.638641% Underwriter's Discount -39,640.80 -0.664000% Purchase Price 6,386,386.05 106.974641% Accrued Interest Net Proceeds 6,386,386.05 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 39 BOND DEBT SERVICE Town of Soutbold Refunding of 2008 Bonds FINAL&VERIFIED NUMBERS Period Annual Ending Principal Coupon Interest Debt Service Debt Service 02/15/2017 405,000 2.000% 67,121.58 472,121.58 08/15/2017 88,178.13 88,178.13 12/31/2017 560,299.71 02/15/2018 405,000 4.000% 88,178.13 493,178.13 08/15/2018 80,078.13 80,078.13 12/31/2018 573,256.26 02/15/2019 405,000 4.000% 80,078.13 485,078.13 08/15/2019 71,978.13 71,978.13 12/31/2019 557,056.26 02/15/2020 400,000 4.000% 71,978.13 471,978.13 08/15/2020 63,978.13 63,978.13 12/31/2020 535,956.26 02/15/2021 425,000 3.000% 63,978.13 488,978.13 08/15/2021 57,603.13 57,603.13 12/31/2021 546,581.26 02/15/2022 425,000 4.000% 57,603.13 482,603.13 08/15/2022 49,103.13 49,103.13 12/31/2022 531,706.26 02/15/2023 425,000 4.000% 49,103.13 474,103.13 08/15/2023 40,603.13 40,603.13 12/31/2023 514,706.26 02/15/2024 450,000 4.000% 40,603.13 490,603.13 08/15/2024 31,603.13 31,603.13 12/31/2024 522,206.26 02/15/2025 450,000 4.000% 31,603.13 481,603.13 08/15/2025 22,603.13 22,603.13 12/31/2025 504,206.26 02/15/2026 445,000 2.000% 22,603.13 467,603.13 08/15/2026 18,153.13 18,153.13 12/31/2026 485,756.26 02/15/2027 430,000 2.000% 18,153.13 448,153.13 08/15/2027 13,853.13 13,853.13 12/31/2027 462,006.26 02/15/2028 445,000 2.000% 13,853.13 458,853.13 08/15/2028 9,403.13 9,403.13 12/31/2028 468,256.26 02/15/2029 435,000 2.125% 9,403.13 444,403.13 08/15/2029 4,781.25 4,781.25 12/31/2029 449,184.38 02/15/2030 425,000 2.250% 4,781.25 429,781.25 12/31/2030 429,781.25 5,970,000 1,170,959.20 7,140,959.20 7,140,959.20 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 40 PRIOR BOND DEBT SERVICE Town of Southold Refunding of 2008 Bonds FINAL&VERIFIED NUMBERS Period Annual Ending Principal Coupon Interest Debt Service Debt Service 05/15/2017 375,000 4.000% 124,687.50 499,687.50 11/15/2017 117,187.50 117,187.50 12/31/2017 616,875.00 05/15/2018 400,000 4.000% 117,187.50 517,187.50 11/15/2018 109,187.50 109,187.50 12/31/2018 626,375.00 05/15/2019 400,000 4.000% 109,187.50 509,187.50 11/15/2019 101,187.50 101,187.50 12/31/2019 610,375.00 05/15/2020 400,000 4.000% 101,187.50 501,187.50 11/15/2020 93,187.50 93,187.50 12/31/2020 594,375.00 05/15/2021 425,000 4.000% 93,187.50 518,187.50 11/15/2021 84,687.50 84,687.50 12/31/2021 602,875.00 05/15/2022 425,000 4.000% 84,687.50 509,687.50 11/15/2022 76,187.50 76,187.50 12/31/2022 585,875.00 05/15/2023 425,000 4.000% 76,187.50 501,187.50 11/15/2023 67,687.50 67,687.50 12/31/2023 568,875.00 05/15/2024 450,000 4.000% 67,687.50 517,687.50 11/15/2024 58,687.50 58,687.50 12/31/2024 576,375.00 05/15/2025 450,000 4.125% 58,687.50 508,687.50 11/15/2025 49,406.25 49,406.25 12/31/2025 558,093.75 05/15/2026 450,000 4.250% 49,406.25 499,406.25 11/15/2026 39,843.75 39,843.75 12/31/2026 539,250.00 05/15/2027 450,000 4.250% 39,843.75 489,843.75 11/15/2027 30,281.25 30,281.25 12/31/2027 520,125.00 05/15/2028 475,000 4.250% 30,281.25 505,281.25 11/15/2028 20,187.50 20,187.50 12/31/2028 525,468.75 05/15/2029 475,000 4.250% 20,187.50 495,187.50 11/15/2029 10,093.75 10,093.75 12/31/2029 505,281.25 05/15/2030 475,000 4.250% 10,093.75 485,093.75 12/31/2030 485,093.75 6,075,000 1,840,312.50 7,915,312.50 7,915,312.50 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 41 SUMMARY OF BONDS REFUNDED Town of Southold Refunding of 2008 Bonds FINAL&VERIFIED NUMBERS Maturity Interest Par Call Call Bond Date Rate Amount Date Price Public Improvement Bonds 2008,2008BOND: 08_BONDS 05/15/2017 4.000% 375,000.00 05/15/2018 4.000% 400,000.00 05/15/2019 4.000% 400,000.00 05/15/2018 100.000 05/15/2020 4.000% 400,000.00 05/15/2018 100.000 05/15/2021 4.000% 425,000.00 05/15/2018 100.000 05/15/2022 4.000% 425,000.00 05/15/2018 100.000 05/15/2023 4.000% 425,000.00 05/15/2018 100.000 05/15/2024 4.000% 450,000.00 05/15/2018 100.000 05/15/2025 4.125% 450,000.00 05/15/2018 100.000 05/15/2026 4.250% 450,000.00 05/15/2018 100.000- 05/15/2027 4.250% 450,000.00 05/15/2018 100.000 05/15/2028 4.250% 475,000.00 05/15/2018 100.000 05/15/2029 4.250% 475,000.00 05/15/2018 100.000 05/15/2030 4.250% 475,000.00 05/15/2018 100.000 6,075,000.00 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 42 ESCROW DESCRIPTIONS Town of Southold Refunding of 2008 Bonds FINAL&VERIFIED NUMBERS Type of Maturity Par Security Date Amount Rate Cashflow 6,348,913.84 6,348,913.84 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 43 ESCROW COST Town of Southold Refunding of 2008 Bonds FINAL&VERIFIED NUMBERS Type of Maturity Paz Total Security Date Amount Rate Cost Cashflow 6,348,913.84 6,348,913.84 6,348,913.84 6,348,913.84 Purchase Cost of Cash Total Date Securities Deposit Escrow Cost Yield 10/04/2016 6,348,913.84 6,348,913.84 0.874485% 6,348,913.84 0.00 6,348,913.84 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 44 ESCROW CASH FLOW Town of Southold Refunding of 2008 Bonds FINAL&VERIFIED NUMBERS Present Value Net Escrow to 10/04/2016 Date Principal Receipts @ 0.8744854% 03/15/2017 357.50 357.50 356.11 05/15/2017 499,330.00 499,330.00 496,662.41 11/15/2017 117,187.50 117,187.50 116,054.01 05/15/2018 5,817,187.50 5,817,187.50 5,735,841.32 6,434,062.50 6,434,062.50 6,348,913.84 Escrow Cost Summary Purchase date 10/04/2016 Purchase cost of securities 6,348,913.84 Target for yield calculation 6,348,913.84 1 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 45 ESCROW SUFFICIENCY Town of Southold Refunding of 2008 Bonds FINAL&VERIFIED NUMBERS Escrow Net Escrow Excess Excess Date Requirement Receipts Receipts Balance 03/15/2017 357.50 357.50 357.50 05/15/2017 499,687.50 499,330.00 -357.50 11/15/2017 117,187.50 117,187.50 05/15/2018 5,817,187.50 5,817,187.50 6,434,062.50 6,434,062.50 0.00 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 46 ESCROW STATISTICS Town of Southold Refunding of 2008 Bonds FINAL&VERIFIED NUMBERS Adjusted Adjusted Modified Yield to Yield to Yield To Yield To Perfect Value of Total Duration Receipt Disbursement Receipt Disbursement Escrow Negative Cost of Escrow Cost (years) Date Date Date Date Cost Arbitrage Dead Time' 6,348,913.84 2.183 0.874485% 0.874324% 0:874485% 0.874324% 21,235,991.29 75,178.31 148.49 6,348,913.84 21,235,991.29 75,178.31 148.49 Delivery date 10/04/2016 Arbitrage yield 1.659937% Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 47 PROOF OF COMPOSITE ESCROW YIELD Town of Southold Refunding of 2008 Bonds FINAL&VERIFIED NUMBERS All restricted escrows funded by proceeds Present Value Security to 10/04/2016 Date Receipts @ 0.8744854431% 03/15/2017 357.50 356.11 05/15/2017 499,330.00 496,662.41 11/15/2017 117,187.50 116,054.01 05/15/2018 5,817,187.50 5,735,841.32 6,434,062.50 6,348,913.84 Escrow Cost Summary Purchase date 10/04/2016 Purchase cost of securities 6,348,913.84 Target for yield calculation 6,348,913.84 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 48 PROOF OF ARBITRAGE YIELD Town of Southold Refunding of 2008 Bonds FINAL&VERIFIED NUMBERS Present Value to 10/04/2016 Date Debt Service @ 1.6599365289% 02/15/2017 472,121.58 469,290.11 08/15/2017 88,178.13 86,927.82 02/15/2018 493,178.13 482,183.22 08/15/2018 80,078.13 77,648.41 02/15/2019 485,078.13 466,488.26 08/15/2019 71,978.13 68,649.91 02/15/2020 471,978.13 446,448.78 08/15/2020 63,978.13 60,019.40 02/15/2021 488,978.13 454,946.09 08/15/2021 57,603.13 53,152.90 02/15/2022 482,603.13 441,653.19 08/15/2022 49,103.13 44,566.73 02/15/2023 474,103.13 426,761.08 08/15/2023 40,603.13 36,247.82 02/15/2024 490,603.13 434,373.21 08/15/2024 31,603.13 27,750.65 02/15/2025 481,603.13 419,413.84 08/15/2025 22,603.13 19,522.36 02/15/2026 467,603.13 400,545.27 08/15/2026 18,153.13 15,421.84 02/15/2027 448,153.13 377,590.77 08/15/2027 13,853.13 11,575.86 02/15/2028 458,853.13 380,267.64 08/15/2028 9,403.13 7,728.56 02/15/2029 444,403.13 362,254.28 08/15/2029 4,781.25 3,865.34 02/15/2030 429,781.25 344,591.55 7,140,959.20 6,419,884.90 Proceeds Summary Delivery date 10/04/2016 Par Value 5,970,000.00 Premium(Discount) 456,026.85 Target for yield calculation 6,426,026.85 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 49 BOND SUMMARY STATISTICS Town of Southold Refunding of 2008 Bonds FINAL&VERIFIED NUMBERS Dated Date 10/04/2016 Delivery Date 10/04/2016 Last Maturity 02/15/2030 Arbitrage Yield 1.659937% True Interest Cost(TIC) 1.743645% Net Interest Cost(NIC) 1.811378% All-In TIC 1.810275% Average Coupon 2.810926% Average Life(years) 6.978 Duration of Issue(years) 6.297 Par Amount 5,970,000.00 Bond Proceeds 6,426,026.85 Total Interest 1,170,959.20 Net Interest 754,573.15 Total Debt Service 7,140,959.20 Maximum Annual Debt Service 573,256.26 Average Annual Debt Service 534,347.39 Underwriter's Fees(per$1000) Average Takedown Other Fee 6.640000 Total Underwriter's Discount 6.640000 Bid Price 106.974641 Par Average Average Bond Component Value Price Coupon Life Ref of 08s 5,970,000.00 107.639 2.811% 6.978 5,970,000.00 6.978 All-In Arbitrage TIC TIC Yield Par Value 5,970,000.00 5,970,000.00 5,970,000.00 +Accrued Interest +Premium(Discount) 456,026.85 456,026.85 456,026.85 -Underwriter's Discount -39,640.80 -39,640.80 -Cost of Issuance Expense -26,481.03 -Other Amounts Target Value 6,386,386.05 6,359,905.02 6,426,026.85 Target Date 10/04/2016 10/04/2016 10/04/2016 Yield 1.743645% 1.810275% 1.659937% Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 50 FORM 8038 STATISTICS Town of Southold Refunding of 2008 Bonds FINAL&VERIFIED NUMBERS Dated Date 10/04/2016 Delivery Date 10/04/2016 Redemption Bond Component Date Principal Coupon Price Issue Price at Maturity Ref of 08s: 02/15/2017 405,000.00 2.000% 100.515 407,085.75 405,000.00 02/15/2018 405,000.00 4.000% 104.512 423,273.60 405,000.00 02/15/2019 405,000.00 4.000% 107.600 435,780.00 405,000.00 02/15/2020 400,000.00 4.000% 110.458 441,832.00 400,000.00 02/15/2021 425,000.00 3.000% 108.876 462,723.00 425,000.00 02/15/2022 425,000.00 4.000% 115.402 490,458.50 425,000.00 02/15/2023 425,000.00 4.000% 117.372 498,831.00 425,000.00 02/15/2024 450,000.00 4.000% 118.978 535,401.00 450,000.00 02/15/2025 450,000.00 4.000% 120.627 542,821.50 450,000.00 02/15/2026 445,000.00 2.000% 101.936 453,615.20 445,000.00 02/15/2027 430,000.00 2.000% 100.614 432,640.20 430,000.00 02/15/2028 445,000.00 2.000% 99.494 442,748.30 445,000.00 02/15/2029 435,000.00 2.125% 99.728 433,816.80 435,000.00 02/15/2030 425,000.00 2.250% 100.000 425,000.00 425,000.00 5,970,000.00 6,426,026.85 5,970,000.00 Stated Weighted Maturity Interest Issue Redemption Average Date Rate Price at Maturity Maturity Yield Final Maturity 02/15/2030 2.250% 425,000.00 425,000.00 Entire Issue 6,426,026.85 5,970,000.00 6.9024 1.6599% Proceeds used for accrued interest 0.00 Proceeds used for bond issuance costs(including underwriters'discount) 66,121.83 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 0.00 Proceeds used to advance refund prior issues 6,348,913.84 Remaining weighted average maturity of the bonds to be currently refunded 0.0000 Remaining weighted average maturity of the bonds to be advance refunded 7.3322 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 51 FORM 8038 STATISTICS Town of Southold Refunding of 2008 Bonds FINAL&VERIFIED NUMBERS Refunded Bonds Bond Component Date Principal Coupon Price Issue Price Public Improvement Bonds 2008: 08 BONDS 05/15/2017 375,000.00 4.000% 104.224 390,840.00 08TBONDS 05/15/2018 400,000.00 4.000% 103.334 413,336.00 08^BONDS 05/15/2019 400,000.00 4.000% 102.488 409,952.00 08 BONDS 05/15/2020 400,000.00 4.000% 101.651 406,604.00 08 BONDS 05/15/2021 425,000.00 4.000% 100.821 428,489.25 08 BONDS 05/15/2022 425,000.00 4.000% 100.000 425,000.00 08 BONDS 05/15/2023 425,000.00 4.000% 99.442 422,628.50 08 BONDS 05/15/2024 450,000.00 4.000% 98.835 444,757.50 08 BONDS 05/15/2025 450,000.00 4.125% 99.697 448,636.50 08 BONDS 05/15/2026 450,000.00 4.250% 100.404 451,818.00 08 BONDS 05/15/2027 450,000.00 4.250% 100.000 450,000.00 08_BONDS 05/15/2028 475,000.00 4.250% 99.333 471,831.75 08_BONDS 05/15/2029 475,000.00 4.250% 98.632 468,502.00 08—BONDS 05/15/2030 475,000.00 4.250% 98.245 466,663.75 6,075,000.00 6,099,059.25 Remaining Last Weighted Call Issue Average Date Date Maturity Public Improvement Bonds 2008 05/15/2018 05/15/2008 7.3322 All Refunded Issues 05/15/2018 7.3322 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 52 SOURCES AND USES OF FUNDS Town of Southold Refunding of 2009 Bonds FINAL&VERIFIED NUMBERS Dated Date 10/04/2016 Delivery Date 10/04/2016 Sources: Bond Proceeds: Par Amount 3,995,000.00 Net Premium 294,344.90 4,289,344.90 Uses: Refunding Escrow Deposits: PV cost of cashflows 4,2425408.61 Delivery Date Expenses: Cost of Issuance 175720.55 Underwriter's Discount 26,526.80 44,247.35 Other Uses of Funds: Additional Proceeds 25688.94 4,289,344.90 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 53 SUMMARY OF REFUNDING RESULTS Town of Southold Refunding of 2009 Bonds FINAL&VERIFIED NUMBERS Dated Date 10/04/2016 Delivery Date 10/04/2016 Arbitrage yield 1.659937% Escrow yield 0.874485% Value of Negative Arbitrage 72,263.75 Bond Par Amount 3,995,000.00 True Interest Cost 1.778063% Net Interest Cost 1.842346% Average Coupon 2.754262% Average Life 7.351 Par amount of refunded bonds 3,945,000.00 Average coupon of refunded bonds 4.178325% Average life of refunded bonds 7.590 PV of prior debt to 10/04/2016 @ 1.659937% 4,646,924.77 Net PV Savings 353,622.89 Percentage savings of refunded bonds 8.963825% Percentage savings of refunding bonds 8.851637% Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 54 SAVINGS Town of Southold Refunding of 2009 Bonds FINAL&VERIFIED NUMBERS Present Value Prior Refunding Annual to 10/04/2016 Date Debt Service Debt Service Savings Savings @ 1.6599365% 02/15/2017 284,116.98 -284,116.98 -282,413.03 03/15/2017 296,196.88 296,196.88 294,015.18 08/15/2017 58,218.75 -58,218.75 -57,393.25 09/15/2017 76,896.88 76,896.88 75,702.18 12/31/2017 30,758.03 02/15/2018 293,218.75 -293,218.75 -286,681.73 03/15/2018 301,896.88 301,896.88 294,760.06 08/15/2018 53,518.75 -53,518.75 -51,894.89 09/15/2018 72,396.88 72,396.88 70,103.59 12/31/2018 27,556.26 02/15/2019 293,518.75 -293,518.75 -282,270.10 03/15/2019 302,396.88 302,396.88 290,407.65 08/15/2019 48,718.75 -48,718.75 -46,466.03 09/15/2019 67,796.88 67,796.88 64,572.98 12/31/2019 27,956.26 02/15/2020 298,718.75 -298,718.75 -282,561.02 03/15/2020 307,796.88 307,796.88 290,747.31 08/15/2020 43,718.75 43,718.75 -41,013.60 09/15/2020 62,996.88 62,996.88 59,017.51 12/31/2020 28,356.26 02/15/2021 303,718.75 -303,718.75 -282,580.45 03/15/2021 312,996.88 312,996.88 290,811.94 08/15/2021 39,818.75 -39,818.75 -36,742.48 09/15/2021 57,996.88 57,996.88 53,442.56 12/31/2021 27,456.26 02/15/2022 304,818.75 -304,818.75 -278,954.21 03/15/2022 317,996.88 317,996.88 290,613.53 08/15/2022 34,518.75 -34,518.75 -31,329.73 09/15/2022 52,796.88 52,796.88 47,853.27 12/31/2022 31,456.26 02/15/2023 309,518.75 -309,518.75 -278,611.44 03/15/2023 322,796.88 322,796.88 290,163.67 08/15/2023 29,018.75 -29,018.75 -25,906.04 09/15/2023 47,396.88 47,396.88 42,254.58 12/31/2023 31,656.26 02/15/2024 329,018.75 -329,018.75 -291,308.64 03/15/2024 337,396.88 337,396.88 298,315.29 08/15/2024 23,018.75 -23,018.75 -20,212.72 09/15/2024 41,596.88 41,596.88 36,475.86 12/31/2024 26,956.26 02/15/2025 333,018.75 -333,018.75 -290,016.12 03/15/2025 341,596.88 341,596.88 297,077.04 08/15/2025 16,818.75 -16,818.75 -14,526.38 09/15/2025 35,409.38 35,409.38 30,541.04 12/31/2025 27,168.76 02/15/2026 331,818.75 -331,818.75 -284,233.41 03/15/2026 345,409.38 345,409.38 295,467.73 08/15/2026 13,668.75 -13,668.75 -11,612.17 09/15/2026 29,015.63 29,015.63 24,616.05 12/31/2026 28,937.51 02/15/2027 338,668.75 -338,668.75 -285,344.87 03/15/2027 354,015.63 354,015.63 297,864.74 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 55 SAVINGS Town of Southold Refunding of 2009 Bonds FINAL&VERIFIED NUMBERS Present Value Prior Refunding Annual to 10/04/2016 Date Debt Service Debt Service Savings Savings @ 1.6599365% 08/15/2027 10,418.75 -10,418.75 -8,706.05 09/15/2027 22,109.38 22,109.38 18,449.46 12/31/2027 27,037.51 02/15/2028 330,418.75 -330,418.75 -273,829.58 03/15/2028 352,109.38 352,109.38 291,403.66 08/15/2028 7,218.75 -7,218.75 -5,933.19 09/15/2028 15,096.88 15,096.88 12,391.25 12/31/2028 29,568.76 02/15/2029 337,218.75 -337,218.75 -274,883.16 03/15/2029 360,096.88 360,096.88 293,128.13 08/15/2029 3,712.50 -3,712.50 -3,001.33 09/15/2029 7,765.63 7,765.63 6,269.39 12/31/2029 26,931.26 02/15/2030 333,712.50 -333,712.50 -267,565.20 03/15/2030 362,765.63 362,765.63 290,459.12 12/31/2030 29,053.13 5,204,740.76 4,803,891.98 400,848.78 400,848.78 350,933.96 Savings Summary PV of savings from cash flow 350,933.96 Plus:Refunding funds on hand 2,688.94 Net PV Savings 353,622.90 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 56 BOND PRICING Town of Southold Refunding of 2009 Bonds FINAL&VERIFIED NUMBERS Maturity Yield to Call Call Bond Component Date Amount Rate Yield Price Maturity Date Price Bond Component: 02/15/2017 240,000 2.000% 0.580% 100.515 02/15/2018 235,000 4.000% 0.670% 104.512 02/15/2019 240,000 4.000% 0.750% 107.600 02/15/2020 250,000 4.000% 0.840% 110.458 02/15/2021 260,000 3.000% 0.920% 108.876 02/15/2022 265,000 4.000% 1.040% 115.402 02/15/2023 275,000 4.000% 1.160% 117.372 02/15/2024 300,000 4.000% 1.290% 118.978 02/15/2025 310,000 4.000% 1.380% 120.627 02/15/2026 315,000 2.000% 1.750% 101.936 C 1.775% 02/15/2025 100.000 02/15/2027 325,000 2.000% 1.920% 100.614 C 1.934% 02/15/2025 100.000 02/15/2028 320,000 2.000% 2.050% 99.494 02/15/2029 330,000 2.125% 2.150% 99.728 02/15/2030 330,000 2.250% 2.250% 100.000 3,995,000 Dated Date 10/04/2016 Delivery Date 10/04/2016 First Coupon 02/15/2017 Par Amount 3,995,000.00 Premium 294,344.90 Production 4,289,344.90 107.367832% Underwriter's Discount -26,526.80 -0.664000% Purchase Price 4,262,818.10 106.703832% Accrued Interest Net Proceeds 4,262,818.10 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 57 BOND DEBT SERVICE Town of Southold Refunding of 2009 Bonds FINAL&VERIFIED NUMBERS Period Annual Ending Principal Coupon Interest Debt Service Debt Service 02/15/2017 240,000 2.000% 44,116.98 284,116.98 08/15/2017 58,218.75 58,218.75 12/31/2017 342,335.73 02/15/2018 235,000 4.000% 58,218.75 293,218.75 08/15/2018 53,518.75 53,518.75 12/31/2018 346,737.50 02/15/2019 240,000 4.000% 53,518.75 293,518.75 08/15/2019 48,718.75 48,718.75 12/31/2019 342,237.50 02/15/2020 250,000 4.000% 48,718.75 298,718.75 08/15/2020 43,718.75 43,718.75 12/31/2020 342,437.50 02/15/2021 260,000 3.000% 43,718.75 303,718.75 08/15/2021 39,818.75 39,818.75 12/31/2021 343,537.50 02/15/2022 265,000 4.000% 39,818.75 304,818.75 08/15/2022 34,518.75 34,518.75 12/31/2022 339,337.50 02/15/2023 275,000 4.000% 34,518.75 309,518.75 08/15/2023 29,018.75 29,018.75 12/31/2023 338,537.50 02/15/2024 300,000 4.000% 29,018.75 329,018.75 08/15/2024 23,018.75 23,018.75 12/31/2024 352,037.50 02/15/2025 310,000 4.000% 23,018.75 333,018.75 08/15/2025 16,818.75 16,818.75 12/31/2025 349,837.50 02/15/2026 315,000 2.000% 16,818.75 331,818.75 08/15/2026 13,668.75 13,668.75 12/31/2026 345,487.50 02/15/2027 325,000 2.000% 13,668.75 338,668.75 08/15/2027 10,418.75 10,418.75 12/31/2027 349,087.50 02/15/2028 320,000 2.000% 10,418.75 330,418.75 08/15/2028 7,218.75 7,218.75 12/31/2028 337,637.50 02/15/2029 330,000 2.125% 7,218.75 337,218.75 08/15/2029 3,712.50 3,712.50 12/31/2029 340,931.25 02/15/2030 330,000 2.250% 3,712.50 333,712.50 12/31/2030 333,712.50 3,995,000 808,891.98 4,803,891.98 4,803,891.98 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 58 PRIOR BOND DEBT SERVICE Town of Southold Refunding of 2009 Bonds FINAL&VERIFIED NUMBERS Period Annual Ending Principal Coupon Interest Debt Service Debt Service 03/15/2017 215,000 4.000% 81,196.88 296,196.88 09/15/2017 76,896.88 76,896.88 12/31/2017 373,093.76 03/15/2018 225,000 4.000% 76,896.88 301,896.88 09/15/2018 72,396.88 72,396.88 12/31/2018 374,293.76 03/15/2019 230,000 4.000% 72,396.88 302,396.88 09/15/2019 67,796.88 67,796.88 12/31/2019 370,193.76 03/15/2020 240,000 4.000% 67,796.88 307,796.88 09/15/2020 62,996.88 62,996.88 12/31/2020 370,793.76 03/15/2021 250,000 4.000% 62,996.88 312,996.88 09/15/2021 57,996.88 57,996.88 12/31/2021 370,993.76 03/15/2022 260,000 4.000% 57,996.88 317,996.88 09/15/2022 52,796.88 52,796.88 12/31/2022 370,793.76 03/15/2023 270,000 4.000% 52,796.88 322,796.88 09/15/2023 47,396.88 47,396.88 12/31/2023 370,193.76 03/15/2024 290,000 4.000% 47,396.88 337,396.88 09/15/2024 41,596.88 41,596.88 12/31/2024 378,993.76 03/15/2025 300,000 4.125% 41,596.88 341,596.88 09/15/2025 35,409.38 35,409.38 12/31/2025 377,006.26 03/15/2026 310,000 4.125% 35,409.38 343,409.38 09/15/2026 29,015.63 29,015.63 12/31/2026 374,425.01 03/15/2027 325,000 4.250% 29,015.63 354,015.63 09/15/2027 22,109.38 22,109.38 12/31/2027 376,125.01 03/15/2028 330,000 4.250% 22,109.38 352,109.38 09/15/2028 15,096.88 15,096.88 12/31/2028 367,206.26 03/15/2029 345,000 4.250% 15,096.88 360,096.88 09/15/2029 7,765.63 7,765.63 12/31/2029 367,862.51 03/15/2030 355,000 4.375% 7,765.63 362,765.63 12/31/2030 362,765.63 3,945,000 1,259,740.76 5,204,740.76 5,204,740.76 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 59 SUMMARY OF BONDS REFUNDED Town of Southold Refunding of 2009 Bonds FINAL&VERIFIED NUMBERS Maturity Interest Par Call Call Bond Date Rate Amount Date Price Pubilc Improvement Bonds 2009,2009BOND: 09—BONDS 03/15/2017 4.000% 215,000.00 03/15/2018 4.000% 225,000.00 03/192019 4.000% 230,000.00 03/15/2020 4.000% 240,000.00 03/15/2019 100.000 03/15/2021 4.000% 250,000.00 03/15/2019 100.000 03/15/2022 4.000% 260,000.00 03/15/2019 100.000 03/15/2023 4.000% 270,000.00 03/15/2019 100.000 03/15/2024 4.000% 290,000.00 03/15/2019 100.000 03/15/2025 4.125% 300,000.00 03/15/2019 100.000 03/15/2026 4.125% 310,000.00 03/15/2019 100.000 03/15/2027 4.250% 325,000.00 03/15/2019 100.000 03/15/2028 4.250% 330,000.00 03/15/2019 100.000 03/15/2029 4.250% 345,000.00 03/15/2019 100.000 03/15/2030 4.375% 355,000.00 03/15/2019 100.000 3,945,000.00 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 60 ESCROW DESCRIPTIONS Town of Southold Refunding of 2009 Bonds FINAL&VERIFIED NUMBERS Type of Maturity Par Security Date Amount Rate Cashflow 4,242,408.61 4,242,408.61 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 61 ESCROW COST Town of Southold Refunding of 2009 Bonds FINAL&VERIFIED NUMBERS Type of Maturity Par Total Security Date Amount Rate Cost Cashflow 4,242,408.61 4,242,408.61 4,242,408.61 4,242,408.61 Purchase Cost of Cash Total Date Securities Deposit Escrow Cost Yield 10/04/2016 4,242,408.61 4,242,408.61 0.874485% 4,242,408.61 0.00 4,242,408.61 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 62 ESCROW CASH FLOW Town of Southold Refunding of 2009 Bonds FINAL&VERIFIED NUMBERS Present Value Net Escrow to 10/04/2016 Date Principal Receipts @ 0.8744854% 03/15/2017 296,196.88 296,196.88 295,043.26 08/15/2017 131.88 131.88 130.89 09/15/2017 76,765.00 76,765.00 76,133.13 02/15/2018 416.88 416.88 411.95 03/15/2018 301,480.00 301,480.00 297,696.80 08/15/2018 326.88 326.88 321.61 09/15/2018 72,070.00 72,070.00 70,855.80 03/15/2019 3,577,396.88 3,577,396.88 3,501,815.18 4,324,784.40 4,324,784.40 4,242,408.61 Escrow Cost Summary Purchase date 10/04/2016 Purchase cost of securities 4,242,408.61 Target for yield calculation 4,242,408.61 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 63 ESCROW SUFFICIENCY Town of Southold Refunding of 2009 Bonds FINAL&VERIFIED NUMBERS Escrow Net Escrow Excess Excess Date Requirement Receipts Receipts Balance 03/15/2017 296,196.88 296,196.88 08/15/2017 131.88 131.88 131.88 09/15/2017 76,896.88 76,765.00 -131.88 02/15/2018 416.88 416.88 416.88 03/15/2018 301,896.88 301,480.00 -416.88 08/15/2018 326.88 326.88 326.88 09/15/2018 72,396.88 72,070.00 -326.88 03/15/2019 3,577,396.88 3,577,396.88 4,324,784.40 4,324,784.40 0.00 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 64 ESCROW STATISTICS Town of Southold Refunding of 2009 Bonds FINAL&VERIFIED NUMBERS Adjusted Adjusted Modified Yield to Yield to Yield To Yield To Perfect Value of Total Duration Receipt Disbursement Receipt Disbursement Escrow Negative Cost of Escrow Cost (years) Date Date Date Date Cost Arbitrage Dead Time 4,242,408.61 2.183 0.874485% 0.874324% 0.874485% 0.874324% 21,235,991.29 72,263.75 148.49 4,242,408.61 21,235,991.29 72,263.75 148.49 Delivery date 10/04/2016 Arbitrage yield 1.659937% Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 65 PROOF OF COMPOSITE ESCROW YIELD Town of Southold Refunding of 2009 Bonds FINAL&VERIFIED NUMBERS All restricted escrows funded by bond proceeds Present Value Security to 10/04/2016 Date Receipts @ 0.8744854431% 03/15/2017 296,196.88 295,043.26 08/15/2017 131.88 130.89 09/15/2017 76,765.00 76,133.13 02/15/2018 416.88 411.95 03/15/2018 301,480.00 297,696.80 08/15/2018 326.88 321.61 09/15/2018 72,070.00 70,855.80 03/15/2019 3,577,396.88 3,501,815.18 4,324,784.40 4,242,408.61 Escrow Cost Summary Purchase date 10/04/2016 Purchase cost of securities 4,242,408.61 Target for yield calculation 4,242,408.61 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 66 PROOF OF ARBITRAGE YIELD Town of Southold Refunding of 2009 Bonds FINAL&VERIFIED NUMBERS Present Value to 10/04/2016 Date Debt Service @ 1.6599365289% 02/15/2017 284,116.98 282,413.03 08/15/2017 58,218.75 57,393.25 02/15/2018 293,218.75 286,681.73 08/15/2018 53,518.75 51,894.89 02/15/2019 293,518.75 282,270.10 08/15/2019 48,718.75 46,466.03 02/15/2020 298,718.75 282,561.02 08/15/2020 43,718.75 41,013.60 02/15/2021 303,718.75 282,580.45 08/15/2021 39,818.75 36,742.48 02/15/2022 304,818.75 278,954.21 08/15/2022 34,518.75 31,329.73 02/15/2023 309,518.75 278,611.44 08/15/2023 29,018.75 25,906.04 02/15/2024 329,018.75 291,308.64 08/15/2024 23,018.75 20,212.72 02/15/2025 333,018.75 290,016.12 08/15/2025 16,818.75 14,526.38 02/15/2026 331,818.75 284,233.41 08/15/2026 13,668.75 11,612.17 02/15/2027 338,668.75 285,344.87 08/15/2027 10,418.75 8,706.05 02/15/2028 330,418.75 273,829.58 08/15/2028 7,218.75 5,933.19 02/15/2029 337,218.75 274,883.16 08/15/2029 3,712.50 3,001.33 02/15/2030 333,712.50 267,565.20 4,803,891.98 4,295,990.81 Proceeds Summary Delivery date 10/04/2016 Par Value 3,995,000.00 Premium(Discount) 294,344.90 Target for yield calculation 4,289,344.90 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 67 BOND SUMMARY STATISTICS Town of Southold Refunding of 2009 Bonds FINAL&VERIFIED NUMBERS Dated Date 10/04/2016 Delivery Date 10/04/2016 Last Maturity 02/15/2030 Arbitrage Yield 1.659937% True Interest Cost(TIC) 1.778063% Net Interest Cost(NIC) 1.842346% All-In TIC 1.841709% Average Coupon 2.754262% Average Life(years) 7.351 Duration of Issue(years) 6.609 Par Amount 3,995,000.00 Bond Proceeds 4,289,344.90 Total Interest 808,891.98 Net Interest 541,073.88 Total Debt Service 4,803,891.98 Maximum Annual Debt Service 352,037.50 Average Annual Debt Service 359,468.12 Underwriter's Fees(per$1000) Average Takedown Other Fee 6.640000 Total Underwriter's Discount 6.640000 Bid Price 106.703832 Par Average Average Bond Component Value Price Coupon Life Bond Component 3,995,000.00 107.368 2.754% 7.351 3,995,000.00 7.351 All-In Arbitrage TIC TIC Yield Par Value 3,995,000.00 3,995,000.00 3,995,000.00 +Accrued Interest +Premium(Discount) 294,344.90 294,344.90 294,344.90 Underwriter's Discount -26,526.80 -26,526.80 Cost of Issuance Expense -17,720.55 -Other Amounts Target Value 4,262,818.10 4,245,097.55 4,289,344.90 Target Date 10/04/2016 10/04/2016 10/04/2016 Yield 1.778063% 1.841709% 1.659937% Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 68 FORM 8038 STATISTICS Town of Southold Refunding of 2009 Bonds FINAL&VERIFIED NUMBERS Dated Date 10/04/2016 Delivery Date 10/04/2016 Redemption Bond Component Date Principal Coupon Price Issue Price at Maturity Bond Component: 02/15/2017 240,000.00 2.000% 100.515 241,236.00 240,000.00 02/15/2018 235,000.00 4.000% 104.512 245,603.20 235,000.00 02/15/2019 240,000.00 4.000% 107.600 258,240.00 240,000.00 02/15/2020 250,000.00 4.000% 110.458 276,145.00 250,000.00 02/15/2021 260,000.00 3.000% 108.876 283,077.60 260,000.00 02/15/2022 265,000.00 4.000% 115.402 305,815.30 265,000.00 02/15/2023 275,000.00 4.000% 117.372 322,773.00 275,000.00 02/15/2024 300,000.00 4.000% 118.978 356,934.00 300,000.00 02/15/2025 310,000.00 4.000% 120.627 373,943.70 310,000.00 02/15/2026 315,000.00 2.000% 101.936 321,098.40 315,000.00 02/15/2027 325,000.00 2.000% 100.614 326,995.50 325,000.00 02/15/2028 320,000.00 2.000% 99.494 318,380.80 320,000.00 02/15/2029 330,000.00 2.125% 99.728 329,102.40 330,000.00 02/15/2030 330,000.00 2.250% 100.000 330,000.00 330,000.00 3,995,000.00 4,289,344.90 3,995,000.00 Stated Weighted Maturity Interest Issue Redemption Average Date Rate Price at Maturity Maturity Yield Final Maturity 02/15/2030 2.250% 330,000.00 330,000.00 Entire Issue 4,289,344.90 3,995,000.00 7.2600 1.6599% .Proceeds used for accrued interest 0.00 Proceeds used for bond issuance costs(including underwriters'discount) 44,247.35 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 0.00 Proceeds used to advance refund prior issues 4,242,408.61 Remaining weighted average maturity of the bonds to be currently refunded 0.0000 Remaining weighted average maturity of the bonds to be advance refunded 7.4614 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 69 FORM 8038 STATISTICS Town of Southold Refunding of 2009 Bonds FINAL&VERIFIED NUMBERS Refunded Bonds Bond Component Date Principal Coupon Price issue Price Pubilc Improvement Bonds 2009: 09 BONDS 03/15/2017 215,000.00 4.000% 106.698 229,400.70 09 BONDS 03/15/2018 225,000.00 4.000% 106.213 238,979.25 09 BONDS 03/15/2019 230,000.00 4.000% 105.484 242,613.20 09 BONDS 03/15/2020 240,000.00 4.000% 102.910 246,984.00 09_BONDS 03/15/2021 250,000.00 4.000% 101.235 253,087.50 09—BONDS 03/15/2022 260,000.00 4.000% 100.409 261,063.40 09_BONDS 03/15/2023 270,000.00 4.000% 100.000 270,000.00 09 BONDS 03/15/2024 290,000.00 4.000% 98.887 286,772.30 09 BONDS 03/15/2025 300,000.00 4.125% 99.132 297,396.00 09 BONDS 03/15/2026 310,000.00 4.125% 97.904 303,502.40 09 BONDS 03/15/2027 325,000.00 4.250% 98.148 318,981.00 09 BONDS 03/15/2028 330,000.00 4.250% 96.829 319,535.70 09_BONDS 03/15/2029 345,000.00 4.250% 95.707 330,189.15 09 BONDS 03/15/2030 355,000.00 4.375% 96.598 342,922.90 3,945,000.00 3,941,427.50 Remaining Last Weighted Call Issue Average Date Date Maturity Pubilc Improvement Bonds 2009 03/15/2019 03/15/2009 7.4614 All Refunded Issues 03/15/2019 7.4614 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 70 SOURCES AND USES OF FUNDS Town of Southold Refunding of 2011 Bonds FINAL&VERIFIED NUMBERS Dated Date 10/04/2016 Delivery Date 10/04/2016 Sources: Bond Proceeds: Par Amount 10,325,000.00 Net Premium 786,751.80 11,111,751.80 Uses: Refunding Escrow Deposits: PV cost of cashflows 11,010,986.06 Delivery Date Expenses: Cost of Issuance 45,798.42 Underwriter's Discount 68,558.00 114,356.42 Other Uses of Funds: Additional Proceeds -13,590.68 11,111,751.80 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 71 SUMMARY OF REFUNDING RESULTS Town of Soutbold Refunding of 2011 Bonds FINAL&VERIFIED NUMBERS Dated Date 10/04/2016 Delivery Date 10/04/2016 Arbitrage yield 1.659937% Escrow yield 0.874485% Value of Negative Arbitrage 218,726.66 Bond Par Amount 10,325,000.00 True Interest Cost 1.756178% Net Interest Cost 1.823356% Average Coupon 2.797678% Average Life 7.139 Par amount of refunded bonds 10,250,000.00 Average coupon of refunded bonds 3.688108% Average life of refunded bonds 7.676 PV of prior debt to 10/04/2016 @ 1.659937% 11,759,471.73 Net PV Savings 634,633.21 Percentage savings of refunded bonds 6.191544% Percentage savings of refunding bonds 6.146569% Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 72 SAVINGS Town of Southold Refunding of 2011 Bonds FINAL&VERIFIED NUMBERS Present Value Prior Refunding Annual to 10/04/2016 Date Debt Service Debt Service Savings Savings @ 1.6599365% 02/15/2017 178,168.75 785,516.53 -607,347.78 -603,705.31 08/15/2017 818,168.75 152,025.00 666,143.75 656,698.27 12/31/2017 58,795.97 02/15/2018 168,568.75 792,025.00 -623,456.25 -609,556.92 08/15/2018 818,568.75 139,225.00 679,343.75 658,731.21 12/31/2018 55,887.50 02/15/2019 158,818.75 799,225.00 -640,406.25 -615,863.67 08/15/2019 823,818.75 126,025.00 697,793.75 665,528.21 12/31/2019 57,387.50 02/15/2020 148,843.75 801,025.00 -652,181.25 -616,904.69 08/15/2020 823,843.75 112,525.00 711,318.75 667,305.02 12/31/2020 59,137.50 02/15/2021 138,718.75 817,525.00 -678,806.25 -631,562.50 08/15/2021 838,718.75 101,950.00 736,768.75 679,848.38 12/31/2021 57,962.50 02/15/2022 128,218.75 831,950.00 -703,731.25 -644,018.11 08/15/2022 848,218.75 87,350.00 760,868.75 690,575.81 12/31/2022 57,137.50 02/15/2023 116,968.75 842,350.00 -725,381.25 -652,947.56 08/15/2023 856,968.75 72,250.00 784,718.75 700,545.55 12/31/2023 59,337.50 02/15/2024 104,943.75 847,250.00 -742,306.25 -657,227.67 08/15/2024 854,943.75 56,750.00 798,193.75 700,892.50 12/31/2024 55,887.50 02/15/2025 91,818.75 866,750.00 -774,931.25 -674,864.58 08/15/2025 871,818.75 40,550.00 831,268.75 717,968.32 12/31/2025 56,337.50 02/15/2026 77,681.25 800,550.00 -722,868.75 -619,203.85 08/15/2026 812,681.25 32,950.00 779,731.25 662,414.01 12/31/2026 56,862.50 02/15/2027 63,900.00 802,950.00 -739,050.00 -622,685.51 08/15/2027 823,900.00 25,250.00 798,650.00 667,362.50 12/31/2027 59,600.00 02/15/2028 48,700.00 805,250.00 -756,550.00 -626,979.46 08/15/2028 833,700.00 17,450.00 816,250.00 670,886.79 12/31/2028 59,700.00 02/15/2029 33,000.00 807,450.00 -774,450.00 -631,291.29 08/15/2029 843,000.00 9,056.25 833,943.75 674,191.92 12/31/2029 59,493.75 02/15/2030 16,800.00 814,056.25 -797,256.25 -639,226.96 08/15/2030 856,800.00 856,800.00 681,313.48 12/31/2030 59,543.75 13,200,300.00 12,387,229.03 813,070.97 813,070.97 648,223.89 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 73 SAVINGS Town of Southold Refunding of 2011 Bonds FINAL&VERIFIED NUMBERS Savings Summary PV of savings from cash flow 648,223.89 Plus:Refunding funds on hand -13,590.68 Net PV Savings 634,633.21 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 74 BOND PRICING Town of Southold Refunding of 2011 Bonds FINAL&VERIFIED NUMBERS Maturity Yield to Call Call Bond Component Date Amount Rate Yield Price Maturity Date Price Bond Component: 02/15/2017 670,000 2.000% 0.580% 100.515 02/15/2018 640,000 4.000% 0.670% 104.512 02/15/2019 660,000 4.000% 0.750% 107.600 02/15/2020 675,000 4.000% 0.840% 110.458 02/15/2021 705,000 3.000% 0.920% 108.876 02/15/2022 730,000 4.000% 1.040% 115.402 02/15/2023 755,000 4.000% 1.160% 117.372 02/15/2024 775,000 4.000% 1.290% 118.978 02/15/2025 810,000 4.000% 1.380% 120.627 02/15/2026 760,000 2.000% 1.750% 101.936 C 1.775% 02/15/2025 100.000 02/15/2027 770,000 2.000% 1.920% 100.614 C 1.934% 02/15/2025 100.000 02/15/2028 780,000 2.000% 2.050% 99.494 02/15/2029 790,000 2.125% 2.150% 99.728 02/15/2030 805,000 2.250% 2.250% 100.000 10,325,000 Dated Date 10/04/2016 Delivery Date 10/04/2016 First Coupon 02/15/2017 Par Amount 10,325,000.00 Premium 786,751.80 Production 11,111,751.80 107.619872% Underwriter's Discount -68,558.00 -0.664000% Purchase Price 11,043,193.80 106.955872% Accrued Interest Net Proceeds 11,043,193.80 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 75 BOND DEBT SERVICE Town of Southold Refunding of 2011 Bonds FINAL&VERIFIED NUMBERS Period Annual Ending Principal Coupon Interest Debt Service Debt Service 02/15/2017 670,000 2.000% 115,516.53 785,516.53 08/15/2017 152,025.00 152,025.00 12/31/2017 937,541.53 02/15/2018 640,000 4.000% 152,025.00 792,025.00 08/15/2018 139,225.00 139,225.00 12/31/2018 931,250.00 02/15/2019 660,000 4.000% 139,225.00 799,225.00 08/15/2019 126,025.00 126,025.00 12/31/2019 925,250.00 02/15/2020 675,000 4.000% 126,025.00 801,025.00 08/15/2020 112,525.00 112,525.00 12/31/2020 913,550.00 02/15/2021 705,000 3.000% 112,525.00 817,525.00 08/15/2021 101,950.00 101,950.00 12/31/2021 919,475.00 02/15/2022 730,000 4.000% 101,950.00 831,950.00 08/15/2022 87,350.00 87,350.00 12/31/2022 919,300.00 02/15/2023 755,000 4.000% 87,350.00 842,350.00 08/15/2023 72,250.00 72,250.00 12/31/2023 914,600.00 02/15/2024 775,000 4.000% 72,250.00 847,250.00 08/15/2024 56,750.00 56,750.00 12/31/2024 904,000.00 02/15/2025 810,000 4.000% 56,750.00 866,750.00 08/15/2025 40,550.00 40,550.00 12/31/2025 907,300.00 02/15/2026 760,000 2.000% 40,550.00 800,550.00 08/15/2026 32,950.00 32,950.00 12/31/2026 833,500.00 02/15/2027 770,000 2.000% 32,950.00 802,950.00 08/15/2027 25,250.00 25,250.00 12/31/2027 828,200.00 02/15/2028 780,000 2.000% 25,250.00 805,250.00 08/15/2028 17,450.00 17,450.00 12/31/2028 822,700.00 02/15/2029 790,000 2.125% 17,450.00 807,450.00 08/15/2029 9,056.25 9,056.25 12/31/2029 816,506.25 02/15/2030 805,000 2.250% 9,056.25 814,056.25 12/31/2030 814,056.25 10,325,000 2,062,229.03 12,387,229.03 12,387,229.03 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 76 PRIOR BOND DEBT SERVICE Town of Southold Refunding of 2011 Bonds FINAL&VERIFIED NUMBERS Period Annual Ending Principal Coupon Interest Debt Service Debt Service 02/15/2017 178,168.75 178,168.75 08/15/2017 640,000 3.000% 178,168.75 818,168.75 12/31/2017 996,337.50 02/15/2018 168,568.75 168,568.75 08/15/2018 650,000 3.000% 168,568.75 818,568.75 12/31/2018 987,137.50 02/15/2019 158,818.75 158,818.75 08/15/2019 665,000 3.000% 158,818.75 823,818.75 12/31/2019 982,637.50 02/15/2020 148,843.75 148,843.75 08/15/2020 675,000 3.000% 148,843.75 823,843.75 12/31/2020 972,687.50 02/15/2021 138,718.75 138,718.75 08/15/2021 700,000 3.000% 138,718.75 838,718.75 12/31/2021 977,437.50 02/15/2022 128,218.75 128,218.75 08/15/2022 720,000 3.125% 128,218.75 848,218.75 12/31/2022 976,437.50 02/15/2023 116,968.75 116,968.75 08/15/2023 740,000 3.250% 116,968.75 856,968.75 12/31/2023 973,937.50 02/15/2024 104,943.75 104,943.75 08/15/2024 750,000 3.500% 104,943.75 854,943.75 12/31/2024 959,887.50 02/15/2025 91,818.75 91,818.75 08/15/2025 780,000 3.625% 91,818.75 871,818.75 12/31/2025 963,637.50 02/15/2026 77,681.25 77,681.25 08/15/2026 735,000 3.750% 77,681.25 812,681.25 12/31/2026 890,362.50 02/15/2027 63,900.00 63,900.00 08/15/2027 760,000 4.000% 63,900.00 823,900.00 12/31/2027 887,800.00 02/15/2028 48,700.00 48,700.00 08/15/2028 785,000 4.000% 48,700.00 833,700.00 12/31/2028 882,400.00 02/15/2029 33,000.00 33,000.00 08/15/2029 810,000 4.000% 33,000.00 843,000.00 12/31/2029 876,000.00 02/15/2030 16,800.00 16,800.00 08/15/2030 840,000 4.000% 16,800.00 856,800.00 12/31/2030 873,600.00 10,250,000 2,950,300.00 13,200,300.00 13,200,300.00 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 77 SUMMARY OF BONDS REFUNDED Town of Southold Refunding of 2011 Bonds FINAL&VERIFIED NUMBERS Maturity Interest Par Call Call Bond Date Rate Amount Date Price Public Improvement Bonds 2011,2011BOND: 11_BONDS 08/15/2017 3.000% 640,000.00 08/15/2018 3.000% 650,000.00 08/15/2019 3.000% 665,000.00 08/15/2020 3.000% 675,000.00 08/15/2019 100.000 08/15/2021 3.000% 700,000.00 08/15/2019 100.000 08/15/2022 3.125% 720,000.00 08/15/2019 100.000 08/15/2023 3.250% 740,000.00 08/15/2019 100.000 08/15/2024 3.500% 750,000.00 08/15/2019 100.000 08/15/2025 3.625% 780,000.00 08/15/2019 100.000 08/15/2026 3.750% 735,000.00 08/15/2019 100.000 08/15/2027 4.000% 760,000.00 08/15/2019 100.000 08/15/2028 4.000% 785,000.00 08/15/2019 100.000 08/15/2029 4.000% 810,000.00 08/15/2019 100.000 08/15/2030 4.000% 840,000.00 08/15/2019 100.000 10,250,000.00 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 78 ESCROW DESCRIPTIONS Town of Southold Refunding of 2011 Bonds FINAL&VERIFIED NUMBERS Type of Maturity Par Security Date Amount Rate Cashflow 11,010,986.06 11,010,986.06 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 79 ESCROW COST Town of Southold Refunding of 2011 Bonds FINAL&VERIFIED NUMBERS Type of Maturity Par Total Security Date Amount Rate Cost Casbflow 11,010,986.06 11,010,986.06 11,010,986.06 11,010,986.06 Purchase Cost of Cash Total Date Securities Deposit Escrow Cost Yield 10/04/2016 11,010,986.06 11,010,986.06 0.874485% 11,010,986.06 0.00 11,010,986.06 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 80 ESCROW CASH FLOW Town of Southold Refunding of 2011 Bonds FINAL&VERIFIED NUMBERS Present Value Net Escrow to 10/04/2016 Date Principal Receipts @ 0.8744854% 10/04/2016 779.40 779.40 779.40 11/15/2016 29,330.00 29,330.00 29,300.87 02/15/2017 148,206.25 148,206.25 147,736.41 03/15/2017 245.62 245.62 244.66 05/15/2017 08/15/2017 818,074.37 818,074.37 811,930.82 09/15/2017 11/15/2017 142.50 142.50 141.12 02/15/2018 168,245.62 168,245.62 166,255.19 03/15/2018 05/15/2018 757.50 757.50 746.91 08/15/2018 818,335.62 818,335.62 805,133.93 09/15/2018 02/15/2019 158,592.50 158,592.50 155,3 54.75 03/15/2019 403.12 403.12 394.60 08/15/2019 9,118,000.00 9,118,000.00 8,892,967.39 11,261,112.50 11,261,112.50 11,010,986.06 Escrow Cost Summary Purchase date 10/04/2016 Purchase cost of securities 11,010,986.06 Target.for yield calculation 11,010,986.06 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 81 ESCROW SUFFICIENCY Town of Southold Refunding of 2011 Bonds FINAL&VERIFIED NUMBERS Escrow Net Escrow Excess Excess Date Requirement Receipts Receipts Balance 10/04/2016 779.40 779.40 779.40 11/15/2016 29,330.00 29,330.00 30,109.40 02/15/2017 178,168.75 148,206.25 -29,962.50 146.90 03/15/2017 245.62 245.62 392.52 08/15/2017 818,168.75 818,074.37 -94.38 298.14 11/15/2017 142.50 142.50 440.64 02/15/2018 168,568.75 168,245.62 -323.13 117.51 05/15/2018 757.50 757.50 875.01 08/15/2018 818,568.75 818,335.62 -233.13 641.88 02/15/2019 158,818.75 158,592.50 -226.25 415.63 03/15/2019 403.12 403.12 818.75 08/15/2019 9,118,818.75 9,118,000.00 -818.75 11,261,112.50 11,261,112.50 0.00 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 82 ESCROW STATISTICS Town of Southold Refunding of 2011 Bonds FINAL&VERIFIED NUMBERS Adjusted Adjusted Modified Yield to Yield to Yield To Yield To Perfect Value of Total Duration Receipt Disbursement Receipt Disbursement Escrow Negative Cost of Escrow Cost (years) Date Date Date Date Cost Arbitrage Dead Time 11,010,986.06 2.183 0.874485% 0.874324% 0.874485% 0.874324% 21,235,991.29 218,726.66 148.49 11,010,986.06 21,235,991.29 218,726.66 148.49 Delivery date 10/04/2016 Arbitrage yield 1.659937% Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 83 PROOF OF COMPOSITE ESCROW YIELD Town of Southold Refunding of 2011 Bonds FINAL&VERIFIED NUMBERS All restricted escrows funded by bond proceeds Present Value Security to 10/04/2016 Date Receipts @ 0.8744854431% 10/04/2016 779.40 779.40 11/15/2016 29,330.00 29,300.87 02/15/2017 148,206.25 147,736.41 03/15/2017 245.62 244.66 08/15/2017 818,074.37 811,930.82 11/15/2017 142.50 141.12 02/15/2018 168,24 5.62 166,25 5.19 05/15/2018 757.50 746.91 08/15/2018 818,335.62 805,133.93 02/15/2019 158,592.50 155,354.75 03/15/2019 403.12 394.60 08/15/2019 9,118,000.00 8,892,967.39 11,261,112.50 11,010,986.06 Escrow Cost Summary Purchase date 10/04/2016 Purchase cost of securities 11,010,986.06 Target for yield calculation 11,010,986.06 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 84 PROOF OF ARBITRAGE YIELD Town of Southold Refunding of 2011 Bonds FINAL&VERIFIED NUMBERS Present Value to 10/04/2016 Date Debt Service @ 1.6599365289% 02/15/2017 785,516.53 780,805.52 08/15/2017 152,025.00 149,869.39 02/15/2018 792,025.00 774,367.60 08/15/2018 139,225.00 135,000.66 02/15/2019 799,225.00 768,595.94 08/15/2019 126,025.00 120,197.68 02/15/2020 801,025.00 757,697.47 08/15/2020 112,52 5.00 105,562.3 8 02/15/2021 817,525.00 760,626.66 08/15/2021 101,950.00 94,073.67 02/15/2022 831,950.00 761,357.22 08/15/2022 87,350.00 79,280.16 02/15/2023 842,350.00 758,236.28 08/15/2023 72,250.00 64,500.07 02/15/2024 847,250.00 750,143.41 08/15/2024 56,750.00 49,832.07 02/15/2025 866,750.00 754,826.80 08/15/2025 40,550.00 35,023.11 02/15/2026 800,550.00 685,745.02 08/15/2026 32,950.00 27,992.39 02/15/2027 802,950.00 676,524.36 08/15/2027 25,250.00 21,099.23 02/15/2028 805,250.00 667,338.85 08/15/2028 17,450.00 14,342.39 02/15/2029 807,450.00 658,191.17 08/15/2029 9,056.25 7,321.42 02/15/2030 814,056.25 652,696.93 12,387,229.03 11,111,247.84 Proceeds Summary Delivery date 10/04/2016 Par Value 10,325,000.00 Premium(Discount) 786,751.80 Target for yield calculation 11,111,751.80 Sep 13,2036 3:49 pm Prepared by Munistat Services,Inc. Page 85 BOND SUMMARY STATISTICS Town of Southold Refunding of 2011 Bonds FINAL&VERIFIED NUMBERS Dated Date 10/04/2016 Delivery Date 10/04/2016 Last Maturity 02/15/2030 Arbitrage Yield 1.659937% True Interest Cost(TIC) 1.756178% Net Interest Cost(NIC) 1.823356% All-In TIC 1.821433% Average Coupon 2.797678% Average Life(years) 7.139 Duration of Issue(years) 6.431 Par Amount 10,325,000.00 Bond Proceeds 11,111,751.80 Total Interest 2,062,229.03 Net Interest 1,344,035.23 Total Debt Service 12,387,229.03 Maximum Annual Debt Service 937,541.53 Average Annual Debt Service 926,917.99 Underwriter's Fees(per$1000) Average Takedown Other Fee 6.640000 Total Underwriter's Discount 6.640000 Bid Price 106.955872 Par Average Average Bond Component Value Price Coupon Life Bond Component 10,325,000.00 107.620 2.798% 7.139 10,325,000.00 7.139 All-In Arbitrage TIC TIC Yield Par Value 10,325,000.00 10,325,000.00 10,325,000.00 +Accrued Interest +Premium(Discount) 786,751.80 786,751.80 786,751.80 -Underwriter's Discount -68,558.00 -68,558.00 -Cost of Issuance Expense -45,798.42 -Other Amounts Target Value 11,043,193.80 10,997,395.38 11,111,751.80 Target Date 10/04/2016 10/04/2016 10/04/2016 Yield 1.756178% 1.821433% 1.659937% Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 86 FORM 8038 STATISTICS Town of Southold Refunding of 2011 Bonds FINAL&VERIFIED NUMBERS Dated Date 10/04/2016 Delivery Date 10/04/2016 Redemption Bond Component Date Principal Coupon Price Issue Price at Maturity Bond Component: 02/15/2017 670,000.00 2.000% 100.515 673,450.50 670,000.00 02/15/2018 640,000.00 4.000% 104.512 668,876.80 640,000.00 02/15/2019 660,000.00 4.000% 107.600 710,160.00 660,000.00 02/15/2020 675,000.00 4.000% 110.458 745,591.50 675,000.00 02/15/2021 705,000.00 3.000% 108.876 767,575.80 705,000.00 02/15/2022 730,000.00 4.000% 115.402 842,434.60 730,000.00 02/15/2023 755,000.00 4.000% 117.372 886,158.60 755,000.00 02/15/2024 775,000.00 4.000% 118.978 922,079.50 775,000.00 02/15/2025 810,000.00 4.000% 120.627 977,078.70 810,000.00 02/15/2026 760,000.00 2.000% 101.936 774,713.60 760,000.00 02/15/2027 770,000.00 2.000% 100.614 774,727.80 770,000.00 02/15/2028 780,000.00 2.000% 99.494 776,053.20 780,000.00 02/15/2029 790,000.00 2.125% 99.728 787,851.20 790,000.00 02/15/2030 805,000.00 2.250% 100.000 805,000.00 805,000.00 10,325,000.00 11,111,751.80 10,325,000.00 Stated Weighted Maturity Interest Issue Redemption Average Date Rate Price at Maturity Maturity Yield Final Maturity 02/15/2030 2.250% 805,000.00 805,000.00 Entire Issue 11,111,751.80 10,325,000.00 7.0570 1.6599% Proceeds used for accrued interest 0.00 Proceeds used for bond issuance costs(including underwriters'discount) 114,356.42 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 0.00 Proceeds used to advance refund prior issues 11,010,986.06 Remaining weighted average maturity of the bonds to be currently refunded 0.0000 Remaining weighted average maturity of the bonds to be advance refunded 7.6035 Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 87 FORM 8038 STATISTICS Town of Southold Refunding of 2011 Bonds FINAL&VERIFIED NUMBERS Refunded Bonds Bond Component Date Principal Coupon Price Issue Price Public Improvement Bonds 2011: 11 BONDS 08/15/2017 640,000.00 3.000% 106.631 682,438.40 11_BONDS 08/15/2018 650,000.00 3.000% 104.912 681,928.00 11 BONDS 08/15/2019 665,000.00 3.000% 103.655 689,305.75 11_BONDS 08/15/2020 675,000.00 3.000% 101.442 684,733.50 11 BONDS 08/15/2021 700,000.00 3.000% 100.000 700,000.00 11 BONDS 08/15/2022 720,000.00 3.125% 99.300 714,960.00 11 BONDS 08/15/2023 740,000.00 3.250% 99.007 732,651.80 11_BONDS 08/15/2024 750,000.00 3.500% 100.000 750,000.00 11_BONDS 08/15/2025 780,000.00 3.625% 99.722 777,831.60 11 BONDS 08/15/2026 735,000.00 3.750% 99.425 730,773.75 11 BONDS 08/15/2027 760,000.00 4.000% 100.687 765,221.20 11_BONDS 08/15/2028 785,000.00 4.000% 100.000 785,000.00 11_BONDS 08/15/2029 810,000.00 4.000% 99.104 802,742.40 11_BONDS 08/15/2030 840,000.00 4.000% 98.029 823,443.60 10,250,000.00 10,321,030.00 Remaining Last Weighted Call Issue Average Date Date Maturity Public Improvement Bonds 2011 08/15/2019 06/29/2011 7.6035 All Refunded Issues 08/15/2019 7.6035 SUPERVISOR'S CERTIFICATE OF AWARD I, Scott A. Russell, Supervisor of the Town of Southold, in the County of Suffolk,New York(the "Town"), HEREBY CERTIFY AND REPORT AS FOLLOWS: 1. At 11:00 o'clock A.M. (Prevailing Time) on September 13, 2016,bids were received at the offices of Munistat Services, Inc., 12 Roosevelt Avenue, Port Jefferson Station, New York 11776. 2. At that time and place, five (5) sealed bids were received for the purchase of Public Improvement Refunding Serial Bonds-2016 of the Town (the "Bonds"), pursuant to the Notice of Sale of said Bonds heretofore duly published in conformity with the requirements of the Certificate of Determination executed by the Supervisor as of August 31,2016, and said bids were thereupon opened and publicly read. 3. The sealed bids so opened and publicly read were in legally acceptable form and each accompanied by the Deposit required by said Notice of Sale and constituted signed proposals to purchase all of the Bonds. 4. Forthwith upon receiving, opening, reading and considering said sealed bids, I caused to be publicly announced that Roosevelt & Cross, Inc., New York, New York, was the successful bidder to whom the bonds are to be awarded, said bid of said successful bidder being the best bid received under the terms of the Notice of Sale therefor and providing the lowest true interest cost over the life of the Bonds,computed as follows: 2707031.1 040872 CLD l Gross Interest.............................................................:. $3,856,785.35 Less Premium Bid Over Par ........................................ 1,302,692.10 Net Interest Cost .......................................................... 2,554,093.25 Net Interest Rate .......................................................... 1.834869% 5. (a) As set forth in the Certificate of Determination, it is further determined that the principal maturities of said Bonds shall be adjusted in amounts necessary to achieve substantially level or declining debt service as set forth in section 58.00(c)(2) of the Local Finance Law and to effectuate the Town's plan of refunding. Following said adjustments, the par amount of the Bonds is determined to be $20,290,000 and said Bonds shall mature in each of the years and principal amounts as set forth below: $1,315,000 on February 15 in the year 2017; 1,280,000 on February 15 in the year 2018; 1,305,000 on February 15 in the year 2019; 1,325,000 on February 15 in the year 2020; 1,390,000 on February 15 in the year 2021; 1,420,000 on February 15 in the year 2022; 1,455,000 on February 15 in the year 2023; 1,525,000 on February 15 in the year 2024; 1,570,000 on February 15 in the year 2025; 1,520,000 on February 15 in the year 2026; 1,525,000 on February 15 in the year 2027; 1,545,000 on February 15 in the year 2028; 1,555,000 on February 15 in the year 2029, and 1,560,000 on February 15 in the year 2030. (b) As designated by the aforementioned successful bidder, said Bonds shall bear interest from their date in each year until maturity at the respective rates per annum as set forth below: Bonds maturing in the year 2017, at 2.00%; Bonds maturing in each of the years 2018 through 2020, inclusive, at 4.00%; Bonds maturing in the year 2021, at 3.00%; Bonds maturing in each of the years 2022 through 2025, inclusive, at 4.00%; Bonds maturing in each of the years 2026 through 2028, inclusive, at 2.00%; Bonds maturing in the year 2029, at 2-1/8%; and Bonds maturing in the year 2030, at 2.25%, such rates of interest being the rates necessary for the Town to sell said Bonds. 2707031.1 040872 CLD i (c) The net interest cost for the Bonds, following adjustments described above, is: Par Amount of Bonds $20,290,000.00 Plus: Reoffering Premium 1,537,123.55 Less: Underwriter's Discount 134,725.60 Accrued Interest 0.00 True Interest Rate 1.756991% 6. Each of the Deposits received with the sealed bid(s) of the other bidder(s) were thereupon returned to said other bidder(s). 7. Said Bonds will be delivered to .the said successful bidder hereinabove referred to upon receipt of payment in accordance with the provisions of the Notice of Sale. IN WITNESS WHEREOF, I have hereunto set my hand as of the 13th day of September, 2016. Supervisor 2707031.1 040872 CLD TOWN CLERK'S CERTIFICATE I, ELIZABETH A. NEVILLE, Town Clerk of the Town of Southold, in the County of Suffolk, New York, HEREBY CERTIFY that I have compared the foregoing Certificate of Award of the Supervisor and the same is a true and complete copy of said Certificate filed with the Town Board on or before October 4, 2016. I FURTHER CERTIFY that no resolution electing to reassume any of the powers or duties delegated to the Supervisor by the Refunding Bond Resolution cited in the Certificate of Determination referred to in said Certificate of Award duly adopted by the Town Board of the Town on September 13, 2016, has been adopted by said Town Board. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of said Town, this day of September, 2016. t Town Clerk (SEAL) 2707031.1 040872 CLD jjIDDING AGENT CERTIFICATE CERTIFICATE OF INVESTMENT BIDDING AGENT Causey Demgen&Moore P.C.,as bidding agent(the"Bidding Agent"), on behalf of the Town of Southold (the "Town") in connection with the solicitation of bids for the purchase of a portfolio of U.S. Treasury securities (the "Escrow Securities") acquired with moneys relating to the $20,290,000 Public Improvement Refunding Serial Bonds-2016 (the"Bonds"), hereby certifies,to the best of our knowledge, as follows: 1. On September 13, 2016 (the "Bid Date"), we conducted a bona fide solicitation for the purchase of the portfolio of Escrow Securities. 2. The bid specifications were in writing and timely forwarded to potential providers of U.S. Treasury securities. 3. The bid specifications circulated to all potential providers included all material terms that could directly or indirectly affect the cost or yield of the portfolio of Escrow Securities. 4. The terms of the bid specifications were commercially reasonable (i.e., there was a legitimate business purpose for each term other than to increase the purchase price or reduce the yield of the portfolio of Escrow Securities). 5. All potential providers had an equal opportunity to bid and no potential provider was i given the opportunity to review other bids(i.e.,a"last look")before providing a bid. 6. At least three reasonably competitive providers were solicited for bids (i.e., providers with established industry reputations as competitive providers of U.S. Treasury securities), and at least one of the bids received was from,a reasonably competitive provider. 7. We received at least three (3) bona fide bids from providers that do not have a material financial interest in the Bonds. 8. We received each bid in writing or orally on a timely basis, in accordance with the specifications of the bid solicitation and as summarized in Schedule 2 attached hereto. The lowest bid, which was submitted timely, was provided by PNC Capital Markets ("PNC"). PNC indicated to the Bidding Agent, moments after submitting their bid, that they had an error in their calculation and would like to resubmit. The Bidding Agent received a revised offer from PNC approximately three minutes after bids were due. The revised offer, while greater than their original offer, still was the lowest offer submitted. After providing the explanation to the Town, the Town directed the Bidding Agent to award the sale of Eligible Securities to PNC. At no time prior to the revised bid by PNC, did the Bidding Agent or anyone else communicate to PNC,the amounts of the other offers submitted. 9. We did not bid on the portfolio of Escrow Securities. 10. The winning bid was the lowest cost bona fide bid (including any broker's fees) and, at the time the bids were required to be submitted pursuant to the bid solicitation, was not greater than the cost of the most efficient portfolio comprised exclusively of State and Local Government Series Securities("SLGS")from the United States Department of the Treasury, Bureau of Public Debt.The cost of the most efficient portfolio comprised of SLGS is attached hereto at Schedule 3. 1 2483815.1039561 TAGMT 11. The price at which the portfolio of Escrow Securities was purchased was determined in an arm's-length transaction and in accordance with normal procedures for purchasing similar obligations. 12. Our fee in connection with the bidding and purchase of the portfolio of Escrow Securities is$4,000. This fee(i)will be paid directly by the Town, and(ii)represents the only amount payable to us - in connection with the bidding procedures or the investment of any proceeds of the Bonds. The Town was apprised of the amount of our fee prior to the Bid Date. We believe our fee is a reasonable amount for our services in connection with soliciting bids for the purchase of the portfolio of Escrow Securities. 13. We have no reason to believe that(i) any potential provider submitted other than a bona fide bid, (ii) any potential provider consulted with any other potential provider about its bid, (iii) any bid was determined with regard to any other formal or informal agreement that the potential provider has with the Town or any other person (whether or not in connection with the Bonds), and (iv) any bid was submitted solely as a courtesy to the Town for purposes of satisfying the requirements of the applicable provisions of Treasury Regulations Section 1.148-5(d)(6). .The undersigned acknowledges that Hawkins Delafield& Wood LLP, Bond Counsel in connection with the issuance of the Bonds, may rely upon this Certificate as a basis for its opinion regarding the exclusion of interest on the Bonds from gross income of the holders thereof for federal income tax purposes. The undersigned is authorized to execute this certificate on behalf of the Bidding Agent,which certifications are not necessarily based on personal knowledge,but may instead be based on either inquiry deemed adequate by the undersigned or institutional knowledge (or both) regarding the matters set forth herein. Date:October 4,2016 CAUSEY DEMGEN&MOORE P.C. By: Lt/�l! ��•rr Name: 4 61s.)o Title: 2 2483815.1039561 TAGMT Schedule 1 Bid Solicitation for Escrow Securities (To be attached) i 3 2483815.1 039561 TAGMT Town of Southold -REQUEST FOR BIDS- TOWN OF SOlUTHOLD SUFFOLK COUNTY,NEW YORK Security Portfolio Causey Demgen&Moore P.C.,on behalf of the Town of Southold,Suffolk County,New York(the "Town"), is soliciting bids to purchase Eligible Securities (defined below)to fund the escrow requirements set forth in Exhibit A hereto (the "Defeasance Escrow"). The Defeasance Escrow will be established in connection with the issuance of the Public Improvement Refunding Serial Bonds -2016(the"Bonds")by the Town. Bid Date: September 13,2016 Bid Time: 11:15 a.m.Eastern Time Bid Award: 11:25 a.m.Eastern Time Settlement Date: October 4, 2016 (on the Settlement Date,the Winning Bidder(as defined herein) shall be required to guarantee delivery of the Eligible Securities (as defined herein)by 11:00 a.m.Eastern Time) Bid Submittal: Bids are to be emailed to Causey Demgen &Moore P.C.,Bidding Agent, at investmentbids@causeycnas.com by 11:15 a.m. EDT on September 13, 2016 and followed up by a fax of the bid form provided as Exhibit B attached hereto, to (303) 468-8233. A fax copy of the bid form must be received promptly following the email bid by the bidder. All bids will be considered firm for 10 minutes.Conditional bids will not be accepted. Eligible Securities: Eligible Securities shall include fixed-rate, non-callable, direct obligations of the United States of America. Substitution of Eligible Securities Prior to Settlement: If the Winning Bidder (defined below) cannot deliver the Eligible Securities on the Settlement Date as outlined in its proffered portfolios, the Winning Bidder will have the right to deliver other Eligible Securities for the Defeasance Escrow. Any such substitution must be determined and the details of which must be provided to the Bidding Agent at least 5 business days prior to the Settlement Date. The cost of the new portfolio must not exceed the cost of the original portfolio. Additional professional fees incurred by the Town due to any such substitution will be at the expense of the Winning Bidder. Structure: The Town is seeking to purchase Eligible Securities for the Defeasance Escrow to provide sufficient cash-flow to defease certain debt service of the Town's (1) Public Improvement Serial Bonds — 2008, (2) Public Improvement Serial Bonds—2009 and(3)Public Improvement Serial Bonds — 2011. The Defeasance Escrow must be funded with Eligible Securities, CAUSEY DEMGEN&MOORE P.C. PAGE 1 Town of Southold plus an initial cash deposit, if any,made by the Town. The Town's required initial cash deposit, if any, and the bidding agent fee must be included in each bidder's Cost of Funding (as defined herein) in order to allow direct comparisons between bids. Each bidder will specify a dollar amount required for the Defeasance Escrow, which will be produced by adding the following: (1) the one-time sale by such bidder to the Town of Eligible Securities, (2) any initial cash deposit made by the Town,and(3)the bidding agent fee(herein collectively referred to as the"Cost of Funding"). The Escrow Agent will deliver cash, equal to the purchase price of the Eligible Securities, to the Winning Bidder upon receipt of the Eligible Securities(on a delivery versus payment basis),that together with any initial cash deposit made by the Town, will be sufficient to fund the Defeasance Escrow. The final maturity of the Eligible Securities cannot exceed the final payment date of the cash flow requirements set forth in Exhibit A. Basis of Award: The award shall be made to the bidder who provides the lowest overall Cost of Funding for funding the Defeasance Escrow (the "Winning Bidder"). Each bidder's Cost of Funding must include the cost of the Eligible Securities and the Town's initial cash deposit, if any, required to fund the Defeasance Escrow and the bidding agent fee. The Town reserves the right to reject any and all bids in its sole discretion if it determines it is in its best interest to do SO. Ties: In the event of a tie in bids, the Winning Bidder will be determined by the time the bid was submitted, with award being made to the bidder who submitted its bid first. Identifying Escrow: Within one hour of award, the Winning. Bidder must detail the specific Eligible Securities to be delivered to the Escrow Agent on the Settlement Date. Portfolio details must be provided to Causey Demgen&Moore P.C.Failure to provide portfolio details within the allotted time period may result in the rescission of the Bid Award to the non-complying bidder. Escrow Agent: The Bank of New York Mellon Trust Company,N.A. Bidding Agent: Causey Demgen&Moore P.C. Bond Counsel: Hawkins Delafield&Wood LLP Financial Advisor: Munistat Services,Inc. Verification Agent: Causey Demgen&Moore P.C. i Confirm Information Tax 1134: To be provided Town Legal Name: Town of Southold Town Contact: John Cushman,Comptroller Town Address: 53095 Main Road, Southold,New York 11971 CAUSEY DEMGEN&MOORE P.C. PAGE 2 1 i Town of Southold Escrow Contact Daniel Davis(412)234-1689 DVP Instructions: To be provided Enclosures: Exhibit A—Cashflow Requirement Exhibit B—Bid Form Exhibit C—Certificate of the Winning Bidder Comments: Purchase of the Eligible Securities is expressly conditioned on the successful closing of the sale of the Bonds and in the event the sale of the Bonds is not closed on the Settlement Date,the Town's obligation to purchase the Eligible Securities is null and void. If for any reason issuance of the Bonds is not completed or the purchase of the Eligible Securities does not take place or is delayed, the Winning Bidder will have no recourse against the Town, Financial Advisor,Bidding Agent,Escrow Agent,Verification Agent or Bond Counsel for any expenses incurred or damages sustained. Award will be subject to escrow verification. Any questions regarding this bid may be directed to Bill Glasso at(303)672-9886. Other Requirements and Provisions: I. 'Be Winning Bidder must sign and deliver the certification regarding administrative costs, yield and other matters, so as to satisfy the"safe harbor"regulations promulgated by the Treasury Department in Treas. Reg. § 1.148-5(d)(6)(iii). This certificate is set forth as Exhibit C hereto and must be delivered prior to the Settlement Date and dated the Settlement Date. All bidders are hereby notified that submission of a bid.is a representation that(A)the potential bidder did not consult with any other potential bidder about its bid, (B) the bid was determined without regard to any other formal or informal agreement that the potential bidder has with the Town or any other person(whether or not in connection with the bond issue), and (C) the bid is not being submitted solely as a courtesy to the Town or any other person for the purpose of satisfying the requirement that(a) at least three bids be obtained from disinterested bidders solicited under a bona fide solicitation,and(b)at least one of the three bids is from a reasonably competitive bidder. 2. All payments are to be made in same day funds and will be conducted on a delivery versus payment basis. 3. No fees will be paid and no expenses reimbursed by the Town. 4. No exceptions to the terms herein will be permitted. 5. As Bidding Agent in this transaction, Causey Demgen & Moore P.C. will receive a fee payable by the Winning Bidder in the amount of$4,000. 6. All potential bidders will have an equal opportunity to bid. No potential bidder will have the opportunity to review other bids("last-look")before submitting a bid. 7. The Winning Bidder will guarantee delivery of Eligible Securities and in the event of a failure to deliver the Eligible Securities, shall be required to deliver, at the option of the Town(at a cost not to exceed the original portfolio), cash and/or other Eligible Securities necessary to provide sufficient cash-flow to meet the cash-flow requirements as set forth in Exhibit A herein and shall pay any and all additional professional fees and other costs incurred by the Town due to any such substitution. In the event that the Winning Bidder is required to deliver cash,the Winning Bidder will retain the right, CAUSEY DEMGEN&MOORE P.C. PAGE 3 Town of Southold for a period of thirty (30) calendar days beginning on the Settlement Date, to deliver the failed securities on a daily basis (business days only) in full or in part to the Escrow Agent at the original applicable price offered using the original settlement date and will be credited back in whole or on a pro-rated basis, as applicable, the cash deposit for any or all portions of the failed securities. In the event that the Winning Bidder delivers the failed securities in part, such delivery must occur on the last business day during the thirty (30) day period in which the Winning Bidder retains the right to deliver the failed securities. CAUSEY DEMGEN&MOORE P.C. PAGE 4 Town of Southold EXHIBIT A TOWN OF SOIUTHOLD SUFFOLK COUNTY,NEW YORK CASHFLOW REQUIREMENTS Payment Total Debt Date Payment 15-Feb-17 $ 178,168.75 15-Mar-17 296,196.88 15-May-17 499,687.50 15-Aug-17 818,168.75 15-Sep-17 76,896.88 15-Nov-17 117,187.50 15-Feb-18 168,568.75 15-Mar-18 301,896.88 15-May-18 5,817,187.50 15-Aug-18 818,568.75 15-Sep-18 72,396.88 15-Feb-19 158,818.75 15-Mar-19 3,577,396.88 15-Aug-19 9,118,818.75 $22,019,959.40 i Key Dates: 1. September 13,2016 Bid Date 2. October 4,2016 Closing/Settlement Date 3. August 15,2019 Cashflow Requirement Maturity CAUSEY DEMGEN&MOORE P.C. PAGE S I Town of Southold EXHIBIT B TOWN OF SOUTHOLD SUFFOLK COUNTY,NEW YORK Security Portfolio BID FORM September 13,2016 Fax: (303)468-8233 For the Defeasance Escrow evidenced as Exhibit A in the Request for Bids, which is hereby made a part of this bid, we hereby offer to provide Eligible Securities sufficient to fund the Defeasance Escrow, meeting the requirements on the respective dates as reflected in Exhibit A. The bidder acknowledges that if it is the Winning Bidder it must sign and deliver the certificate in the form attached to the Request for Bids as Exhibit C on or prior to the Settlement Date and dated the Settlement Date. The bidder hereby represents that it did not consult with any other potential bidder about its bid,that the bid was determined without regard to any other formal or informal agreement that the potential bidder has with the Town,or any other person and that the bid is not being submitted solely as a courtesy to the Town or any other person for purposes of satisfying the requirements that (a) at least three bids be obtained from disinterested bidders having no material financial interest in the Bonds and solicited under a bona fide solicitation, (b) at least one of the three bids is from a reasonably competitive bidder and(c)the Bidding Agent did not bid to provide the investment.Terms used but not defined herein shall have the meaning provided in the Request for Bids to which this Bid Form is attached as Exhibit B. i By submitting this bid, we certify that the security or securities provided will be Eligible Securities that—subject to verification—will be sufficient in amount to meet the Cash Flow Requirement as indicated in Exhibit A. Name of Bidder: Contact: Phone: Signature: Cost of Funding:" Bids will be accepted by email at investmentbids@causeycpas.com by 11:15 a.m. Eastern Time and must be followed promptly by a faxed bid form. Please fax bid responses to Causey Demgen & Moore P.C. at (303)468-8233. ' Cost of Funding must include the cost of the Eligible Securities as well as any initial cash deposit to be made by the Town and the bidding agent fee. CAUSEY DEMGEN&MOORE P.C. PAGE 6 Town of Southold EXHIBIT C TOWN OF SOUTHOLD SUFFOLK COUNTY,NEW YORK CERTIFICATE OF THE WINNING BIDDER The undersigned hereby states and certifies to the Town of Southold, Suffolk County, New York (the "Town")as follows: 1. The undersigned is a of (the "Winning Bidder"), and is authorized to execute and deliver this certificate on behalf of the Winning Bidder and is knowledgeable with respect to the matters set forth herein. 2. The Winning Bidder is a reasonably competitive bidder of securities of the type comprising the Eligible Securities, and the Winning Bidder has no material financial interest(within the meaning of Treasury Regulations Section 1.148-5(d)(6)(iii)(B)(1))in the Town's Public Improvement Refunding Serial Bonds -2016 (the"Bonds")other than as a bidder to provide Eligible Securities to satisfy the cash flow requirements set forth as Exhibit A to the solicitation described in 4 below. 3. The Winning Bidder is, on the date hereof, delivering securities to The Bank of New York Mellon Trust Company,N.A. (the"Escrow Agent")as escrow agent to the Town against payment for such securities. 4. The Winning Bidder received a solicitation for bids with respect to the cash flow requirements and submitted its bid to provide Eligible Securities for the cash flow requirements in compliance with the terms of such solicitation. 5. The solicitation described in 4 above included all material terns of the bid, and the terms of the solicitation are commercially reasonable. 6. The Winning Bidder represents that the bid was: (1) determined without consultation with any other potential bidder, (2) determined without regard to any other formal or informal agreement with the Town or any other person (whether or not in connection with the issuance of the Bonds described herein), and (3) not submitted solely as a courtesy to the Town or any other person for purposes of satisfying the requirement that(a)at least three bids be obtained from disinterested bidders solicited under a bona fide solicitation and (b)at least one of the three bids is from a reasonably competitive bidder. 7. The Winning Bidder had no opportunity to review other bids submitted by other potential bidders before providing its bid. 8. Other than a bidding agent fee of$4,000.00 paid to Causey Demgen & Moore P.C., the Winning Bidder is not paying, and does not expect to pay, any administrative costs to third parties,including any brokerage or selling commissions, legal and accounting fees, investment advisory fees, recordkeeping, safekeeping, custody and similar costs or expenses,in connection with supplying the Eligible Securities. 9. Based upon the reasonable expectations of the Winning Bidder on the date on which the Winning Bidder offered to sell the Eligible Securities, considering the terms thereof,the yield on the Eligible Securities is not less than the yield which the Winning Bidder would have offered such Eligible Securities to others, including persons other than Governmental Units or Tax-Exempt Organizations, in transactions from sources of funds other than gross proceeds of a tax-exempt bond issue. CAUSEY DEMGEN&MOORE P.C. PAGE 7 Town of Southold 10. The price for the portfolio of Eligible Securities was determined without regard to any payment or other consideration to increase the price or reduce the yield on the Eligible Securities. The Winning Bidder acknowledges that Hawkins Delafield &Wood LLP,Bond Counsel in connection with the issuance of the Bonds, may rely upon this Certificate as a basis for its opinion regarding the exclusion of interest on the Bonds from gross income of holders thereof for federal income tax purposes Dated: October 4,2016 By: Name: Title: I CAUSEY DEMGEN&MOORE P.C. PAGE 8 Schedule 2 Bids Received ursuant to the Bid Solicitation (To be attached) 4 2483815.1 039561 TAGMT BIDS RECEIVED AND RESULTS MEMORANDUM TO: JOHN CUSHMAN,TOWN OF SOUTHOLD FROM: BILL GLASSO,CAUSEY DEMGEN&MOORE P.C. SUBJECT: SUMMARY OF OFFERS FOR THE PURCHASE OF SECURITIES-DEFEASANCE ESCROW DATE: SEPTEMBER 13,2016 CC: NOAH NADELSON,MUNISTAT SERVICES,INC. THOMAS CARTWRIGHT,MUNISTAT SERVICES,INC. PAUL TUTTLE,MUNISTAT SERVICES,INC. GINGER PETERS,MUNISTAT SERVICES,INC. ROBERT SMITH,HAWKINS DELAFIELD&WOOD LLP MARIE LIOTTA,HAWKINS DELAFIELD&WOOD LLP JENNIFER BOOTH CORDOVA,HAWKINS DELAFIELD&WOOD LLP The table below contains the complete list of firms who were solicited to provide securities and the offers they submitted on September 13,2016 for the sale of securities. PROVIDER NAME BID AMOUNT TIME RECEIVED Cantor Fitzgerald Chris Cercy $21,636,062.72 11:14 a.m.EDT Incapital Chris Patronis $21,618,297.17 11:15 a.m.EDT PNC Capital Markets (1) Robert DiPasquale $21,602,308.51 11:15 a.m.EDT Wells Fargo Securities Doug Safford $21,609,810.22 11:15 a.m.EDT BB&T Securities LLC Will Ferrell $21,614,228.57 11:14 a.m.EDT Lowest Bid $21,602,308.51 SLG Cost $21,630,537.00 Open Market Savings $28,228.49 Approximate Yield 0.86% (1)Winning Bidder William D Glasso From: Cercy, Chris <CCercy@cantor.com> Sent: Tuesday, September 13, 2016 9:12 AM To: Investment Bids Cc: Fabrizio,Stephen;Wang, Alex Subject: South Q. 21,636,062.72 CONFIDENTIAL:This e-mail, including its contents and attachments, if any, are confidential. If you are not the named recipient please notify the sender and immediately delete it. 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The FCA is a financial services industry regulator in the United Kingdom and is located at 25 The North Colonnade, Canary Wharf, London, E14 SHS. 1 Town of Southold EXHIBIT B TOWN OF SOUTHOLD SUFFOLK COUNTY,NEW YORK Security Portfolio BID FORM September 13,2016 Fax: (303)468-8233 For the Defeasance Escrow evidenced as Exhibit A in the Request for Bids, which is hereby made a part of this bid, we hereby offer to provide Eligible Securities sufficient to fund the Defeasance Fscrow, meeting the requirements on the respective dates as reflected in Exhibit A. The bidder acknowledges that if it is the Winning Bidder it must sign and deliver the certificate in the form attached to the Request for Bids as Exhibit C on or prior to the Settlement Date and dated the Settlement Date. The bidder hereby represents that it did not consult with any other potential bidder about its bid,that the bid was determined without regard to any other formal or informal agreement that the potential bidder has with the Town,or any other person and that the bid is not being submitted solely as a courtesy to the Town or any other person for purposes of satisfying the requirements that (a) at least three bids be obtained from disinterested bidders having no material financial interest in the Bonds and solicited under a bona fide solicitation, (b) at least one of the three bids is from a reasonably competitive bidder and(c)the Bidding Agent did not bid to provide the investment.Terms used but not defined herein shall have the meaning provided in the Request for Bids to which this Bid Form is attached as Exhibit B. By submitting this bid, we certify that the security or securities provided will be Eligible Securities that—subject to verification—will be sufficient in amount to meet the Cash Flow Requirement as indicated in Exhibit A. Name of Bidder: Cantor Fitzgerald&Co. Contact: Chris°Cercy Phone: (212) 829-4713 Signature: Cost of Funding:* Bids will be accepted by email at investmentbids@causeyepas.com by 11:15 a.m. Eastern Time and must be followed promptly by a faxed bid form. Please fax bid responses to Causey Demgen & Moore P.C. at (303)468-8233. " Cost of Funding must include the cost of the Eligible Securities as well as any initial cash deposit to be made by the Town and the bidding agent fee. CAUSEY DEMGEN&MOORE P.C. PAGE 6 William D Glasso From: Ferrell,Will <wferrell@bbandtcm.com> Sent: Tuesday, September 13,2016 9:14 AM To: Investment Bids Subject: BB&T CDM SOUTHOLD FOR 10/4/16 SETTL 4K FEE $21,614,228.57 DRAWS 22,019,959.40 Will Ferrell Senior Vice President BB&T Debt Capital Markets 901 East Byrd Street Suite 300 Richmond,Va 23219 Phone-804-649-3919 Toll Free 800-834-8644 Cell 804-874-6656 Fax-804-644-7682 E-Mail jwferrell@bbandtcm.com This message is intended only for the addressee. BB&T Capital Markets, a division of BB&T Securities,LLC, member FINRA/SIPC, is a wholly-owned nonbank subsidiary of BB&T Corporation. The securities sold, offered or recommended are not a deposit,not FDIC insured,not guaranteed by a bank, not guaranteed by any federal government agency and may go down in value. 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If you no longer wish to receive commercial messages from our organization through electronic means,please email the following address (donotemailcommercial@BBandTCM.com with the word "stop" in the subject line. i Town of Southold EXHIBIT B TOWN OF SOUTHOLD SUFFOLK COUNTY, NEW YORK Security Portfolio BID FORM September 13,2016 Fax: (303)468-8233 For the Defeasance Escrow evidenced as Exhibit A in the Request fix' Fids, which is hereby made a part of this bid, we hereby offer to provide Eligible Securities sufficient to fund the Defeasance Escrow, meeting the requirements on the respective dates as reflected in Exhibit A. The bidder acknowledges that it'it is the Winning Bidder it must sign and deliver the certificate in the form attached to the Request for Bids as Exhibit C on or prior to the Settlement Date and dated the Settlement Date. 'fhe bidder hereby represents that it did not consult with any other potential bidder about its bid, that the bid was determined without regard to any other formal or informal agreement that the potential bidder has with the Town,or any other person and that the bid is not being submitted solely as a courtesy to the'I'own or any other person for purposes ol'satisfying the requirements that (a) at least three bids be obtained from disinterested bidders having no material financial interest in the Bonds and solicited under a bona fide solicitation, (b) tit least one of the three bids is from a reasonably competitive bidder and(c)the Bidding Agent did not bid to provide the investment.Terms used but not defined herein shall have the meaning provided in the Request for Bids to which this laid Donn is attached as Exhibit B. By subtnitting this bid, we certify that the security or securities provided will be Eligible Securities that—subject to verification—will be sufficient in arnount to meet the Cash blow Requirement as indicated in Exhibit A. Name of Bidder: Contact: d/l�.L/� /`�YY(�// Phone: zfz r/ Signature: Cost of Funding:* � �'� 7 7l? Y-7 Bids will be accepted by email at investmentbids@eauseyepas.corn by 11:15 a.m. Eastern Time and must be followed promptly by a faxed bid firm. Please fax bid responses to Causey Demgen & Moore P.C. al. (303)468-8233. Cost of Funding must include the cost of*tile Eligible Securities as well as any initial cusp deposit to be made by the Mown and the bidding aLcnt tee. CAUSEY DEMGEN&MOORE P.C. PAGE 6 William D Glasso From: Safford@wellsfargo.com Sent: Tuesday, September 13,2016 9:15 AM To: Investment Bids Cc: Joseph.P.Celentano@wellsfargo.com;eddie.david@wellsfargo.com; Brian.Warden@welisfargo.com Subject: Request for Bids -Southold -TUES,SEPT 13 @ 11:15 EDT 21,609,810.22 Settlement Date: 10/4/16 Total Draws: 22,019959.40 Bidders Fee: $4,000 Firm Time: 10 Minutes RFP/RFQ Required Disclosure Statement This proposal is submitted in response to your Request for [Proposals/Qualifications/Bids]dated g/i3/16 .The contents of this proposal and any subsequent discussions between us, including any and all information, recommendations,opinions, indicative pricing, quotations and analysis with respect to any municipal financial product or issuance of municipal securities, are provided to you in reliance upon the exemption provided for responses to requests for proposals or qualifications under the municipal advisor rules (the "Muni Advisor Rules") of the Securities and Exchange Commission(the"SEC")(the"Municipal Advisor Rule").[")240 CFR 15Ba1- 1 et seq..4 The Staff of the SEC's Office of Municipal Securities has issued guidance which provides that, in order for a request for proposals to be consistent with this exemption, it must (a) identify a particular objective, (b) be open for not more than a reasonable period of time (up to six months being generally considered as reasonable), and (c) involve a competitive process by (such as by being provided to at least three reasonably competitive service providers or by being publicly posted to your official website). In submitting this proposal, we have relied upon your compliance with this guidance. In submitting this proposal (a) Wells Fargo Securities is not acting as your Municipal Advisor, providing you with municipal advisory services and does not owe a fiduciary duty to you pursuant to Section 15B of the Securities Exchange Act of 1934 to you with respect to the information and material contained in this proposal in the event you are a municipal entity; (b) Wells Fargo Securities is acting for its own interests; and (c) you should discuss any information and material contained in this proposal with any and all internal or external advisors and experts that you deem appropriate before acting on this information or material. Doug Safford, CFA Director Fixed Income Sales and Trading Wells Fargo Securities, LLC 100 West Washington, MAC 54101-17L Phoenix, AZ 85003 602-378-4002-Phone 800-218-3125 602-378-4001-Fax We Cannot Accept Trades Submitted by E-mail or Fax. This email is subject to a disclairner,please clink on the following link or cut and paste the link into the address bar of your browser. https://www.welisfargo.com/com/disclaimer/ged5 1 Town of Southold EXHIBIT B TOWN OF SOUTHOLD SUFFOLK COUNTY, NEW YORK Security Portfolio BID FORM September 13,2016 Fax: (303)468-$233 For the Defeasance Escrow evidenced as Exhibit A in the Request for Bids, which is hereby made a part of this bid, we hereby offer to provide Eligible Securities sufficient to fund the Defeasance Escrow, meeting the requirements on the respective dates as reflected in Exhibit A. The bidder acknowledges that if it is the Winning Bidder it must sign and deliver the certificate in the form attached to the Request for Bids as Exhibit C on or prior to the Settlement Date and dated the Settlement Date. The bidder hereby represents that it did not consult with any other potential bidder about its bid,that the bid was determined without regard to any other formal or informal agreement that the potential bidder has with the Town,or any other person and that the bid is not being submitted solely as a courtesy to the Town or any other person for purposes of satisfying the requirements that (a) at least three bids be obtained from disinterested bidders having no material financial interest in the Bonds and solicited under a bona fide solicitation, (b) at least one of the three bids is from a reasonably competitive bidder and(c)the Bidding Agent did not bid to provide the investment.Terms used but not defined herein shall have the meaning provided in the Request for Bids to which this Bid Form is attached as Exhibit B. i By submitting this bid, we certify that the security or securities provided will be Eligible Securities that—subject to verification—will be sufficient in amount to meet the Cash Flow Requirement as indicated in Exhibit A. Name of Bidder: Wells Fargo Securities,LLC Contact: Doug Safford Phone: 602-378-4002 Signature: Cost of Funding:* $21,609,810.22 Bids will be accepted by email at investmentbids(a_causevcpas.com by 11:15 a.m. Eastern Time and must be followed promptly by a faxed bid form. Please fax bid responses to Causey Demgen & Moore P.C. at (303)468-8233. Cost of Funding must include the cost of the Eligible Securities as well as any initial cash deposit to be made by the Town and the bidding agent fee. CAUSEY DEMGEN&MOORE P.C. PAGE 6 William D Glasso From: DiPasquale, Robert M <Robert.DiPasquale@pncbank.com> Sent: Tuesday, September 13,2016 9:15 AM To: William D Glasso;Investment Bids Cc: Adler, Richard K;Kleinsmith, Kevin J; Paskert, Melanie;Tobun, Abi Subject: RE: Request for Bids - Southold -TUES, SEPT 13 @ 11:15 EDT Hi Bill—our level is $21,594,957.72 Thank you, Robert M. DiPasquale 412.762-9650 From:William DGlasso (maiito:Wglasso@causevcpas.com] Sent: Monday,September 12, 2016 6:33 PM To: rsmith@hawkins.com;icordova@hawkins.com; Noah Nadelson-<nnadelson@munistat.com>;Tom Cartwright <tcartwright@munistat.com>; Paul Tuttle<ptuttle@munistat.com>; 'gpeters@munistat.com'<gpeters@munistat.com>; christopher.spinelli@bnymellon.com; 'daniel.davis@bnymellon.com'<daniel.davis@bnymellon.com>; 'janet.russo@bnymellon.com'yanet.russo@bnvmellon.com>;wiackson@hawkins.com; borgan@hawkins.com; 'npark@hawkins.com'<npark@hawkins.com> Cc: Hisam K Derani<hderani@causevcpas.com>; Nathan A. Plock<nplock@causevcpas.com> Subject:Request for Bids-Southold-TUES,SEPT 13 @ 11:15 EDT Attached, please find a Request for Bids form for the Town of Southold.The Town will be accepting bids until 11:15 a.m. EDT,Tuesday,September 13`h. Eligible securities will consist of Treasury securities only as more fully described in the attached bid form. Thank you and we look forward to receiving your bid. Bill Bill Glasso Causey Demgen &Moore P.C. 1125 Seventeenth Street Suite 1450/ Denver, CO 80202 Phone (303)672-9886/Fax(303)468-8233 www.causeycpas.com Cause Y This electronic transmission contains information from Causey Demgen&Moore P.c.which is intended for the use of the individual to whom it is addressed,and which may contain information that is confidential.,lf the reader of this message is not the Intended recipient any disclosure, dissemination,distribution,copying or other use of this communication or its substance is prohibited.If you have received this communication in i error,please notify us and destroy the original transmission.Thank you. i The contents of this email are the property of the sender. If it was not addressed to you, you have no legal right to read it. If you think you received it in error, please notify the sender. Do not forward or copy without permission of the sender. 1 William D Glasso From: DiPasquale, Robert M <Robert.DiPasquale@pncbank.com> Sent: Tuesday, September 13, 2016 9:18 AM To: William D Glasso;Investment Bids Cc: Adler, Richard K; Kleinsmith, Kevin J; Paskert, Melanie;Tobun,Abi Subject: RE: Request for Bids -Southold -TUES,SEPT 13 @ 11:15 EDT My apologies Bill - $21,602,308.51 Thank you, Robert M. DiPasquale 412.762-9650 From: DiPasquale, Robert M Sent:Tuesday,September 13,2016 11:15 AM To: 'William D Glasso'<Wglasso@causeycpas.com>;Causey Group<investmentbids@causevcpas.com> Cc:Adler, Richard K<richard.adler(c@pnc.com>; Kleinsmith, Kevin 1<kevin.kleinsmith@pnc.com>; Paskert, Melanie <melanie.paskert@pnc.com>;Tobun,Abi<abi.tobun@pnc.com> Subject: RE: Request for Bids-Southold-TUES,SEPT 13 @ 11:15 EDT Hi Bill—our level is $21,594,957.72 Thank you, Robert M. DiPasquale 412.762-9650 From:William D Glasso [mailto:Wglasso@causeycpas.comj Sent: Monday,September 12,2016 6:33 PM To: rsmith@hawkins.com; icordova@hawkins.com; Noah Nadelson<nnadelson@munistat.com>;Tom Cartwright <tcartwright@munistat.com>; Paul Tuttle<ptuttle@munistat.com>; 'gpeters@munistat.com'<gpeters@munistat.com>; christopher.spinelli@bnvmellon.com; 'daniel.davis@bnymellon.com'<daniel.davis@bnymellon.com>; 'janet.russo@bnymellon.com'<janet.russo@bnymellon.com>;Jackson@hawkins.com;borgan@hawkins.com; 'npark@hawkins.com'<npark@hawkins.com> Cc: Hisam K Derani<hderani@causevcpas.com>; Nathan A. Plock<nplock@causeycpas.com> Subject: Request for Bids-Southold-TUES,SEPT 13 @ 11:15 EDT Attached, please find a Request for Bids form for the Town of Southold.The Town will be accepting bids until 11:15 a.m. EDT,Tuesday,September 13th. Eligible securities will consist of Treasury securities only as more fully described in the attached bid form. Thank you and we look forward to receiving your bid. Bill Bill Glasso Causey Demgen & Moore P.C. 1125 Seventeenth Street Suite 1450/Denver, CO 80202 Phone(303)672-9886/Fax(303)468-8233 www.causeycpas.com 1 — INBOUND NOTIFICATION : FAX RECEIVED SUCCESSFULLY TIME RECEIVED REMOTE CSID DURATION PAGES STATUS September 13, 2016 at 9:12:21 AM MST 55 1 Received Sep. 13. 2016 12; 10PM PNC Bank No. 0374 P. 1 Town of Southold EXHIBIT B TO'W'N OF SOUTHOLD SUFFOLK COUNTY,NE'aV'YORK Security Portfolio Bm l ORM September 13,2016 Fax: (303)466-$233 For the Defeasance Escrow evidenced as Exhibit A in the Request for Bids,which is hereby made a part of this bid, we hereby offer to provide Eligible Securities sufficient to fund the Defeasance Escrow, meeting the requirements on the respective dates as reflected in Exhibit A. The bidder acknowledges that if it is the Winning Bidder it must sign and deliver the certificate in the form attached to the Request for Bids as >cxhibit C on or prior to the Settlement Date and dated the Settlement bate. The bidder hereby represents that it did not consult with any other potential bidder about its bid,that the bid was determined without regard to any other formal or informal agreement that the potential bidder has with the Town,or any other person and that the bid is not being submitted solely as a courtesy to the Town or any other person for purposes of satisfying tho requirements that (a) at least three bids be obtained from disinterested bidders having no material financial interest in the Bonds and solicited under a bona fide solicitation,(b)at least one of the three bids is from a reasonably competitive bidder and(c)the Bidding Agent did not bid to provide the investment.Terms used but not defined herein shall have the meaning provided in the Request for Bids to which this Bid Norm is attached as Exhibit B. By submitting this bid, we certify that the security or securities provided will be Eligible Securities i that—subject to verification—will be sufficient in amount to meet the Cash Flow Requirement as indicated in Exhibit A. Name ofDidder: Contact: Phone: Signature: Cost of Funding:* Bids will be accepted by email at investmentbidsacausUaas.com by 11:15 a.m.Eastern Time and must be followed promptly by a faxed bid form. Please fax bid responses to Caitsey Demgen&Moore P.C. at (303)468-8233. Cost of Funding must include the cost of.ft Eligible Securities as well as any initial cash depositto be made by the Town and the bidding agent fee. CAUSEY DEMGt:N$MOORE P.C. PAGE 6 William D Glasso From: Patronis, Chris <cpatronis@incapital.com> Sent: Tuesday, September 13,2016 9:15 AM To: William D Glasso Cc: Investment Bids Subject: 11:15: Request for Bids- Southold - TUES,SEPT 13 @ 11:15 EDT 11,26.1,112.50 Southhold Town NY 8/15 bonds 11,010,968.71 4,324,784.40 Southhold Town NY 3/15 bonds 4,246,334.76 6,434,062.50 Southhold Town NY 5/15 bonds 6,360,993.70 22,019,959.40 total 21,618,297.17 Chris Patronis Managing Director Institutional Sales = INCAPITAL 405 Lexington Ave. Suite 50-B, New York, NY 10174 Officei+1.212.624.5831 chris.patronis(a)incapitai.com I Incapital.com I s © Copyright 2016 Incapital.All rights reserved. This message is intended only for the addressee. Please notify the sender by e-mail if you are not the intended recipient. If you are not the intended recipient,you may not copy,disclose,or distribute this message or its contents to any other person and any such actions may be unlawful. Please see http://www.incaPitaf.com/Legal/Electronic Communications Disclaimer.aspx for offering documents, risk disclosures, order handling practices and other terms and conditions relating to this email. Incapital does not accept time sensitive, action-oriented messages or transaction orders, including orders to purchase or sell securities via e-mail. Incapital reserves the right to monitor, maintain and review the content of all messages sent to or from this e-mail address. i From:William D Glasso [mailto:Wglasso@causeycpas.com] Sent:Monday,September 12, 2016 6:33 PM To: rsmith@hawkins.com; icordova@hawkins.com; Noah Nadelson<nnadelson@munistat.com>;Tom Cartwright <tcartwright@munistat.com>; Paul Tuttle <ptuttle@munistat.com>; 'gpeters@munistat.com'<gpeters@munistat.com>; christopher.spinelli@bnvmellon.com; 'daniel.davis@bnymellon.com'<daniel.davis@bnvmellon.com>; 'ja net.russo@ bnymellon.com'<ianet.russo@bnymellon.com>;wiackson@hawkins.com; borgan@hawkins.com; 'npark@hawkins.com'<npark@hawkins.com> 1 i t { Town of Southold a EXHBIT B i TOWN OF SOUTHOLD SUFFOLK COUNTY,NEW YORK Security Portfolio BID FORM September 13,2016 Fax: (' 03)468-8233 For the Defeasance Escrow evidenced as Exhibit A in the Request for Bids,which is hereby made a E part of this bid, we hereby offer to provide Eligible Securities sufficient to fund the Defeasance Escrow, meeting the requirements on the respective dates as reflected in Exhibit A. The bidder acknowledges that if it is the Winning Bidder it must sign and deliver the certificate in the form attached to the Request for Bids as , Exhibit C on or prior to the Settlement Date and dated the Settlement Date. The bidder hereby represents that it did not consult with any other potential bidder about its bid,that the bid was determined without regard to any II other formal or informal agreement that the potential bidder has with the Town,or any other person and that the bid is not being submitted solely as a courtesy to the Town or any other person for purposes of satisfying the f requirements that (a) at least three bids be obtained from disinterested bidders having no material financial interest in the Bonds and solicited under a bona fide solicitation, (b) at least one of the three bids is from a reasonably competitive bidder and(c)the Bidding Agent did not bid to provide the investment.Terms used but not defined herein shall have the meaning provided in the Request for Bids to which this Bid Form is attached as Exhibit B. By submitting this bid, we certify that the security or securities provided will be Eligible Securities that—subject to verification—will be sufficient in amount to meet the Cash Flow Requirement as indicated in Exhibit A. ; I Name of Bidder: Contact: Phone: Signature: ' Cost of Funding:* Bids will be accepted by email at investmentbidsQcauseycpas.com by 11:15 a.m.Eastern Time and must be followed promptly by a faxed bid form. Please fax bid responses to Causey Demgen&Moore P.C. at ! (303)468-8233. • Cost of Funding must include the cost of the Eligible Securities as well as any initial cash deposit to be made by the Town and I the bidding agent fee. f . i CAUSEY DEMGEN S.MOORE P.C. PAGE 6 i Schedule 3 Cost Comparison of SLGS and Escrow Securities 5 2483815.1 039561 TAGMT SLG PORTF®LI® TOWN OF SOUTHOLD 13-Sep-16 FLOW 09:01 AM EXHIBIT A TOWN OF SOUTHOLD SUFFOLK COUNTY,NEW YORK PUBLIC IMPROVEMENT REFUNDING SERIAL BONDS-2016 ESCROW ACCOUNT CASH FLOW AS OF OCTOBER 4,2016 Cash Receipts From Reinvestment In Adjusted Cash Cash U.S.Treasury Zero-Coupon Receipts From Disbursements Securities U.S.Treasury SLGS U.S.Treasury From Escrow Cash Date (Exhibit A4) (Investments) Maturities Securities (Exhibit B) Balance Beginning Balance: $0.52 15-Nov-16 $4,630.53 $4,630.53 4,631.05 15-Feb-17 173,538.27 173,538.27 178,168.75 0.57 15-Mar-17 296,197.09 296,197.09 296,196.88 0.78 15-May-17 499,687.69 499,687.69 499,687.50 0.97 15-Aug-17 818,168.04 818,168.04 818,168.75 0.26 15-Sep-17 76,897.36 76,897.36 76,896.88 0.74 15-Nov-17 117,187.16 117,187.16 117,187.50 0.40 15-Feb-18 168,5 69.13 168,569.13 168,568.75 0.78 15-Mar-18 301,896.57 301,896.57 301,896.88 0.47 15-May-18 5,817,187.30 5,817,187.30 5,817,187.50 0.27 15-Aug-18 818,569.41 818,569.41 818,568.75 0.93 15-Sep-18 72,396.34 72,396.34 72,396.88 0.39 15-Feb-19 158,818.52 158,818.52 158,818.75 0.16 15-Mar-19 3,577,397.44 3,577,397.44 3,577,396.88 0.72 15-Aug-19 9,118,818.03 9,118,818.03 9,118,818.75 0.00 $22,019,958.88 $0.00 $0.00 $22,019,958.88 $22,019,959.40 CASTE kFCIA1116)oG11 ;91):Sw:l6 SSGx�n3 N.G�.16 ,:;�,a abl.4u IH 16) Jb> JL5 Mf J6! 355 ,H ru ,11 lu 16+ Ibl ,H 1N 1H rallmm�.l roux oPsamloln n.n).rc If1rROYt_sffM Rtl�L SG S]AIAL RGVM)016 cwE Irrxelrls axo.41 me ucxorvmxSzvRmta Hlsl).A SY>eJ3).ba 3H+913p IIK13a.00 S;AI.IH.W —11— a7 SnuP1.m f9Pl8n1m n5swax motx nslFfm xRl.nxm cs11� rsar uxm ]ncln a5y.csm sm tsis:em N.53 H.361:6 H.aOlI tt+411]a) II}Yr).) ]I+I.N;EI 3'591.10 f20w.f0 ffr9.19 fA.al.rtt 1>J.ae E) ntlrt5.001 Hi_oH 6t iu rr s19?.1! 5)la+r., AS19).M _ HA.w1.J �f tb m.cmw ».ebaw fnasu.9r >99.n 2tA ba +A.4 J9.H].ws aubPa Ity I) H,1.19.A 9+i.11 _15.ro 1+a1H MA).>6 IS.L'w.1) 9>.It6b +Ji0t0.>0 11),I n.1b I}flvlt ,n.a).n 215.90 1aba++ A1.696.n tf.3N'.It st131nA ;in.1t;N IS-Awlt n;1gM bAA A.W>.m {I;Nn.al r15mlt s).1ff.A3 Ha>++ )2390H Iril)].+9 A.9nm ntsE h 191 nba HA+a.,] N IJa.A ro>.!Jas> nlsal5+ 60..5) KSH SSt bl)W sa s nbH fl] A)OSSOs n5 U.4]wuwvcvlit�.of fuklrNFu(kte w3s�1 om�m+.m s�ie+1 lwlWwr ,>49+tH n1L Faun Hq.aDWliukao.,Lid W�isinJ 5ninJ TOWN OF SOUII)OlU )3-SgP16 COST 09.01 AM 04-Oc1.16 EKHIBITA-2 TOWN OF SOUTHOLD SUFFOLK COUNTY,NEW YORK PUBLIC IMPROVEMENT REFUNDING SERIAL BONDS-2016 DESCRIPTION OP THE ESCROWED SECURITIES AS OF OCTOBER 4,2916 ,er110Prcrbu0lnl Slllkmeot M9mr)ty Per C-l" Tdd Accr,ld Tom) dA,h.k (1.46) Pml d." Dmt Vete T, D,te D,I. A-... R,I. Puce Cosi I,tercsl c- 04-APr-)7 04-W SI.GS 09.04.16 15-1`,x13 $141.327.00 0.420% IOO.0000005' 5141,527.00 0.00 SW1,327A0 0.57 04-Apr.17 04-0e1-16 SLG$ 04-04-16 IS-Mac-17 3281,495.00 0180% 100.001100%6 281.485.00 0.00 281.485.00 0.78 04-APrv17 04-Q-.16 SIRS 04-04.16 ISM,)+17 3477,7%.00 0.550% 100.000000% 477,7%.00 0.00 477,796.00 0.97 04-A1u-17 M{3cD16 SLOS O4-0u-16 15-Mgp)7 $770,853.00 0.5504: )00.0DOOM% 77),853.00 0.07 770,853.00 016 09-A1v-17 04.04.16 SLOS 04-(k1.16 ISSgrl7 Sf .7.14 O.SGO% 100.000300% f{).807.00 O.OU 6U,BU7.OU 0.74 04.A)r-17 04-04-)6 SLOB 04-0,146 15-Nor-17 $%,901.00 0.590% 100.00000016 %.901.00 000 %,901.00 040 04-Air-17 04431(-16 Sl-CS 044711-16 152"S S124.913.00 0.64'% 1000011000'% 124,913.00 0.00 124,913AD 0.78 04-Apr-17 00.04-16 SI.GS 04-01(-16 IS-Mm-18 S2M.,M.00 0.660% 100.0007004' 286.129.00 0.00 286,129.00 0.47 04-A1r-17 04-0:1.16 SLGS 044711.16 15-M),I8 $5,797,187.00 0.690% 100.00 5.797,177.00 G. 5.797 19700 0.27 04-Ap'-17 04-OJ-)6 SLOS 04-04.16 15-All-18 $775.)13,00 0.730% 100.000000%. 775113.00 0.00 775,313.00 0.93 00-AIa-17. W-01(-16 SI.GS 04-011-16 ISSgr 18 557,573.00 0.750-A 100.00()000% 57,573.00 0.00 57,57;.00 0.39 04-A)r-17 04-0,1-)6 SIRS 04.01.16 IS-Fd>19 $118,392.00 0.810% IW.00DD0% 1)8192.00 0.00 118,792.00 0.16 09-Air-17 (14-00 16 SLG.S 04-04-)6 13-M,ry 19 $3,562,790.00 0.820Y. IOO.OD0000% 3,562,790.00 0.00 7,562,790.00 0.72 O4-AIx-17 004)LI-16 SLG$ Od-0cF16 ISMV-19 $9.078.871.00 0.880% IOO.ODD000Y. 9.078,871.00 O.W 9078,871.00 0.00 $21,630,537.00 $21,630,537.00 $0.00 321,630,537.00 T-1 Fs Cc01 21,630,537.52 1 i 1 1 I WINNING BIDDER CERTIFICATE INBOUND NOTIFICATION : FAX RECEIVED SUCCESSFULLY " TIME RECEIVED REMOTE CSID DURATION PAGES STATUS September 15, 2016 at 10:58:18 AM MST 49 2 Received Sep. 15. 2016 1 57P PNC Bank No. 0392 P, 1 ' Town of Southold ExalHIT C TOWN OF SOUTHOLD SUFFOLK COUNTY,NEW YORK CERTIFICATE OF THE WINNING BIDDER The undersigned hereby states and certifies to the Town of Southold, Suffolk County, New York (the "Town")as follows: 1. The undersigned is a ttift ,2a r p) A-V J.x of (the "Winning Bidder"),and is auth xecute and deliver this certificate on behalf of the Winning Bidder and is knowledgeable with respect to the matters set forth herein. 2, The Winning Bidder is a reasonably competitive bidder of securities of the type comprising the Eligible Securities,and the Winning Bidder has no material financial interest(within the meaning of Treasury Regulations Section 1.148-5(d)(6)(iii)(B)(1))in the Town's Public Improvement Refunding Serial Bonds-2016(the"Bonds")other than as a bidder to provide Eligible Securities to satisfy the cash flow requirements set forth as Exhibit A to the solicitation described in 4 below. 3. The Winning Bidder is, on the date hereof, delivering securities to The Bank of New York McIlon Trust Company,N.A. (the"Escrow Agent")'as escrow agent to the Town against payment for such securities. 4. The Winning Bidder received a solicitation for bids with respect to the cash flow requirements and submitted its bid to provide Eligible Securities for the cash flow requirements in compliance with the terms of such solicitation. 5. The solicitation described in 4 above included all material terms of the bid, and the terms of the solicitation are commercially reasonable. 6. The Winning Bidder represents that the bid was:(1)determined without consultation with any other potential bidder, (2)determined without regard to any other formal or informal agreement with the Town or any other porson (whether or not in connection with the issuance of the Bonds described herein), and(3)not submitted solely as a courtesy to the Town or any other person for purposes of satisfying the requirement that(a)at least three bids be obtained from disinterested bidders solicited under a bona fide solicitation and(b)at least one of the three bids is from a reasonably competitive bidder. 7. The Winning Bidder had no opportunity to review other bids submitted by other potential bidders before providing its bid. S. Other than a bidding agent fee of$4,000.00 paid to Causey Demgen &Moore P.C., the Winning Bidder is not paying,and does not expect to pay,any administrative costs to third parties, including any brokerage or selling commissions, legal and accounting fees, investment advisory fees, recordkoeping,safekeeping,custody and similar costs or expenses,in connection with supplying the Eligible Securities, 9. Based upon the reasonable expectations of the Winning Bidder on the date on which the Winning Bidder offered to sell the Eligible Securities,considering the terms thereof,the yield on the Eligible Securities is not less than the yield which the Winning Bidder would have offered such Eligible Securities to others,including persons other than Governmental Units or Tax-Exempt Organizations, in transactions from.sources of funds other than gross proceeds of a tax-exempt bond issue_ CAUSEY DEmtiEN&MOORE P.C, PAGE 7 Sep, 15. 2016 1 57P PNC Bank No. 0392 P. 2 Town of Southold 10. The price for the portfolio of Bligible Securities was determined without regard to any payment or other consideration to increase the price or reduce the yield on the Eligible Securities. The Winning Bidder acknowledges that Hawkins Delafield&Wood LLP,Bond Counsel in connection with the issuance of the Bonds,may rely upon this Certificate as a basis for its opinion regarding the exclusion of interest on the Bonds from gross income of holders thereof for federal income tax purposes Dated: October 4,2016 By: Title: i CAUSEY DEMGEN&MOORE P.C. PAGE 8 WINNING PORTFOLIO Sep 13,2016 11:52 am Prepared by PNC Capital Markets Defeasance Group (Finance 7.012 09.16 RMD:CAUSEY-SOUTHOLD,SOUTHOLD)Page 1 Escrow Cost Causey Demgen&Moore P.C. Townm of Southold Type of Maturity Accrued Security Date Par Amount Rate Yield Price Cost Interest Total Cost TSTRIP-1 2/15/2017 140,000 0.59.7236% 99.78300000 139,696.20 139,696.20 TNote 3/15/2017 276,000 0.750% 0.496108% 100.11328125 276,312.66 108.65 276,421.31 TSTRIP-1 5/15/2017 470,000 0.684869% 99.58100000 468,030.70 468,030.70 TNote 8/15/2017 810,000 0.875% 0.670481% 100.17578125 811,423.83 962.98 812,386.81 TNote 9/15/2017 57,000 1.000% 0.680908% 100.30078125 57,171.45 29.92 57,201.37 TNote 11/15/2017 88,000 0.875% 0.726753% 100.16406250 88,144.38 297.12 88,441.50 TSTRIP-1 2/15/2018 164,000 0.790166% 98.93000000 162,245.20 162,245.20 TNote 3/15/2018 282,000 1.000% 0.744431% 100.36718750 283,035.47 148.01 283,183.48 TNote 5/15/2018 5,789,000 1.000% 0.768122% 100.37109375 5,810,482.62 22,337.99 5,832,820.61 TNote 8/15/2018 814,000 1.000% 0.784171% 100.39843750 817,243.28 1,105.98 818,349.26 TNote 9/15/2018 54,000 1.000% 0.801455% 10038281250 54,206.72 28.34 54,235.06 TNote 2/15/2019 158,000 0.750% 0.860331% 99.74218750 157,592.66 161.01 157,753.67 TNote 3/15/2019 3,560,000 1.000% 0.864181% 100.32812500 3,571,681.25 1,868.51 3,573,549.76 TSTRIP-1 8/15/2019 9,118,000 0.936595% 97.35922549 8,877,214.18 8,877,214.18 21,780,000 21,574,480.60 27,048.51 21,601,529.11 Purchase Cost of Total Escrow Date Securities Cash Deposit Cost Yield 10/4/2016 21,601,529.11 779.40 21,602,308.51 0.874485% 21,601,529.11 779.40 21,602,308.51 i Sep 13,2016 11:52 am Prepared by PNC Capital Markets Defeasance Group (Finance 7.012 09.16 RMD:CAUSEY-SOUTHOLD,SOUTHOLD)Page 2 Escrow Sufficiency Causey Demgen&Moore P.C. Townm of Southold L•scrow Net Escrow Excess Excess Date Requirement Receipts Receipts. Balance 10/4/2016 779.40 779.40 779.40 11/15/2016 29,330.00 29,330.00 30,109.40 2/15/2017 178,168.75 148,206.25 -29,962.50 146.90 3/15/2017 296,196.88 296,800.00 603.12 750.02 5/15/2017 499,687.50 499,330.00 -357.50 392.52 8/.15/2017 818,168.75 818,206.25 37.50 430.02 9/15/2017 76,896.88 76,765.00 -131.88 298.14 11/15/2017 117,187.50 1.17,330.00 142.50 440.64 2/15/2018 168,568.75 168,662.50 93.75 534.39 3/15/2018 301,896.88 301,480.00 -416.88 117.51 5/15/2018 5,817,187.50 5,817,945.00 757.50 875.01 8/15/2018 818,568.75 818,662.50 93.75 968.76 9/15/2018 72,396.88 72,070.00 -326.88 641.88 2/15/2019 158,818.75 158,592.50 -226.25 415.63 3/15/2019 3,577,396.88 3,577,800.00 403.12 818.75 8/15/2019 9,118,818.75 9,118,000.00 -818.75 22,019,959.40 22,019,959.40 0.00 i TRADE TICKEETS <Menu> to Return to Your •Inbox 09/13/1613:11:31 c From MELANIE PASKERT (PNC BANK NATIONAL AS) +1=216-222-9154 j Subject ID : 912833KL3 *Trade Ticket* As of Date: 09/13/2016 12:52:020 Attached No Attachments 91) • - 216/222-9154 800/622-1168 ID : 912833KL3 *Trade Ticket* As of Date: 09/13/2016 12:52:02 TRDR/SLS MELANIE PASKERT Settlement : 10/4/2016 SELLS 140 (M) ISSUER:STRIPS Security S 0 02/15/17 Price 99.783 Yield :0.597236 Yield to: 2/15/2017 at 100.00 E. Notes {912833KL3 GOVT DES <GO>} Principal USD 139,696.20 Accrued ( 50 days) 0.00 Transaction Costs 0.00 Total USD 139,696.20 THIS TICKET (#1497620) GENERATED BY BLOOMBERG TOMS / POMS SYSTEM x To learn more about. the BLOOMBERG Professional® service, SN 557078 EDT GMT-4:00 H604-777-0 13-Sep-2016 13:11:36 i I i Australia 61 2 9777 8600 Brazil 5511 2395 9000 Europe 44 20 7330 7500 Germany 49 69 9204 1210 Hong Kong 852 2977 6000 Japan 81 3 3201 8900 Singapore 65 6212 1000 U.S. 1 212 318 2000 Copyright 2016 Bloomberg Finance L.P. i I <Menu> to Return to Your Inbox owln- 10 09/13/1613:11:23 From Q MELANIE PASKERT (PNC BANK NATIONAL AS) _ +1-216-222-9154 Subject ID : 91282802 Trade Tickets As of Date: 09/13/2016 12:55:05 �; ,q C Attached No Attachments 91) Z • - • � 216/222-9154 800/622-1168 ID : 912828C32 Trade Ticl<et#. As of Date: 09/13/2016 12:55:05 TRDR/SLS MELANIE PASKERT Settlement : 10/4/2016 SELLS 276 (M) ISSUER:US TREASURY N/B Security T 0 4 03/15/17 Price 100-0358 Yield:0.496108 Yield to: 3/15/2017 at 100.00 1 Notes {912828C32 GOVT DES <GO>} Principal USD 2767312.66 Accrued ( 19 days) 108.65 Transaction Costs 0. 00 Total USD 276,421.31 THIS TICKET (#1497622) GENERATED BY BLOOMBERG TOMS / POMS SYSTEM To learn more about the BLOOMBERG Professionals service, SN 557078 EDT GMT-4:00 11604-777-0 13-Sep-2016 13:11139 Australia 61 2 9777 8600 Brazil 5511 2395 9000 Europe 44 20 7330 7500 Germany 49 69 9204 1210 Hong Kong 052 2977 6000 Japan 81 3 3201 8900 Singapore 65 6212 1000 U.S. 1 212 318 2000 Copyright 2016 Bloomberg Finance L.P. <Menu> to Return to Your Inbox wizin- mr_j�;. MMEMI 1 0 t ' ' 1• . 1#4 09/13/16 13:11:11 From MELANIE PASKERT (PNC BANK NATIONAL AS) +1-216-222-91 Subject ID : 912833KM1 *Trade Ticket* As of Date: 09/13/2016 12:55:59 A 0 Attached No Attachments 91) M6V6.- 216/222-9154 800/622-1168 ID : 912833KM1 +Trade Ticket* As of Date: 09/13/2016 12:55:59 TRDR/SLS ; MELANIE PASKERT Settlement : 10/4/2016 SELLS 470 (N) ISSUER:STRIPS Security S 0 05/15/17 Price 99.581 Yield:0.684869 Yield to: 5/15/2017 at 100.00 i Notes {912833KM1 GOVT DES <GO>} Principal USD 4681030.70 Accrued (142 days) 0.00 Transaction Costs 0.00 Total USD 4687030.70 THIS TICKET (#1497624) GENERATED BY BLOOMBERG TOMS / POMS SYSTEM To learn more about the BLOOMBERG Professional® service, SN 557078 EDT GMT-4:00 H604-777-0 13-Sep-2016 13:11:42 Australia 61 2 9777 8600 Bxazil 5511 2395 9000 Europe 44 20 7330 7500 Germany 49 69 9204 1210 Hong Kong 852 2977 6000 Japan 81 3 3201 8900 Singapoxe 65 6212 1000 U.S. 1 212 318 2000 Copyright 2016 Bloomberg Finance L.P. i i i { : i I if I <Menu> to Return to Your Inbox 09/13/16 13:11:03 From Q)MELANIE PASKERT (PNC BANK NATIONAL AS) +1-216-222-9154 Subject ID : 912828D49 *Trade Ticket* As of Date: 09/13/2016 12:56:58 , Attached No Attachments 91} - • 216/222-9154 800/622-1168 ID : 912828D49 *Trade Ticket+ As of Date: 09/13/2016 12:56:58 TRDR/SLS ; MELANIE PASKERT Settlement : 10/4/2016 SELLS 810 (M) ISSUER:US TREASURY N/B Security : T 0 7 08/15/17 Price 100-058 Yield:0.670481 Yield to: 8/15/2017 at 100.00 Notes {912828D49 GOVT DES <GO>} Principal USD 811,423 .83 Accrued ( 50 days) 962.98 Transaction Costs 0.00 Total USD 8121386.81 THIS TICKET (#1497626) GENERATED BY BLOOMBERG TOMS / POMS SYSTEM To learn more about the BLOOMBERG Professional® service, SH 557078 EDT GMT-4:00 H604-777-0 13-Sep-2016 13:11:46 i i i i Australia 61 2 9777 8600 Brazil 5511 2395 9000 Europe 44 20 7330 7500 Germany 49 69 9204 1210 Hong Kong 952 2977 6000 Japan 81 3 3201 8900 Singapore 65 6212 1000 U.S. 1 212 318 2000 Copyright 2016 Bloomberg Finance L.P. I I i t i jj f i 1 <Menu> to Return to Your Inbox Elsom- ml 6� • ,.- 09/13/16 13:10:56 From G MELANIE PASKERT {PNC BANK NATIONAL AS} +1-216-222-9154 Subject ID : 912828D98 *Trade Ticket* As of Date: 09/13/2016 12:57:49 '= ! Attached No Attachments 91) 216/222-9154 800/622-1168 ID ; 912828D98 *Trade Ticket* As of Date: 09/13/2016 12;57:49 TRDR/SLS ; MELANIE PASKERT . .Settlement : 10/4/2016 SELLS 57 (M} ISSUER:US TREASURY N/B Security : T 1 09/15/17 Price : 100-0958 Yield:0.680908 Yield to: 9/15/2017 at 100.00 i Notes {912828D% - GOVT DES <GO>} Principal USD 57,171.45 Accrued ( 19 days) 29.92 Transaction hosts 0.00 Total USD. 57,201.37 THIS TICKET (#1497628) GENERATED BY BLOOMBERG TOMS / POMS SYSTEM To learn more about the BLOOMBERG ProfessionalO service, SW 5570'70 F.DT GMT-4:00 H604-777-0 13-Sep-2016 13:11:49 Australia 61 2 9777 8600 Brazil. 5511 2395 9000 Europe 44 20 7330 7500 Germany 49 69 9204 1210 Hong Kong 052 2977 6000 Japan 81 3 3201 8900 Singapore 65 6212 1000 O.S. 1 212 318 2000 Copyright 2016 Bloomberg Finance L.P. <Menu> to Return to Your Inbox 104 *� 09/13/16 13:10:49 From MELANIE PASKERT (PNC BANK NATIONAL AS) +1-216-222-9154 Subject ID : 912828G20 *Trade Ticket* As of Date: 09/13/2016 12:58:40 , Attached No Attachments. 91)* - 216/222-9154 800/622-1168 ID : 912828G20 *Trade Ticket# As of Date: 09/13/2016 12:58:40 TRDR/SLS MELANIE PASKERT Settlement 10/4/2016 SELLS 88 (M) ISSUER:US TREASURY N/B Security T 0 8 11/15/17 Price 100-05?4 Yleld:0.726753 Yield to: 11/15/2017 at 100.00 Notes {912828620 GOVT DES <GO>} Principal USD 88,144. 38 Accrued (142 days) 297. 12 Transaction Costs 0.00 Total USD 887441. 50 THIS TICKET (#1497630) GENERATED BY BLOOMBERG TOMS / POMS SYSTEM To learn more about the -BLOOMBERG Professional® service, SN 557078 EDT GMT-4:00 x604-777-0 13-sep-2016 13:11;52 Australia 61 2 9777 8600 Brazil 5511 2395 9000 Europe 44 20 7330 7500 Germany 49 69 9204 1210 hong Kang 852 2977 6000 Japan 81 3 3201 8900 Singapore 65 6212 1000 U.S. 1 212 318 2000 Copyright 2016 Bloomberg Finance L,P, <Menu> to Return to Your Inbox �. 1-3 0 111MEMN• ' • e • to a ,•• V# 09/13/16 13:10:41 From 0 MELANIE PASKERT (PNC BANK NATIONAL AS) +1-216-222-9154 Subject ID : 912833KQ2 *Trade Ticket* As of Date: 09/13/2016 12:59:23 ,1 Attached No Attachments 91)y Move- - 216/222--9154 800/622-1168 ID : 912833KQ2 *Trade Ticket+ As of Date: 09/13/2016 12:59:23 TRDR/SLS MELANIE PASKERT Settlement : 10/4/2016 SELLS : 164 (M) ISSUER:STRIPS Security S 0 02/15/18 Price 98.93 Yield :0.790166 Yield to: 2/15/2018 at 100.00 Notes {912833KQ2 GOVT DES <GO>} Principal USD 162,245.20 Accrued ( 50 days) 0.00 Transaction Costs 0. 00 Total USD 1622245.20 THIS TICKET (#1497633) GENERATED BY BLOOMBERG TOMS / PDMS SYSTEMx To learn more about the B LOOMBERG Professional® service, SN 557078 EDT GMT-4:00 H604-771-0 13-Sep-2016 13:11:55 Australia 61 2 9777 8600 Brazil 5511 2395 9000 Europe 44 20 7330 7500 Germany 49 69 9204 1210 Hong Kong 852 2977 6000 Japan 01 3 3201 8900 Singapore 65 6212 1000 U.S. 1 212 318 2000 Copyright 2016 Bloomberg FS.nance L.P. <Menu> to Return to Your Inbox 4 09/13/16 13:10:34 From(D MELANIE PASKERT (PNC BANK NATIONAL AS) +1-216-222-9154 Subject ID : 912828J68 *Trade Ticket* As of Date: 09/13/2016 13:00:05 , Attached No Attachments 91) •2 • - 94) Tag 216/222-9154 800/622-1168 ID : 912828J68 *Trade Ticket* As of Date: 09/13/2016 13:00:05 TRDR/SLS MELANIE PASKERT Settlement : 10/4/2016 SELLS ; 282 (M) ISSUER:US TREASURY N/B Security : T 1 03/15/18 Price : 100-1134 Yield:0.744431 Yield to: 3/15/2018 at 100.00 Notes {912828J68 GOVT DES <GO>) Principal USD 283,035.47 Accrued ( 19 days) 148.01 Transaction Costs 0.00 Total USD 283,183.48 THIS TICKET (#1497635) GENERATED BY BLOOMBERG TOMS / POMS SYSTEM ** To learn more about the BLOOMBERG Professional® service, SN 557078 EDT GMT-4:00 H604-777-0 13-Sep-2016 13:11:58 i Australia 61 2 9777 8600 Brazil 5511 2395 9000 Europe 44 20 7330 7500 Germany 49 69 9204 1210 Hong Kong 852 2977 6000 Japan 81 3 3201 8900 Singapore 65 6212 1000 U.S. 1 212 318 2000 Copyright 2016 Bloomberg Finance L.P. f t i i (t i i f II 1 I <Menu> to Return to Your .Inbox 1 _ r4r3mv• .• . .o I Imismo 1• o .•- 09/13/16 13:10:27 From 0 MELANIE PASKERT (PNC BANK NATIONAL AS) +1-216-222-9154 Subject ID : 912828XA3 *Trade Ticket* As of Date: 09/13/2016 13:00:54 ' Attached No Attachments 91) • - .• 216/222-9154 800/622-1168 ID : 912828XA3 #Trade Ticket* As of Date: 09/13/2016 13:00:54 TRDR/SLS ; MELANIE PASKERT Settlement : 10/4/2016 SELLS 5789 (M) ISSUER:US TREASURY N/B Security : T 1 05/15/18 Price 100-11's Yield:0.768122 Yield to: 5/15/201.8 at 100.00 Notes {912828XA3 GOVT DES <GO>} Principal USD 5,810,482.62 Accrued (1.42 days) 22,337.99 Transaction Costs 0.00 Total USD 5,832,820.61 THIS TICKET (#1.497638) GENERATED BY BLOOMBERG TOMS / POMS SYSTEM To learn more about the BLOOMBERG Professional® service, SN 557078 EDT GMT-4:00 H604-777-0 13-Sep-2016 13:12:01 Auntralla 61 2 9777 8600 Brazil 5511 2395 9000 Europo 44 20 7330 7500 Germany 49 69 9204 1210 Hong Kong 852 2977 6000 Japan 81 3 3261 0900 Singapore 65 621.2 1000 U.S. 1 212 318 2000 Copyright 2016 Bloomberg Finance L.P. <Menu> to Return to Your Inbox 111Mf=-1111,1111 1 -1 7 0 09/13/16 13:10:20 FromQ) MELANIE PASKERT (PNC BANK NATIONAL AS) +1-216-222-9154 Subject ID : 912828K82 *Trade Ticket* As of Date: 09/13/2016 13:01:35 , t Attached No Attachments 91)* - 216/222-9154 800/622-1168 ID : 912828K82 *Trade Ticket* As of Date: 09/13/2016 13:01:35 TRDR/SLS MELANIE PASKERT Settlement : 10/4/2016 SELLS 814 (M) ISSUER:US TREASURY N/B Security T 1 08/15/18 Price 100-12 g Yield:0.784171 Yield to : 8/15/2018 at 100.00 Notes {912828K82 GOVT DES <GO>) Principal USD 817,243.28 Accrued ( 50 days) 11105.98 Transaction Casts 0,00 Total USD 818,349. 26 THIS TICKET 01497640) GENERATED BY BLOOMBERG TOMS / POMS SYSTEM x To learn more about the BLOOMBERG Professional®? service, SN 557078 EDT GMT-4:00 H604-777-0 13-Sep-2016 13:12:04 Australia 61 2 9777 9600 Brazil 5511 2395 9000 Europe 44 20 7330 7500 Germany 49 69 9204 1210 Hong Kong 852 2977 6000 Japan 01 3 3201 8900 Singapore 65 6212 1000 U.S. 1 212 318 2000 Copyright 2016 Bloomberg Finance L.P. <Menu> to Return to Your Inbox 000 II-rm- wime va 09/13/16 13:10:12 From 0 MELANIE`PASKERT (PNC BANK NATIONAL AS) +1-216-222-9154 Subject ID : 912828L40 *Trade Ticket* As of Date: 09/13/2016 13:02_:_2. 0 ,E3 Attached No Attachments 91) • -vTags" 216/222-9154 800/622-1168 ID : 912828L40 *Trade Ticket* As of Date: 09/13/2016 13:02:20 TRDR/SLS MELANIE PASKERT Settlement : 10/4/2016 SELLS ; 54 (M) ISSUER:US TREASURY N/B Security T 1 09/15/18 Price 100-1214 Yield:0._801455 Yield to: 9/15/2018 at 100.00 Notes {912828L40 GOVT DES <GO>} Principal USD 54,206. 72 Accrued ( 19 days) 28.34 Transaction Costs 0.00 Total USD 54,235.06 ** THIS TICKET (# 1497642) GENERATED BY BLOOMBERG TOMS / POMS SYSTEM ** To learn more about the BLOOMBERG Professional® service SN 557078 EM GMT-4:00 H604-777-0 13-Sep-2016 13e12:06 I Australia 61 2 9777 8600 Brazil 5511 2395 9000 Europe 44 20 7330 7500 Germany 49 69 9204 1210 Hong Kong 852 2977 6000 Japan 81 3 3201 8900 Singapore 65 6212 1000 U.S. 1 212 318 2000 Copyright 2016 Bloomberg Finance L.P, <Menu> to Return to Your Inbox d 09/13/16 13:10:03 From 0 MELANIE PASKERT (PNC BANK NATIONAL AS) +1-27.6-222-9154 Subject ID : 912828P53 *Trade Ticket* As of Date: 09/13/2016 13:03:02 , Attached No Attachments 41} ' . - • 216/222-9154 800/622-1168 ID : 912828P53 #Trade Ticket* As of Date: 09/13/2016 13:03:02 TRDR/SLS MELANIE PASKERT Settlement : 10/4/2016 SELLS ' 158 (M) ISSUER:US TREASURY N/B Security T 0 4 02/15/19 Price 99-2334 Yield:0.860331 Yield to: 2/15/2019 at 100.00 Notes {912828P53 GOVT DES <GO>} Principal USD 1577592.66 Accrued ( SO days) 161.01 Transaction Costs 0.00 Total USD 157,753.67 I THIS TICKET (#1497644) GENERATED BY BLOOMBERG TOMS / POMS SYSTEM To learn more about the BLOOMBERG Professional® service, SN 557070 EDT GMT-4:00 U604-777-0 13-Sap-2016 13:12:09 I i I i Australia 61 2 9777 860D Brazil 5511 2395 9000 Europe 44 20 7330 7500 Germany 49 69 9204 1210 Hong [tong 852 2977 6000 Japan 81 3 3201 8900 Singapore 65 6212 ].000 U.S. 1 212 318 2000 Copyright 2016 Bloomberg Finance L.P. I <Menu> to Return to Your Inbox 0- -o MWEENMEM=1 .�- le 09/1.3/16 13:09:56 From Q MELANIE PASKERT (PNC BANK NATIONAL AS) +1-216-222-91541 Subject ID : 912828P95 *Trade Ticket* As of Date; 09/13/2016 13:03:43 'ra =f Attached No Attachments 91) • - 216/222-9154 800/622-1168 ID : 912828P95 #Trade Ticket+ As of Date: 09/13/2016 13:03:43 TRDR/SLS MELANIE PASKERT Settlement : 10/4/2016 SELLS 3560 (M) ISSUER:US TREASURY N/B Security T 1 03/15/19 Price 100-1012 Yield:0.864181 Yield to: 3/15/2019 at 100.00 Notes {912828P95 GOVT DES <GO>} Principal USD 37571,681.25 Accrued ( 19 days) 1,868.51 Transaction Costs 0.00 Total USD 325732549.76 #- THIS TICKET (#1497646) GENERATED BY BLOOMBERG TOMS / POMS SYSTEM y . To learn more about the BLOOMBERG Professional® service, SN 557070 EDT GMT-4:00 H604-777-0 13-Sep-2016 13:12=12 Australia 61 2 9777 8600 Brazil 5511 2395 9000 Europe 44.20 7330 7500 Germany 49 69 9204 1210 Hong Kong 852 2977 6000 Japan 81 3 3201 8900 Singapore 65 6212 1000 U.S. 1 212 318 2000 Copyright 2016 Bloomberg Finance L.P. i i <Menu> to Return to Your Inbox M011 ai 09/13/16 13:09:49 From 0 MELANIE PASKERT (PNC BANK NATIONAL AS) +1-216-222-9154 Subject ID : 912833KW9 *Trade Ticket* As of Date: 09/13/2016 13:04:32 ,E Attached No Attachments 91) . - .• 216/222-9154 800/622-1168 ID : 912833KW9 *Trade Ticket=s As of Date: 09/13/2016 13:04:32 TRDR/SLS ; MELANIE PASKERT Settlement : 10/4/2016 SELLS 9118 (M) ISSUER:STRIPS Security S 0 08/15/19 Price 97.35922549 Yield:0.936595 Yield to: 8/15/2019 at 1.00.00 Notes : {912833KW9 GOVT DES <GO>} Principal USD 8,877,214. 18 Accrued ( SO days) 0. 00 Transaction Costs 0.00 Total USD 8,877,214. 18 { THIS TICKET (#1497648) GENERATED BY BLOOMBERG TOMS / POMS SYSTEM ; To learn more about the BL00MBERG Professional@ service, tN 557078 EDT GMT-4:00 H604-777-0 13-Sop-2016 13:12;15 Australia 61 2 9777 8600 Brazil 5511 2395 9000 Europe 44 20 7330 7500 Germany 49 69 9204 1210 11ong Kong 852 2977 6000 Japan al 3 3201 8900 ' Singapore 65 6212 1000 U.S. 2 212 318 2000 Copyright 2016 Bloomberg Finance L.P. THOMAS P.DiNAPOL] -- 1]0 STATE STREET STATE COMPTROLLER �I, ALBANY,NEW YORK 122360001 excs�sioa STATE OF NEW YORK OFFICE OF THE STATE COMPTROLLER Pursuant to subdivision g of section 90.10 of the Local Finance Law, I hereby approve the certificate by Scott A. Russell, Supervisor of the Town of Southold, setting forth $1,660,197.60 (inclusive of$89.44 refunding funds on hand)as the present value savings to the Town of Southold from the issuance of$20,290,000 aggregate principal amount of its Public Improvement Refunding Serial Bonds, 2016 to refund $6,075,000 aggregate principal amount of its Public Improvement Serial Bonds-2008;$3,945,000 aggregate principal amount of its Public Improvement Serial Bonds- 2009; and $10,250,000 aggregate principal amount of its Public Improvement Serial Bonds-2011. In taking this action, my role, as set forth in the statute and the Governor's Memorandum of Approval of it, is "to ensure the accuracy of the calculations in such certificate." Pursuant to the statute,I am therefore approving the computation of the present value of the savings contained in the certificate. However, my approval pursuant to this statute should in no way be construed as a determination on my part that the present value savings to be achieved by this refunding, when contrasted with the amount of expenses incurred to issue the refunding bonds,warrants the issuance of refunding bonds in this instance. That judgment rests with the appropriate Town of Southold, New York officials. My approval herein only reflects that the present value savings set forth in the attached certificate has been computed in accordance with section 90.10 of the Local Finance Law. In reviewing the accuracy of the present value savings set forth above as required by section 90.10(g) of the Local. Finance Law, I do not undertake to review the legality, validity, constitutionality or enforceability of the refunding bonds or to determine whether the interest payable on the bonds will be subject to any tax, including the federal alternative minimum tax. I also express no opinion on whether any proceeds of the bonds or earnings thereon may be invested at a rate above the yield on the bonds,or whether,if so invested,any arbitrage earned must be rebated to the federal government. A review of these matters is not necessary to fulfill my statutory role and is more appropriately undertaken by bond counsel and counsel to the underwriters. Thomas P. DiNapoli State Comptroller By: �—✓� C+Jriel F. Deyo Deputy Comptroller Dated: September , 2016 CERTIFICATE OF THE CHIEF FISCAL OFFICER PURSUANT TO SECTION 90.10(g) OF THE LOCAL FINANCE LAW I, Scott A. Russell, the duly elected, qualified and acting Supervisor of the Town of Southold, Suffolk County,New York (the "Town"), DO HEREBY CERTIFY as follows: 1. (a) The term "Refunded Bonds" shall mean the Town's Public Improvement Serial Bonds-2008, maturing in the years 2017 through 2030, inclusive, in the aggregate principal amount of$6,075,000, the Town's Public Improvement Serial Bonds-2009, maturing in the years 2017 through 2030, inclusive, in the aggregate principal amount of $3,945,000, and the Town's Public Improvement Serial Bonds-2011, maturing in the years 2017 through 2030, inclusive, in the aggregate principal amount of$10,250,000. (b) The term "Refunding Bonds" shall mean the $20,290,000 aggregate principal amount of Public Improvement Refunding Serial Bonds-2016 of the Town of Southold, New York, dated and issued on October 4, 2016, maturing on February 15 in each of the years 2017 through 2030, inclusive, with interest payable February 15, 2017, August 15, 2017, and semiannually thereafter on February 15 and August 15 in each year until maturity, authorized to be issued by the Refunding Bond Resolution adopted by the Town Board of said Town on July 12, 2016, for the object or purpose of refunding the Refunded.Bonds. 2. The effective net interest rate on the Refunding Bonds relating to the Bonds, as calculated in accordance with Section 90.10(b)(2)(a) is 1.659937%. 3. The present value of the total payments of both principal of and interest on the Refunding Bonds relating to the Bonds is $21,827,123.55. 2707031.1 040872 CLD J 4. All costs, fees, charges and expenses incidental to the issuance of the Refunding Bonds, including the development of the refunding financial plan set forth in said Refunding Bond Resolution, will be paid from the proceeds of the Refunding Bonds. 5. No accrued interest will be received by the Town. 6. The Town will not make a cash contribution to the refunding. 7. The present value of the total payments of both principal of and interest on the Refunded Bonds relating to the Bonds is $23,784,231.71. 8. The present value of the total debt service savings to said Town, resulting from the issuance of the Refunding Bonds relating to the Bonds is $1,660,197.60 (inclusive of $89.44 of refunding funds on hand), computed by subtracting the present value of the total payments of both principal and interest to become due and payable on the Refunding Bonds at their stated maturity dates from the present value of the total payments of both principal and interest to become due and payable on the Refunded Bonds at their stated maturity dates, and adding thereto the accrued interest on the Refunding Bonds, in the amount of$-0-. 9. All computations of present value set forth in this certificate have been made in accordance with the provisions of subdivision 2 of paragraph b of Section 90.10 of the Local Finance Law, as amended. [Signature page follows] 2707031.1 040872 CLD c IN WITNESS WHEREOF, I have hereunto set my hand as of the 4th day of October, 2016. Supervisor 2707031.1 040872 CLD CERTIFICATE AS TO SIGNATURES AND LITIGATION We, the undersigned officers of the Town of Southold, in the County of Suffolk, a municipal corporation of the State of New York and herein referred to as the "Issuer", HEREBY CERTIFY that on or before the date hereof, each of the Issuer's $20,290,000 principal amount Public Improvement Refunding Serial Bonds-2016 (the "Bonds"), dated October 4, 2016 and more fully described in Schedule A attached hereto and hereby made a part hereof, were duly and completely executed in the name and on behalf of the Issuer by the manual signatures of the undersigned officers of the Issuer, each of whom who did and does hereby adopt such respective signatures, and the imprinting thereon of the official seal of the Issuer, and that on the date hereof, we are the duly chosen, qualified and acting officers of the Issuer holding the respective offices indicated by the official titles set opposite our several signatures hereto, for terms expiring on the respective dates set opposite such titles. WE FURTHER CERTIFY that the seal which is impressed upon this certificate has been imprinted upon each of the Bonds and is the legally adopted, proper and only official corporate seal of the Issuer. WE FURTHER CERTIFY that no litigation of any nature is now pending or threatened restraining or enjoining the issuance or delivery of said Bonds or the levy or collection of any taxes to pay the interest on or principal of said Bonds, or in any manner questioning the authority or proceedings for the issuance of said Bonds or the levy or collection of said taxes, or relating to said Bonds or affecting the validity thereof or the levy or collection of said taxes, that neither the corporate existence or boundaries of the Issuer nor the title of any of the officers of the Issuer to their respective offices is being contested, that no authority or 2707031.1 040872 CLD i proceedings for the issuance of said Bonds has or have been repealed, revoked or rescinded, and that no Bonds of the Issuer have been heretofore issued under or pursuant to such proceedings. IN WITNESS WHEREOF, we have hereunto set our hands and said corporate seal has hereunto been affixed as of the 4th day of October, 2016. TERM OF OFFICE SIGNATURE OFFICIAL TITLE EXPIRES (DATE) Supervisor December 31,20�� rt Town Clerk December 31, 2017 (SEAL) I HERBY CERTIFY that the signatures of the officers of the above-named Town, which appear above, are true and genuine and that I know said officers and know them to hold the offices set opposite their signatures. John A. Cushman Town Comptroller 2707031.1 040872 CLD �f 1 SCHEDULE A Bonds of the Town of Southold, in the County of Suffolk, New York, substantially in form, and offered for sale, as provided by the Certificate of Determination executed by the Supervisor as of August 31, 2016 and to be delivered thereunder in the aggregate principal amount of$20,290,000. Number of Issues: 1 Amount and Title: $20,290,000 Public Improvement Refunding Serial Bonds-2016 Dated: October 4, 2016 Denominations, Numbers and Letters: In the form of registered bonds without coupons in denominations of $5,000 or any integral multiple thereof, not exceeding the aggregate principal amount of Bonds maturing in any year, registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York,New York, numbered separately and consecutively upward with the letter"R" prefixed thereto. Place of Payment of Principal and Interest: The office of the Town Clerk, Town of Southold, Town Hall, 53095 Main Road, Southold, New York (the "Fiscal Agent"). Interest payable by wire transfer or in clearinghouse funds'from said Fiscal Agent to the person in whose name the bond is registered at the address shown on the registration book maintained by the Fiscal Agent as of last day of the month preceding each interest payment date. Maturities, Interest Rates and Payment Dates: Mature in the principal amounts and bear interest at the respective rates per annum, payable on February 15, 2017, August 15, 2017 and semiannually thereafter on February 15 and August 15 in each year until maturity, as set forth below: 2707031.1 040872 CLD i 1 Date of Principal Interest Date of Principal Interest Maturity Amount Rate Maturity Amount Rate February 15, 2017 $ 1,315,000 2.00% February 15,2024 $ 1,525,000 4.00% February 15, 2018 1,280,000 4.00 February 15,2025 1,570,000 4.00 February 15, 2019 1,305,000 4.00 February 15, 2026 1,520,000 2.00 February 15, 2020 1,325,000 4.00 February 15, 2027 1,525,000 2.00 February 15, 2021 1,390,000 3.00 February 15, 2028 1,545,000 2.00 February 15, 2022 1,420,000 4.00 February 15, 2029 1,555,000 2-1/8 February 15, 2023 1,455,000 4.00 February 15, 2030 1,560,000 2.25 The Bonds maturing on or before February 15, 2025 are not subject to redemption prior to maturity. The Bonds maturing on or after February 15, 2026 will be subject to redemption prior to maturity at the option of the Town on any date on or after February 15, 2025, as a 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 a 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 not less than thirty (30) days prior to such 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. 2707031.1 040872 CLD CERTIFICATE OF DELIVERY AND PAYMENT I, Scott A. Russell, the duly elected, qualified and acting Supervisor of the Issuer hereinafter named, HEREBY CERTIFY that on the 4th day of October, 2016, I delivered or caused to be delivered to Roosevelt & Cross, Inc., New York, New York (the "Underwriter"), $20,290,000 aggregate principal amount Public Improvement Refunding Serial Bonds-2016 (the "Bonds") of the Town of Southold, a municipal corporation of the State of New York and herein referred to as the "Issuer", each duly and completely executed by or on behalf of the Issuer and described as set forth in Schedule A annexed hereto and by this reference made a part hereof, and that at or before the time of such delivery of said Bonds, I received from said purchaser the following amounts: Received prior to such delivery----------------------- ----------- $ 193 400.00 Received at Time of Such Delivery-------•----------------------------------21,498,997.95 Total Amount Received $21.692.397.95 being full payment for said Bonds in accordance with the contract of sale thereof, computed as follows: Par Amount of Bonds----------------------------------------------------------------20,290,000.00 Plus: Original Issue Premium 1 537,123.55 Less: Underwriter's Discount 134,725.60 - ------------------------------------------------- Total-------------------------------------------------------------------------=----------------$21.692.397.95 2707031.1 040872 CLD ,r I FURTHER CERTIFY that at the time of such delivery of said Bonds, a written opinion was rendered by the law firm of Hawkins Delafield & Wood LLP, dated as of the date of such delivery, as to the validity of said Bonds, said opinion (except as to omission of the date of such delivery) having been printed on each of said Bonds. IN WITNESS WHEREOF, I have hereunto set my hand as of the 4th day of October, 2016. tl� Supervisor 2707031.1 040872 CLD SCHEDULE A Bonds of the Town of Southold, in the County of Suffolk, New York, substantially in form, and offered for sale, as provided by the Certificate of Determination executed by the Supervisor as of August 31, 2016 and to be delivered thereunder in the aggregate principal amount of$20,290,000. Number of Issues: 1 Amount and Title: $20,290,000 Public Improvement Refunding Serial Bonds-2016 Dated: October 4, 2016 Denominations, Numbers and Letters: In the form of registered bonds without coupons in denominations of $5,000 or any integral multiple thereof, not exceeding the aggregate principal amount of Bonds maturing in any year, registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York, numbered separately and consecutively upward with the letter"R"prefixed thereto. Place of Payment of Principal and Interest: The office of the Town Clerk, Town of Southold, Town Hall, 53095 Main Road, Southold, New York (the "Fiscal Agent"). Interest payable by wire transfer or in clearinghouse funds from said Fiscal Agent to the person in whose name the bond is registered at the address shown on the registration book maintained by the Fiscal Agent as of last day of the month preceding each interest payment date. Maturities, Interest Rates and Payment Dates: Mature in the principal amounts and bear interest at the respective rates per annum, payable on February 15, 2017, August 15, 2017 and semiannually thereafter on February 15 and August 15 in each year until maturity, as set forth below: 2707031.1 040872 CLD r } Date of Principal Interest Date of Principal Interest Maturi1y Amount Rate Maturi1y Amount Rate February 15, 2017 $ 1,315,000 2.00% February 15, 2024 $ 1,525,000 4.00% February 15, 2018 1,280,000 4.00 February 15, 2025 1,570,000 4.00 February 1.5, 2019 1,305,000 4.00 February 15, 2026 1,520,000 2.00 February 15, 2020 1,325,000 4.00 February 15, 2027 1,525,000 2.00 February 15, 2021 1,390,000 3.00 February 15, 2028 1,545,000 2.00 February 15, 2022 1,420,000 4.00 February 15, 2029 1,555,000 2-1/8 February 15, 2023 1,455,000 4.00 February 15, 2030 1,560,000 2.25 The Bonds maturing on or before February 15, 2025 are not subject to redemption prior to maturity. The Bonds maturing on or after February 15, 2026 will be subject to redemption prior to maturity at the option of the Town on any date on or after February 15, 2025, as a 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 a 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 not less than thirty (30) days prior to such 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. 2707031.1 040872 CLD ATTORNEY'S CERTIFICATE I, William Duffy, Esq., HEREBY CERTIFY that I am a licensed attorney at law of the State of New York, and am the duly chosen, qualified and acting Town Attorney of the Issuer hereinafter named; that I am familiar with the acts and proceedings heretofore had and/or taken by said Issuer or by its officers relative to the authorization, sale and issuance of $20,290,000 Public Improvement Refunding Serial Bonds-2016 (the "Bonds"), of the Town of Southold, in the County of Suffolk, a municipal corporation of the State of New York, and herein referred to as the "Issuer," all as described and set forth in Schedule A annexed hereto and by this reference made a part hereof, that no litigation of any nature is now pending or threatened restraining or enjoining the issuance or delivery of said Bonds or the levy or collection of any taxes to pay the interest on or principal of said Bonds, or in any manner questioning the authority or proceedings for the issuance of said Bonds or for the levy or collection of said taxes, or relating to said Bonds or affecting the validity thereof or the levy or collection of said taxes, that neither the corporate existence or boundaries of the Issuer nor the title of any of the present officers thereof to their respective offices is being contested, and that no authority or proceedings for the issuance of said Bonds has or have been repealed, revoked or rescinded. I HEREBY FURTHER CERTIFY that there is no controversy or litigation of any nature now pending or threatened by or against the Issuer, wherein an adverse judgment or ruling could have a material adverse impact on the financial condition of the Issuer or adversely affect the power of the Issuer to levy, collect or enforce the collection of taxes or other revenues for the payment of the Bonds, which has not been disclosed in the Official Statement relating to the Bonds. IN WITNESS WHEREOF, I have hereunto set my hand as of the 4th day of October, 2016. AV Town o 2707031.1 040872 CLD r SCHEDULE A Bonds of the Town of Southold, in the County of Suffolk, New York, substantially in form, and offered for sale, as provided by the Certificate of Determination executed by the Supervisor as of August 31, 2016 and to be delivered thereunder in the aggregate principal amount of$20,290,000. Number of Issues: 1 Amount and Title: $20,290,000 Public Improvement Refunding Serial Bonds-2016 Dated: October 4, 2016 Denominations, Numbers and Letters: In the form of registered bonds without coupons in denominations of $5,000 or any integral multiple thereof, not exceeding the aggregate principal amount of Bonds maturing in any year, registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York,New York, numbered separately and consecutively upward with the letter"R"prefixed thereto. Place of Payment of Principal and Interest: The office of the Town Clerk, Town of Southold, Town Hall, 53095 Main Road, Southold, New York (the "Fiscal Agent"). Interest payable by wire transfer or in clearinghouse funds from said Fiscal Agent to the person in whose name the bond is registered at the address shown on the registration book maintained by the Fiscal Agent as of last day of the month preceding each interest payment date. Maturities, Interest Rates and Payment Dates: Mature in the principal amounts and bear interest at the respective rates per annum, payable on February 15, 2017, August 15, 2017 and semiannually thereafter on February 15 and August 15 in each year until maturity, as set forth below: 2707031.1 040872 CLD Date of Principal Interest Date of Principal Interest Maturi1y Amount Rate Maturity Amount Rate February 15, 2017 $ 1,315,000 2.00% February 15, 2024 $ 1,525,000 4.00% February 15, 2018 1,280,000 4.00 February 15, 2025 1,570,000 4.00 February 15, 2019 1,305,000 4.00 February 15, 2026 1,520,000 2.00 February 15, 2020 1,325,000 4.00 February 15, 2027 1,525,000 2.00 February 15, 2021 1,390,000 3.00 February 15, 2028 1,545,000 2.00 February 15, 2022 1,420,000 4.00 February 15, 2029 1,555,000 2-1/8 February 15, 2023 1,455,000 4.00 February 15, 2030 1,560,000 2.25 The Bonds maturing on or before February 15, 2025 are not subject to redemption prior to maturity. The Bonds maturing on or after February 15, 2026 will be subject to redemption prior to maturity at the option of the Town on any date on or after February 15, 2025, as a 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 a 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 not less than thirty (30) days prior to such 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. 2707031.1 040872 CLD j UNDERTAKING TO PROVIDE CONTINUING DISCLOSURE Section 1. Definitions "Annual Information" shall mean the information specified in Section 3 hereof. "EMMA" shall mean the 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 1513(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 Award, executed by the Supervisor as of September 13, 2016. "Rule" shall mean 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 $20,290,000 Public Improvement Refunding Serial Bonds-2016, dated October 4, 2016, maturing in various principal amounts on February 15 in each of the years 2017 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) (A) no later than six months after the end of each fiscal year, commencing with the fiscal year ending December 31, 2016, the Annual Information relating to such fiscal year, and (B) no later than six months after the end of each fiscal year, commencing with the fiscal year ending December 31, 2016, the audited financial statements of the Issuer for each fiscal year, if audited financial statements are prepared by the Issuer and then available; provided, however, that 2707031.1 040872 CLD if audited financial statements are not prepared or are not then available, unaudited financial statements shall be provided 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 year after the end of the succeeding fiscal year; provided further, however, that the unaudited financial statement shall be provided for any fiscal year only if the Town has made a determination that providing such unaudited financial statement would be compliant with federal securities laws, including Rule IOb-5 of the Securities Exchange Act of 1934 and Rule 17 (a)(2) of the Securities Act of 1933; and (ii) 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 2707031.1 040872 CLD y' Issuer, or if such jurisdiction has been 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 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 2707031.1 040872 CLD 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, consolidations, acquisitions or dispositions made by or affecting any such person; provided that any such modifications shall comply with the requirements of Rule 15c2-12 or Rule 15c2- 12 as in effect at the time of such modification; or 2707031.1 040872 CLD (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. IN WITNESS WHEREOF, the undersigned has duly authorized, executed and delivered this Undertaking as of October 4,2016. TOWN F SOUTHOLD By Supe isor and Chief Fiscal Officer 2707031.1 040872 CLD INCUMBENCY CERTIFICATE OF THE TOWN CLERK I, ELIZABETH A. NEVILLE, Town Clerk of the Town of Southold, New York, HEREBY CERTIFY as follows: 1. That the names of the members of the Town Board and of the officers of the Town, the dates of their election or appointment and the dates of commencement and expiration of their terms of office for the official year commencing January 1, 2016 and ending December 31, 2016 are as follows: Name and Date of Election Date of Commence- Date of End Office or Appointment ment of Term of Term Supervisor: Scott A. Russell November 3, 2015 January 1, 2016 December 31, 2019 Members of the Town Board: James Dinizio, Jr. November 5, 2013 January 1, 2014 December 31, 2017 Jill M. Doherty November 3, 2015 January 1, 2016 December 31, 2019 Louisa P. Evans November 5, 2013 January 1, 2014 December 31, 2017 Robert Ghosio Jr. November 5, 2013 January 1, 2014 December 31, 2017 William P. Ruland November 3, 2015 January 1, 2016 December 31, 2019 Town Clerk: Elizabeth A. Neville November 5, 2013 January 1, 2014 December 31, 2017 Town Attorney: William Duffy, Esq. January 5, 2016 January 1, 2016 December 31, 2016 Town Comptroller: John A. Cushman January 5, 2016 January 1, 2016 December 31, 2016 '4 a� All of the foregoing members of the Town Board and officers filed their oaths of office with the undersigned Town Clerk and such of them as were required to file or give bonds or official undertakings filed or gave such bonds or official undertakings in form and sum approved by the Town Board and all of such members of the Town Board and officers are legally eligible and are otherwise duly qualified as such and are the acting members of the Town Board and officers of the Town. 2. The seal impressed upon this Certificate is the duly adopted and only official corporate seal of the Town. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of said Town as of the 4th day of October, 2016. Town Clerk (SEAL) TAX CERTIFICATE I, Scott A. Russell, Supervisor of the Town of Southold, Suffolk County, New York (the "Issuer"), HEREBY CERTIFY and reasonably expect with respect to the issuance on October 4, 2016 (the "Issue Date") of the Issuer's $20,290,000 Public Improvement Refunding Serial Bonds-2016 (the "Bonds") as follows in this Tax Certificate (the "Tax Certificate"). Unless the context clearly requires otherwise, all capitalized terms not otherwise defined herein shall have the meanings set forth in Exhibit A or in the Certificate of Determination (as defined below), the Code or the Treasury Regulations. ARTICLE I GENERAL 1.1. Authority of Signatory.atory. I am an officer of the Issuer charged with the responsibility for the execution, delivery, and issuance of the Bonds and I am authorized to act and I am acting for and on behalf of the Issuer in signing this Tax Certificate. 1.2. Authorization. The Bonds are authorized to be issued pursuant to applicable provisions of the laws of the State of New York, the Local Finance.Law, the Town Law, the Certificate of Determination relating to the Bonds executed as of August 31, 2016 (the "Certificate of Determination") and the refunding bond resolution adopted on July 12, 2016 (the "Bond Resolution"). 1.3. Description of Bonds. The Issuer represents that the Bonds are described as set forth in the Certificate of Determination. 1.4. Purpose of Tax Certificate. This Tax Certificate is made and delivered for the purpose of establishing evidence of the expectations of the Issuer as of the Issue Date as to future events regarding the amount and use of proceeds of the Bonds. It is intended and may be relied upon for`purposes of Code §103 and Code §§141 through 150, and as a certification of expectations described in Treasury Regulations §1.148-2(b)(2). This Tax Certificate is executed and delivered as part of the record of proceedings in connection with the issuance of the Bonds. 1.5. No Hedge Bonds. As described in Article II hereof, the proceeds of the Bonds will be used for refunding purposes. The Issuer certifies that (a) as of the issue date of each issue of the Prior Bonds (as defined below), the Issuer reasonably expected that at least eighty-five percent (85%) of the spendable proceeds of each issue of the Prior Bonds would be used to carry out the governmental purposes of each such issue within three (3) years of the respective issue date thereof and (b) not more than fifty percent (50%) of the spendable proceeds of each issue of the Prior Bonds was invested in investment property which (i)was acquired with the amounts received as a result of investing original proceeds of such issue and (ii) had a substantially guaranteed yield for four (4) years or more. For purposes of the preceding sentence, the Prior Bonds includes, as applicable, each issue of obligations refunded by the Prior Bonds. 2715188.1 040872 TAGMT 1.6. Reasonable Expectations. This Tax Certificate sets forth the facts, estimates and circumstances now in existence which form the basis for the Issuer's expectation that the proceeds of the Bonds will not be used in a manner that would cause the Bonds to be "arbitrage bonds" under Code §148 or "private activity bonds" under Code §§103 and 141. To the best of my knowledge and belief, such expectation is reasonable and there are no other facts, estimates or circumstances that would materially change that expectation. 1.7. Sale of the Bonds. The Bonds were sold in a competitive sale to Roosevelt & Cross, Inc., New York, New York (the "Purchaser") on September 13, 2016. The Bonds are being delivered to the Purchaser for resale to the general public. The Purchaser is delivering good funds in exchange for the Bonds on the date hereof. 1.8. Single Issue. All the Bonds were sold at the same time, pursuant to the same plan of financing, and are reasonably expected to be paid from substantially the same source of funds. No other tax-exempt obligations have been or will be sold within fifteen (15) days of the sale of the Bonds pursuant to the same plan of financing as the Bonds that are reasonably expected to be paid from substantially the same source of funds as the Bonds. Accordingly, the Bonds are treated as a single issue of obligations for federal income tax purposes and no other tax-exempt obligations of the Issuer will be treated as part of the same issue as the Bonds for purposes of complying with federal tax law requirements. For purposes of this Section, obligations are considered sold on the earlier of the date a commitment letter, bond purchase agreement or contract of purchase is executed. 1.9. No Federal Guarantee. The Issuer represents that, except for the Gross Proceeds of the Bonds which are (a) invested during the temporary periods referred to in Article IV, (b) held in any refunding escrow, or (c) invested in obligations of the United States Treasury or in obligations issued pursuant to Section 2113(d)(3) of the federal Home Loan Bank Act, as amended by Section 511(a) of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, or any successor provision to Section 2113(d)(3) of the federal Home Loan Bank Act, as amended: (a) No portion of the payment of principal of or interest on the Bonds is or will be guaranteed directly or indirectly by the United States or any agency or instrumentality thereof(herein"federally guaranteed"); and (b) No portion of the Gross Proceeds of the Bonds in excess of five percent (5%) of such Gross Proceeds is or will be (i) used in making loans with respect to which the payment of principal or interest with is to be federally guaranteed, or (ii) invested directly or indirectly in federally insured deposits or accounts. For purposes of this Tax Certificate, generally, Gross Proceeds consist of Sale Proceeds, Transferred Proceeds, if any, Investment Proceeds and Replacement Proceeds, if any, of the Bonds. 1.10. Tax Representation. The Issuer will comply with all the procedures and provisions set forth herein, and will do and perform all acts and things necessary and within its 2715I88.1 040872 TAGMT reasonable control in order to assure that interest paid on the Bonds shall be excluded from gross income of the owners thereof for the purpose of federal income taxation. 1.11. Additional Information. The Issuer will provide such other information as may be required to assure the exclusion from gross income of interest on the Bonds for federal income taxation purposes. 1.12. Noncompliance. The Issuer shall perform each of the representations undertaken by it in this Tax Certificate unless, in the written opinion of Bond Counsel, noncompliance therewith will not cause interest on the Bonds to be included in gross income for purposes of federal income taxation. 1.13. Reliance by Bond Counsel. The representations and certifications of the Issuer expressed in this Tax Certificate may be relied upon by Bond Counsel in connection with the rendering of any opinion with respect to the Bonds. 1.14. Reliance on Other Parties. In making its representations and certifications in this Tax Certificate and in establishing its expectations regarding uses of Gross Proceeds of the Bonds to assure compliance with Code §§103 and 141 through 150 generally, the Issuer has relied on representations and certifications of other parties referenced in this Tax Certificate and the Exhibits hereto with respect to the certified matters. Based on the various roles and responsibilities of such other parties with respect to the certified matters, the Issuer believes that such reliance is reasonable and prudent. The Issuer is unaware of any fact or circumstance that would cause it to question the accuracy or reasonableness of any such certification. These certifications include, without limitation: (i) the certificate of the Purchaser relating to the issue price of the Bonds, attached hereto as Exhibit E, (ii)financing schedules (the "Financing Schedules"), attached hereto as Exhibit F, (iii) a Certificate of Munistat Services Inc., as financial advisor (the "Financial Advisor"), attached hereto as Exhibit H, and (iv) a verification report, dated October 4, 2016 (the "Verification Report"), prepared by Causey Demgen &Moore P.C., as the verification agent (the "Verification Agent"). 1.15. IRS Form 8038-G. Certain information provided by the Purchaser and the Issuer's financial advisor have been provided to the Issuer and Bond Counsel for the purpose of completing the IRS Form 8038-G. The Issuer represents that the information contained in the IRS Form 8038-G is consistent with the computations, schedules and information provided by the Purchaser and the Issuer's financial advisor. The Issuer has reviewed the IRS Form 8038-G with respect to the Bonds and to the best of its knowledge the information contained therein is true, accurate and complete. The Issuer acknowledges that Bond Counsel prepared the IRS Form 8038-G on behalf of the Issuer based solely on the information contained in this Tax Certificate and information provided by the Purchaser and/or the Issuer's financial advisor. The Issuer will arrange for the filing of IRS Form 8038-G with respect to the Bonds by the 15th day of the second month after the calendar quarter in which the Bonds are issued. 2X5]88.] 040872 TAGMT AR'T'ICLE II USE OF PROCEEDS 2.1. Purpose(s)of the Bonds. The=proceeds--of-the Bonds will be used to: (a) advance refund the outstanding amount of the Issuer's $8,850,000 Public Improvement Serial Bonds-2008 (the "2008 Bonds"), issued on May 15, 2008; (b) advance refund the outstanding amount of the Issuer's $5,283,000 Public Improvement Serial Bonds-2009 (the "2009 Bonds"), issued on March 15, 2009; (c) advance refund the outstanding amount of the Issuer's $13,175,000 Public Improvement Serial Bonds-2011 (the "2011 Bonds" and together with the 2008 Bonds and the 2009 Bonds, the "Prior Bonds"), issued on June 29, 2011;and (d) pay costs of issuance of the Bonds, including the Purchaser's compensation with respect to the Bonds. The Prior Bonds to be advance refunded with the proceeds of the Bonds are referred to herein as the "Refunded Bonds." 2.2. Debt Service Savings. The Financial Advisor has calculated that the advance refunding of the Refunded Bonds will produce net present value debt service savings of $1,660,197.60, or 8.190417% of the principal amount of the Refunded Bonds, using the discount rate of 8.182344%. 2.3. Proceeds of Prior Bonds. (a) The proceeds of the 2008 Bonds were used to: (1)finance all or a portion of the costs of various capital improvements (as summarized in Exhibit C attached hereto) (collectively, the "2008 Projects"), and (2)pay costs of issuing the 2008 Bonds, including the payment of the fees for the bond insurance policy insuring the scheduled debt service on the 2008 Bonds. (b) The proceeds of the 2009 Bonds were used to: (a) refinance certain bond anticipation notes issued by the Issuer, the proceeds of which were used to finance and refinance all or a portion of the costs of various capital improvements, (b) finance all or a portion of the costs of various capital improvements (as summarized in Exhibit C attached hereto) (collectively, the "2009 Projects"), and (b)pay costs of issuing the 2009 Bonds. (c) The proceeds of the 2011 Bonds were used to: (a) refinance certain bond anticipation notes issued by the Issuer, the proceeds of which were used to finance and refinance all or a portion of the costs of various capital improvements, (b) finance all or a portion of the costs of various capital .improvements (as summarized in Exhibit C attached hereto) (collectively, the "2011 Projects" and together with the 2008 Projects and the 2009 Projects, the "Projects"), and (b)pay costs of issuing the 2011 Bonds. (b) The Issuer represents that Private Use (as defined herein), if any, with respect to the proceeds of the Prior Bonds as certified in the respective tax certificate executed 2715188.1 040872 TAGMT with respect to each issue of the Prior Bonds has not changed since the respective date of issue thereof. 2.4. Amount and Application of Sale Proceeds of the Bonds. The Sale Proceeds will be applied as follows: -_- - - - -- Sources Total Par Amount $20,290,000.00 Net Original Issue Net Premium 1,537,123.55 Total Sources 21.827.123.55 Uses Refunding Escrow Treasury Securities $21,601,529.11 Cash 779.40 Purchaser's Compensation 134,725.60 Cost of Issuance 90,000.00 Additional Proceeds 89.44 Total Uses $21,827.123.55 2.5. Excess or Unused Sale Proceeds of the Bonds. The Issuer expects the amount of proceeds of the Bonds required to refund the Refunded Bonds to be $21,827,123.55 (including costs of issuance). To the extent not so used, such proceeds will be (i) applied to the next payment of principal of or interest on the Bonds, or (ii) used for such other purpose as is approved in writing by Bond Counsel. ARTICLE III USE OF PROJECTS AND LIMITATIONS ON PRIVATE ACTIVITY 3.1. Ownership/Lease/Sale. The Issuer owns all the Projects. While the Bonds remain outstanding, all of the Projects will be owned by the Issuer or another Governmental Unit and will not be owned by or leased to any person who is not a Governmental Unit. The Projects will not (except to the extent that any portion of the Projects were financed with grants, if any) be sold or otherwise disposed of, in whole or in part, except for incidental sales of surplus items the proceeds of which will not constitute net operating profits or net capital profits to the Issuer, and minor parts or portions as may be disposed of in the ordinary course of business due to normal wear and tear, obsolescence or depreciation or similar purposes, prior to the final maturity date of the Bonds. 3.2. No Private Loans. While the Bonds remain outstanding, none of the proceeds of the Bonds are being or will be used, directly or indirectly, to make loans to persons other than a Governmental Unit while the Bonds remain outstanding. The Issuer will not make any private loans from the proceeds of the Bonds after the Issue Date unless the Issuer has received a written opinion of Bond Counsel that such private loan will not adversely affect the 2715188.1 040872 TAGMT exclusion of the interest on the Bonds from gross-income--for-purposes of federal-income--------- taxation. income- ----- -taxation. 3.3. Limitations on Private Use. At all times while the Bonds remain outstanding, less than the lesser of$15,000,000.or ten-percent-(10%)-of either: (a)the aggregate amount of the proceeds of the Bonds are used or expected to be used, directly or indirectly, in a trade or business carried on by a person other than a Governmental Unit ("Private Use") or (b)the aggregate present value of the debt service on the Bonds during the term thereof is expected to be, under the terms of the Bonds or any underlying arrangement, directly or indirectly, secured by any interest in property used or to be used for Private Use or in payments in respect of property used or to be used for Private Use or is to be derived from payments, whether or not to the Issuer, in respect of property or borrowed money used or to be used for Private Use. Payments by a person for use of proceeds do not include the portion of any payment that is properly allocable to the payment of ordinary and necessary expenses (as defined under Code §162) directly attributable to the operation and maintenance of the financed property used by that person. For this purpose, general overhead and administrative expenses are not directly attributable to those operations and maintenance. 3.4. Unrelated/Related Disproportionate Use. At all times while the Bonds remain outstanding, less than the lesser of $15,000,000 or five percent (5%) of either: (a) the proceeds of the Bonds will be used, directly or indirectly, in the trade or business of a person other than a Governmental Unit that is unrelated or related and disproportionate to the governmental use of the Projects, including any private loan financing described in Section 3.2 hereof which meets this test or (b) the aggregate present value of the debt service on the Bonds during the term thereof is expected to be, under the terms of the Bonds or any underlying arrangement, directly or indirectly, secured by any interest in property used or to be used for Private Use or in payments in respect of property used or to be used for Private Use or is to be derived from payments, whether or not to the Issuer, in respect of property or borrowed money used or to be used for Private Use. Payments by a person for use of proceeds do not include the portion of any payment that is properly allocable to the payment of ordinary and necessary expenses (as defined under Code §162) directly attributable to the operation and maintenance of the financed property used by that person. For this purpose, general overhead and administrative expenses are not directly attributable to those operations and maintenance. For purposes of this Tax Certificate, proceeds of the Bonds are allocable to a disproportionate related Private Use to the extent that the proceeds of the Bonds which are to be used to finance property used by a nongovernmental person in a trade or business which is related to the governmental use of the property exceeds the proceeds of the Bonds which are to be used for the governmental use to which such Private Use relates. 3.5. Private Use Defined (a) For purposes of Sections 3.3 and 3.4 hereof, Private Use consists of any agreement, contract or other arrangement including, without limitation, leases, management contracts, guarantee contracts, take or pay contracts, put or pay contracts, output contracts or research contracts which provides for use of any portion of the Projects by a person(s) who is not a Governmental Unit on a basis different than the general public. The Issuer will not enter into any such contract or arrangement unless the Issuer has obtained an opinion from Bond Counsel that such contract or arrangement does not adversely affect the exclusion of interest on the Bonds from gross income for purposes of federal income 2715188.1 040872 TAGMT taxation. None of the Projects were financed or are being refinanced-for use by any-specific-user - (other than the Issuer). (b) Use by State or Local Governmental Units. The Projects, including service or capacity-from the Projects, if any, may be-used- by or-on--behalf of-a Governmental- - — -- - Unit provided that there is no transfer or flow-through- of such use to any person or entity carrying on any trade or business that does not constitute General Public Use (as defined in subsection (c) below). (c) General Public Use. The Projects, including service or capacity from the Projects, if any, may be used by any person or entity, including any person or entity carrying on any trade or business without any Private Use arising therefrom, if such use constitutes General Public Use. "General Public Use" is any arrangement providing for use that is available to the general public at either(i) no charge, or(ii) on the basis of rates that are generally applicable and uniformly applied. For this purpose, rates may be treated as generally applicable and uniformly applied even if(i) different rates apply to different classes of users, such as volume purchasers, if the differences in rates are customary and reasonable, or (ii) a specially negotiated rate arrangement is entered into, but only if the user is prohibited by federal law from paying the generally applicable rates, and the rates established are as comparable as reasonably possible to the generally applicable rates. The Issuer imposes generally applicable and uniform rates and charges, if any, on all users of the facilities, service or capacity of the Projects pursuant to the schedules of rates and charges adopted by the Issuer from time to time. (d) No Priorily Rights or Other Preferential Benefits. The Projects, including service or capacity from the Projects, if any, will not be used by any person or entity under any arrangement that conveys priority rights or other preferential benefits except as may be permitted by subsection(b) above. (e) 200 Days General Public Use Arrangements. An arrangement is not treated as General Public Use if the term of the use under the arrangement, including all renewal options, is greater than two hundred (200) days. For this purpose, a right of first refusal to renew use under the arrangement is not treated as a renewal option if(i) the compensation for the use under the arrangement is redetermined at generally applicable, fair market value rates that are in effect at the time of renewal, and (ii) the use of the financed property under the same or similar arrangements is predominantly by natural persons who are not engaged in a trade or business. (f) 100 Days Limited General Public Use Arrangements. The Projects, including service or capacity from the Projects, if any, may be used by any person or entity under any arrangement for use (other than as an owner) for a term (including renewal options) not longer than one hundred (100) days, provided that the arrangement would be General Public Use except that it is not available on the same basis for use by natural persons because generally applicable and uniformly applied rates are not reasonably available to natural persons not engaged in a trade or business and the Projects are not financed for the principal purpose of such Private Use. (g) 50 Days Negotiated Arm's-Length Use Arrangements. The Projects, including service or capacity from the Projects, if any, may be used by any person or entity under 2715188.1 040872 TAGMT any arrangement (other than as an owner) for a term (including renewal-options)not longer than-, - - -- fifty (50) days, provided-the arrangement is negotiated at arm's-length, the compensation paid for the use is at fair market value and the Projects are not financed for the principal purpose of such Private Use. The term limits described in each of the three foregoing contractual arrangements (i.e., paragraphs (e), (f) and (g) above) are not required to relate to consecutive days (e.g., if the contract provides for use of a bond-financed facility for ten (10) days per year for six (6) years, the contract could not comply with the requirements applicable to contractual arrangements set forth in paragraph (g) above, because the term of the contract would exceed fifty(50) days.) (h) Incidental Use Arrangements. The Projects may be used by any person or entity where the use is incidental if, except for vending machines, pay telephones, kiosks and similar uses, the use does not involve the transfer of possession and control of space separated from other areas of the facility by walls, partitions, barriers and the like, the nonpossessory use is not functionally related to any other use of such portion of the Project by the same person (other than a different nonpossessory use) and all nonpossessory uses do not in the aggregate exceed 2.5% of the Projects or such facility. 3.6. Management and Operations Contracts. The Issuer manages and operates all of the Projects. The Issuer will not enter into any management contract or operating agreement with any person or entity for management services or operating activities to be provided at or with respect to the Projects, while the Bonds remain outstanding, except: (a) with respect to contracts or arrangements which do not constitute Private Use of the Projects under Code §141(b), (b) with respect to contracts or arrangements which satisfy the requirements set forth in IRS Rev. Proc. 2016-44, as amended or supplemented from time to time, (c)with respect to contracts or arrangements that do not give rise to use of Bond-financed property by a non- Governmental Unit of more than the amount of such non-qualified use permitted by the Code, as measured in the aggregate, or (d) in the event that the Issuer receives an opinion of Bond Counsel that such contracts or arrangements will not adversely affect the exclusion of the interest on the Bonds from gross income for federal income taxation purposes. 3.7. Monitoring and Measurement of Private Activity. (a) The Issuer represents that it will monitor the amount of Private Use of the Projects to ensure that the aggregate amount of such use of the Projects will not exceed the applicable limits described in this Article. The Issuer has established or will establish procedures for monitoring the amount of Private Use at the Projects. The Issuer will consult with Bond Counsel and other legal counsel and advisers as necessary to determine whether, and to what extent, if as a result of any Private Use of the refinanced facilities any remedial action is required under Treasury Regulation §1.141-12. (b) The amount of Private Use of a Project is determined according to the average percentage of Private Use of such Project during the measurement period. To the extent that the Projects are owned by the Issuer, the measurement period with respect to a Project (i) begins on the later of the Issue Date of the Bonds or the placed-in-service date of the Project, and (ii) ends on the earlier of the expiration date of the economic life of the Project or the last maturity of the Bonds. The average percentage of Private Use is the average of the percentages 2715188.1 040872 TAGMT of Private Use during the -one-year periods within the-measurement--period- and—is- to be-- determined, e-determined, with appropriate adjustments, as provided in the Treasury Regulations (c) The Issuer also agrees to monitor the amount of private payments and private security at each Project to ensure that the present value of the aggregate amount of private payments and private security at the Projects financed with the proceeds of the_Bonds_ __ will not exceed: (i) five percent (5%) with respect to unrelated or related and disproportionate Private Use described in Section 3.4 above, and (ii) ten percent (10%) with respect to total Private Use described in Section 3.3 above, of the present value of the aggregate debt service on the Bonds. Such present values are to be determined, with appropriate adjustments, as provided in the Treasury Regulations. (d) The Issuer will advise Bond Counsel not less than annually of any change in the amount of: (i) unrelated or related and disproportionate Private Use described in Section 3.4 above, (ii) Private Use described in Section 3.3 above, and (iii) the corresponding amount of private payments and private security arising from any contract or other arrangement including, without limitation, ownership, leases, management and operation contracts, research agreements, guarantee contracts, take or pay contracts, put or pay contracts, or other output contracts or any other action or event described in this Article. 3.8. No Pooled Loan Financings. None of the proceeds of the Bonds will be used directly or indirectly to make or finance loans to two or more ultimate borrowers (including loans referred to in Section 3.2 hereof and loans to Governmental Units). ARTICLE IV ARBITRAGE 4.1. Issue Price. Based on the representations of the Purchaser, as set forth in Exhibit E attached hereto, the aggregate issue price of the Bonds is $21,827,123.55 (the "Issue Price"), representing the stated principal amount of $20,290,000.00, plus net original issue premium on the Bonds in the amount of$1,537,123.55. 4.2. Bond Yield and Investment Yield. (a) When used in this Tax Certificate, the term "yield" refers to yield computed by the actuarial or present value method using a 360-day year and semiannual compounding, and means that discount rate which, when used in computing the present value of all payments of principal and interest to be paid on an obligation, produces an amount equal to the Issue Price thereof in the case of the Bonds and the purchase price in the case of investments purchased with Gross Proceeds of the Bonds. (b) The Bonds constitute a Fixed Yield Issue. The yield on the Bonds has been computed, and verified by the Verification Agent in its Verification Report, in compliance with Treasury Regulations §1.148-4, to be 1.659936% (the "Bond Yield"). The Bond Yield will not be affected by subsequent unexpected events, except to the extent provided in Treasury Regulations §1.148-4(h) when and if the Issuer enters into a Qualified Hedge or into any transaction transferring, waiving or modifying any right that is part of the terms of the Bonds. 2715188.1 040872 TAGMT The Issuer will -consult- with Bond Counsel prior to entering into-any of the- foregoing- transactions. oregoing transactions. - (c) Except for the Bonds maturing on or after February 15, 2026, which are subject to optional redemption on any date on or after February-45; 2025--none-of the Bonds-are - subject to mandatory, contingent or optional redemption. None of-the Bonds (i) aresubjectto optional redemption within five years of the Issue Date, (ii) are issued at a issue price that exceeds the stated redemption price at maturity by more than one fourth of one percent multiplied by the product of the stated redemption price-at maturity and the number of complete years to the first optional redemption date for the.Bonds; or (iii) bear interest at increasing interest rates (i.e., a stepped coupon bond). (d) The Issuer has not entered into any Qualified Hedge with respect to the Bonds. (e) No amount has been or will be paid by or on behalf of the Issuer to any entity as a payment for a Qualified Guarantee with respect to the Bonds. 4.3. Temporary Periods. The.Issuer will not invest the Gross Proceeds of the Bonds in Investments at yields that are materially higher, as that term is defined in Treasury Regulations §1.148-2(d) ("Materially Higher"), than the Bond Yield except as set forth in this Section or Article VI below. (a) Temporary Period for Advance Refundigg. Proceeds of the Bonds may be invested without Yield Restriction for a period not to exceed thirty (30) days from the date hereof. Pursuant to Treasury Regulations §1.148-9(g), the Issuer hereby elects to waive its right to invest such proceeds without Yield Restriction during such thirty (30) day period. (b) Temporary Period for Investment Earnings. Except as otherwise provided in this Section, investment earnings and all amounts received by the Issuer from the investment of Gross Proceeds of the Bonds may be invested without Yield Restriction for a one (1) year period beginning on the date of receipt but in no event longer than the temporary period applicable to the source of such investment. (c) Temporary Period for Costs of Issuance. Proceeds of the Bonds used to pay costs of issuance of the Bonds may be invested without Yield Restriction for a temporary period not to exceed thirteen(13)months from the Issue Date and will be subject to rebate. (d) Temporary Period for Bona Fide Debt Service Fund. As further discussed in Section 7.2 below, amounts deposited in a Bona Fide Debt Service Fund may be invested without Yield Restriction for a period of thirteen (13) months from the date of deposit in such fund. (e) Minor Portion. A minor portion of the Gross Proceeds of the Bonds may be invested without Yield Restriction in an amount not exceeding the lesser of(i) $100,000 or (ii) five percent(5%) of the Sale Proceeds. 2715188.1 040872 TAGMT 4.4. No Transferred Proceeds. As of the-date-hered, all-of the proceeds-of the - Prior Bonds (including any proceeds of notes or bonds refunded thereby, if any) have been expended as of the Issue Date and, therefore, no proceeds of the Prior Bonds will become Transferred Proceeds of the Bonds on the date when a portion of the principal of the Refunded Bonds is redeemed from the proceeds of the Bonds. - - - _- --- - -- 4.5. Escrow Deposit Fund. (a) As described in the Escrow Contract between the Issuer and The Bank of New York Mellon, dated the Issue Date (the "Escrow Contract"), Sale Proceeds in the amount of$21,602,308.51 will be deposited into the Escrow Deposit Fund, as defined in the Escrow Contract, of which $779.40 will be retained as cash and held uninvested and $118,182,713.28 will be applied to purchase United States Treasury Securities ("Escrow Securities"). (b) The yield on the Escrow Securities deposited in the Escrow Deposit Fund has been computed by the Financial Advisor and verified by the Verification Agent in the Verification Report to be 0.874485%. The Verification Agent has verified in the Verification Report the adequacy of the initial cash deposit in the Escrow Deposit Fund and the interest thereon to pay, when due, the interest, principal and redemption premium, if any, relating to the Refunded Bonds. (c) On September 13, 2016, the Issuer solicited bids for the Escrow Securities from at least three (3) persons with no material financial interest in the Bonds. The solicitation sets forth each of the material terms of the Escrow Securities. The solicitation, the requirements stated therein, and the manner in which the potential bidders were solicited, were reasonably designed to elicit bids from at least three (3) qualified providers and were not motivated by an intent to reduce the yield on the Escrow Securities. On September 13, 2016, the Issuer received five (5) bids. These persons, to the best of the knowledge and belief of the Issuer, (i) are not related to another bidder (within the meaning of Code §I44(a)(3)), (ii) are established providers of securities comparable to the Escrow Securities solicited by the Issuer, and (iii) have no financial interest in the Bonds. The winning bid was the lowest cost bona fide bid(including any broker's fees). Based on the foregoing, the Escrow Securities are being acquired by the Issuer at Fair Market Value. A copy of the certificate of bidding agent and the certificate of provider, each executed in connection with the purchase of the Escrow Securities, is attached hereto as Exhibit I. 4.6. Advance Refunding and Redemption Date. As provided in the Escrow Contract, proceeds of the Bonds will be spent more than ninety (90) days after the Issue Date to pay debt service and redemption premium, if any, on the Refunded Bonds. The first optional redemption date of the Refunded Bonds is May 15, 2018 (2008 Bonds), March 15, 2019 (2009 Bonds) and August 15, 2019 (2011 Bonds). 4.7. Yield Reduction Payments. Notwithstanding any of the provisions in this Tax Certificate that require Sale Proceeds of the Bonds and investment earnings thereon to be invested at a yield not in excess of the Bond Yield, the yield on certain investments.acquired with proceeds of the Bonds will not be considered to be higher than the applicable yield limitation described herein if the Issuer makes or causes to be made Yield Reduction Payments to the United States Treasury at the time and in the amounts described in Treasury Regulations 2715188.1 040872 TAGMT §1148-5(c). The Issuer will consult with Bond Counsel prior to making any-investments in reliance on its eligibility to make Yield Reduction Payments. - - 4.8. Yield Restricted Money. Amounts that must be Yield Restricted, if any, will be invested in either: (i) Nonpurpose Investments at-a-fair_market-price -which produces a yield not Materially Higher than the Bond Yield, (ii) SLGS which produce yield not Materially Higher than the Bond Yield, or(iii) Tax-Exempt Obligations. 4.9. Universal Cap. (a) On each Valuation Date, the Issuer shall value the Universal Cap and the Nonpurpose Investments allocable to the Bonds thereunder. Nonpurpose Investments in a Bona Fide Debt Service Fund do not reduce the aggregate value of Nonpurpose Investments that may be allocated to the Bonds under the Universal Cap. Nonpurpose Investments cease to be allocated to the Bonds to the extent such Nonpurpose Investments have been expended for the governmental purpose of the issue, or to the extent the value thereof exceeds the value permitted to be allocated to the Bonds under the Universal Cap. To the extent Nonpurpose Investments cease to be allocated to an issue and the value of the Universal Cap exceeds the value of the remaining Nonpurpose Investments allocated to such issue, other Nonpurpose Investments may become allocated to the issue, provided that such Nonpurpose Investments are not already properly allocated to another issue and that such allocation does not cause the value of Nonpurpose Investments allocated to the Bonds to exceed the Universal Cap. Generally, if Gross Proceeds of the Bonds invested in Nonpurpose Investments exceed the Universal Cap on a Valuation Date, such Nonpurpose Investments cease to be allocated to the Bonds in the following order: (i) amounts allocable to Replacement Proceeds, (ii) amounts allocable to Transferred Proceeds, (iii) amounts allocable to Sale Proceeds and Investment Proceeds. (b) Amounts are allocable to only one issue at a time as Gross Proceeds. Amounts that are original proceeds or transferred proceeds allocable to an issue must be so allocated to that issue and may not be allocated instead as replacement proceeds to another issue. Amounts cease to be original proceeds or transferred proceeds allocated to an issue only when they are properly allocated to an expenditure for a governmental purpose, when they become transferred proceeds of another issue or when they cease to be allocated to an issue by operation of the Universal Cap. Where a Nonpurpose Investment ceases to be allocated to the Bonds, such Nonpurpose Investment is subject to re-allocation under the Universal Cap calculated with respect to another bond issue. A Nonpurpose Investment which is reallocated to another bond issue may be valued under the same valuation method pursuant to which it was valued for purposes of applying the Universal Cap with respect to the Bonds. (c) Notwithstanding anything herein to the contrary,the failure to perform the determination of Nonpurpose Investments allocable to the Bonds as of a Valuation Date shall not be considered a violation of this provision if the value of Nonpurpose Investments allocated to the Bonds did not exceed the value of the Bonds outstanding on such date. 2715188.1 040872 TAGMT 4.10. - No-Prohibited Pam. - The Issuer-has-not entered--into and will--riot- -- enter into any transaction to reduce the Yield on the -Investment of the Gross Proceeds of-the Bonds in such a manner that the amount to be rebated to the federal government is less than it would have been had the transaction been at arm's-length and the Bond Yield had not been relevant to either party. - - - - - - --- -- --- - 4.11. No Overissuance. The proceeds of the Bonds, including investment proceeds, will not exceed the amount necessary for the purpose(s) of the Bonds. 4.12. Disposition Receipts. The Issuer will consult with Bond Counsel as to how to invest and dispose of any amounts received from the condemnation, insurance, or disposition of any part of the Projects. 4.13. No Replacement Proceeds. No Replacement Proceeds (as defined in Treasury Regulations §1.148-1(c)) are expected to be created as a result of issuing the Bonds, as the weighted average maturity of the Bonds as set forth in Exhibit F attached hereto does not exceed one hundred twenty percent (120%) of the remaining weighted average economic life of the Projects as set forth in Exhibit C attached hereto. The average economic life of the Projects are assumed to have been assigned the "period of probable use" as defined under the State of New York Local Finance laws. The Issuer confirms that the Bonds are outstanding for a period that is reasonably required to accomplish the governmental purpose of financing the Projects with the proceeds of the Bonds. 4.14. Fair Market Value. The Issuer will not acquire Nonpurpose Investments at other than an arm's-length, Fair Market Value price. 4.15. Excess Gross Proceeds. Proceeds of the Bonds will not constitute excess gross proceeds (as such term is defined in Treasury Regulations §1.148-10(c)) in an amount that is greater than one percent (1%) of the sale proceeds of the Bonds. In this regard, excess gross proceeds constitutes all Gross Proceeds (including Replacement Proceeds) of the Bonds, other than those that are allocable to the (i) payment of principal, interest or redemption premium on the Refunded Bonds, (ii) payment of pre-issuance accrued interest on the Bonds, and interest on the Bonds that accrues for a period up to the completion date of any capital project for which the Refunded Bonds were issued, plus one year, (iii) a reasonably required reserve or replacement fund for the Bonds, (iv)payment of the Costs of Issuance of the Bonds, (v) payment of the administrative costs allocable to repaying the Refunded Bonds, carrying and repaying the Bonds, or investments of the Bonds, (vi) transferred proceeds allocable to expenditures for the governmental purpose of the Refunded Bonds, (vii) payment of interest on purpose investments, (viii) replacement proceeds in a sinking fund for the Bonds, and (ix) qualified guarantee fees for the Bonds or the Refunded Bonds. For this purpose, the term "transferred proceeds" includes all unexpended proceeds of the Refunded Bonds as of the date hereof. 4.16. First Advance Refunding. None of the proceeds of the Refunded Bonds were used to pay debt service on any other obligation of the Issuer more than ninety days after the respective issuance thereof. The Bonds constitutes the first and only advance refunding of the Refunded Bonds as permitted by Code §149(d)(3)(A)(i). Consequently, the Bonds may not 27I5188.I 040872 TAGMT be advance refunded with the proceeds of obligations the interest on which-is excluded from gross income for federal income tax purposes under,Code §103(a): 4.17. First Call Date. On the basis of representations made by the Financial Advisor, the Issuer will realize present value debt service savings (determined without regard to issuance and administrative expenses) in connection .with the issuance of the Bonds and the redemption of the Refunded Bonds. Accordingly, pursuant to Code §149(d)(3)(A)(iii), the Refunded Bonds will be redeemed not later than the earliest date on which such bonds may be, redeemed. 4.18. No Advance Refunding Device. The Refunded Bonds will be retired at a time no later than such bonds would have been retired had the Bonds not been issued for the purpose of refunding the Refunded Bonds. No device has been or will be employed in connection with the issuance of the Bonds in order to obtain a material financial advantage (based on arbitrage) apart from savings attributable to lower interest rates. ARTICLE V REBATE 5.1. Rebate Compliance. The Issuer understands that the continued exclusion of interest on the Bonds from gross income for purposes of federal income taxation depends, in part, upon compliance with the arbitrage limitations imposed by Code §148, including the rebate requirements described in this Article. The Issuer shall do and perform all acts and things necessary in order to assure that the arbitrage and rebate requirements of Code §148 are met. 5.2. Calculation of Rebate Amount. Code §148(f) requires the payment to the United States of the excess of the amount earned on the investment of Gross Proceeds of the Bonds in Nonpurpose Investments over the amount that would have been earned had the amount so invested been invested at a rate equal to the Bond Yield, together with any income attributable to such excess. Except as provided below, all Gross Proceeds of the Bonds are subject to this requirement. In order to meet the rebate requirement of the Code, the Issuer will take the following actions: (a) Record of Investments. The Issuer will record the date of receipt, amount and source of any Gross Proceeds of the Bonds, e.g., Sale Proceeds, Replacement Proceeds, loan repayments, investment earnings. For each Nonpurpose Investment acquired with or allocated to Gross Proceeds of the Bonds, the Issuer will record the purchase date or allocation date of such investment, its purchase price (excluding any broker or dealer's commission or discount), or, if not acquired directly with Gross Proceeds of the Bonds, its Value on the date the Nonpurpose Investment is allocated to Gross Proceeds of the Bonds, accrued interest due on its purchase date or allocation date, its face amount, its coupon rate, its yield, the frequency of its interest payment, its disposition price (excluding any broker or dealer's commission or discount), the accrued interest due on its disposition date and its disposition date. In addition, the Issuer will record the date and amount of all expenditures made with Gross Proceeds of the Bonds, including the payment of any Rebate Amount (as defined below). 2715]88.1 040872 TAGMT (b) Method for Computing Yield. For each-Computation Period; the--Issuer shall determine, if required, the Bond Yield computed-as required -by Treasury Regulations §1.148-4(b). When expressed as a decimal, yield will be accurate to at least four (4) decimal places. (c) Eligibility of Qualified Guarantee: Payments-for a Qualified Guarantee- will be eligible to be taken into account as Issue Payments for purposes of computing the Bond Yield only if the payment for the guarantee represents a reasonable payment for a Qualified Guarantee. (d) Computation of Rebate Amount. Subject to the special rules set forth in paragraph (e) of this Section, the Issuer will determine the Rebate Amount on each Computation Date. The "Rebate Amount" as of any Computation Date is the excess of the Future Value of all receipts with respect to Nonpurpose Investments over the Future Value of all payments with respect to the purchase of Nonpurpose Investments or the allocation of such investments to the proceeds of the Bonds, determined as of each Computation Date. To the extent amounts received from investments are reinvested, these amounts may be netted against each other and not taken into account in the Computation of the Rebate Amount. The Issuer shall determine the nonpurpose receipts and nonpurpose payments as described below. (i) Receipts. Receipts with respect to Nonpurpose Investments include (A) actual receipts, amounts actually or constructively received with respect to an investment, reduced by Qualified Administrative Expenses; (B) disposition receipts, the Fair Market Value of investments deemed to be sold on the date the Investment ceases to be allocated to the issue, (except that Present Value may be substituted for Fair Market Value with respect to fixed yield investments, investments required to be Yield Restricted, and investments transferring by virtue of the universal cap or transferred proceeds rules); (C) Computation Date Receipts, the Market Value (Present Value, in the case of Investment Contracts and fixed rate investments) of all Nonpurpose Investments allocated to the issue at the close of business on a Computation Date; and (D)rebate receipts, any recovery of an overpayment of rebate. (ii) Payments. Payments with respect to Nonpurpose Investments include (A) direct payments, the amount of Gross Proceeds of the issue directly used to purchase the investment, including Qualified Administrative Expenses; (B)constructive payments, the Value of an investment allocated to (but not directly purchased with) Gross Proceeds on the date so allocated; (C)Nonpurpose Investments allocated to an issue at the end of the preceding Computation Period, at the value of the investments at the beginning of the computation period; (D)rebate payments, payments of rebate amounts when due and Yield Reduction Payments on Nonpurpose Investments; and (E)the Computation Date Credit. (e) Rebate Exceptions. In connection with the rebate requirement the following exceptions shall apply to the Bonds. (i) $100,000 Bona Fide Debt Service Fund Gross Earnings Exception to Rebate. Notwithstanding anything in this Section 5.2 to the contrary, if the gross 2715188.1 040872 TAGMT earnings from the investments held in a Bona Fide Debt Service Fund for the bond year in question, as determined under paragraph (c) above,-are Aess-than-$100,000 then any amount earned on such Bona Fide Debt Service Fund shall not be taken into account in determining the Rebate Amount. In this regard, the $100,000 earnings limitation is deemed satisfied if the annual debt service on the issue does not exceed $2,500,000. For purposes of this paragraph,the term "gross earnings" means the aggregate-amount earned on'the Nonpurpose Investment in which the Gross Proceeds deposited to a Bona Fide Debt Service Fund are invested, including amounts earned on such amounts if allocated to a Bona Fide Debt Service Fund. (ii) Bona Fide Debt Service Fund Exception to Rebate. If the average maturity of the Bonds is at least five (5) years and the rates of interest do not vary during the term of the Bonds, then any amount earned on the Bona Fide Debt Service Fund (other than amounts representing accrued interest or capitalized interest) shall not be taken into account in determining the Rebate Amount. (iii) Six-Month Spending_Exception to Rebate. Notwithstanding anything in this Section to the contrary, if all of the Gross Proceeds of the Bonds held in any fund or account (other than the Gross Proceeds held in a Bona Fide Debt Service Fund or any reasonably required reserve fund), including investment earnings received with respect to such Gross Proceeds but excluding investment earnings received with respect to such Gross Proceeds held in the Bona Fide Debt Service Fund, have been expended for the governmental purpose of the Bonds within six (6) months (or ninety-five percent (95%) within six (6) months and one hundred percent (100%) within one year) after the Issue Date, then the only Nonpurpose Investments to be taken into account in the calculation of the Rebate Amount are Nonpurpose Investments acquired with or allocated to Gross Proceeds of the Bonds held in any reasonably required reserve fund and to any Gross Proceeds of the Bonds arising after such six (6) months which were not reasonably anticipated as of the Issue Date. The existence of sinking fund or pledged fund proceeds or the expectation that such proceeds will arise within six (6) months of the Issue Date will make the six-month spending exception to rebate inapplicable. For purposes of this exception, Gross Proceeds used to pay principal of the Bonds are not treated as expended on the governmental purpose of the Bonds. This exception is available for the Gross Proceeds of the Bonds and the Issuer expects the requirements of this exception to rebate to be met with respect to the Gross Proceeds of the Bonds. (iv) Eighteen-Month Spending; Exception to Rebate. None of the Gross Proceeds of the Bonds qualify for this spending exception to rebate. (v) Two-Year Construction Bond Exception to Rebate. None of the Gross Proceeds of the Bonds qualify for this spending exception to rebate. 5.3. Rebate Options. With respect to the investment of the proceeds of the Bonds,the Issuer will: (a) comply with the requirements of the six-month spending exception to rebate, the eighteen-month spending exception to rebate or the two-year construction bond 2715188.1 040872 TAGMT exception to rebate, and if it is unable to comply with any of such-requirements, rebate arbitrage _ earnings in accordance with the provisions of this Article; - - -- - - (b) invest all.Gross Proceeds of the Bonds at all times from the Issue Date until expended in investments not constituting investment property for purposes of Code §148 of the Code, such as obligations of a state or of a political subdivision of a-state-the-interest on which is excluded from gross income for purposes of federal income taxation under Code §103 and is not a preference item for purposes of the alternative minimum tax imposed by Code §55; (c) invest all Gross Proceeds of the Bonds in obligations having a yield that does not exceed the Bond Yield; or (d) comply with the rebate provisions described in this Article. 5.4. Payment to the United States. (a) Unless the Bonds are redeemed prior to such time, the Issuer will pay to the United States, not later than sixty (60) days after each Installment Computation Date, an amount which, when added to previous rebate payments made with respect to the Bonds, is equal to not less than ninety percent (90%) of the Rebate Amount. The Issuer will pay to the United States, not later than sixty (60) days after the Bonds are fully paid or redeemed, one hundred percent (100%) of the Rebate Amount. If the final rebate payment is not made within sixty (60) days after the Final Computation Date, interest on the Rebate Amount will be deemed to accrue at the underpayment rate under Code §6621, beginning on the date the Rebate Amount is due and ending on the date ten (10) days before it is paid. (b) The Issuer will mail each payment to the Internal Revenue Service Center, Ogden, Utah 84201 or such other address as the Treasury Regulations may require. Each payment shall be accompanied by the Form 8038-T (or other prescribed form) and such information and documents as the Treasury Regulations may require. 5.5. Rebate Regarding Prior Bonds. The Issuer understands that it must make a final rebate accounting and submit a Form 8038-T, if applicable, to the Internal Revenue Service with any required rebate or penalty payments within sixty (60) days of the final redemption date of each issue of the Prior Bonds being refunded with proceeds of the Bonds. 5.6. Engagement of Experts. The Issuer shall, before the date which is the earlier of(i) the fifth (5t') anniversary of the Issue Date or (ii) the date of the last redemption of the Bonds, engage Hawkins Delafield & Wood LLP or another firm nationally recognized in the calculation of rebate to perform the calculations necessary to comply with the rebate requirements of the Code with respect to the Bonds, including any exceptions thereto. ARTICLE VI ACCOUNTING FOR EXPENDITURES 6.1. Tax Accounting for Expenditures of Bond Proceeds. In general, any reasonable, consistently applied accounting method may be used to account for expenditures of proceeds of the Bonds for arbitrage and private activity bond compliance purposes under Treasury Regulations §§1.148-6(d) and 1.141-6. Allocations for these two purposes must be 2715188.1 040872 TAGMT consistent with each other. Reasonable accounting methods for allocating funds from different sources to expenditures for the same governmental purpose include any of the following methods if consistently applied: a specific tracing method; a gross proceeds spent first method; a first-in, first-out method; or a ratable allocation method. Subject to more restrictive special rules that may apply to proceeds of the Bonds, such as the more restrictive=special--rules applicable-to - - expenditures of proceeds for Restricted Working Capital Expenditures (see, Bond-Proceeds- Spent-Last Accounting Method), and except as otherwise noted in the immediately succeeding sentence, the Issuer will use a specific tracing method, consistently applied, to account for expenditures of proceeds of the Bonds for purposes of Code §§148 and 141. The expenditure of money deposited to the Bona Fide Debt Service Fund shall be accounted for on the basis of the first-in,first-out method of accounting. (a) Extraordinary Working Capital Items. Gross Proceeds of an issue used for expenditures for extraordinary, non-recurring items that are not customarily payable from current revenues, such as casualty losses or extraordinary legal judgments in amounts in excess of reasonable insurance coverage, or the payments of Extraordinary Working Capital Items. The exception set forth above shall apply only if the Issuer or a related party does not otherwise maintain a reserve for such items or set aside other available amounts for such expenses. No portion of the proceeds of the Bonds will be used to pay Extraordinary Working Capital Items. (b) Grants. Gross Proceeds of an issue used to make a grant(i.e., a transfer of money by the Issuer to a transferee that is neither a member of the Issuer's Controlled Group nor an agent of the Issuer) that imposes on the transferee no obligation or condition to repay any amount to the Issuer. In this regard, obligations or conditions intended solely to assure the expenditure of transferred money in accordance with the governmental purpose of the transfer do not prevent a transfer from qualifying as a grant. The Issuer understands that in the unexpected event that a repayment is made with respect to a bond-financed grant, the repaid amount is treated as unspent proceeds of the bonds as of the repayment date unless expended within sixty (60) days of the repayment. The amount of grants not meeting the definition above will not be considered expended until expended by the ultimate recipient. No portion of the proceeds of the Bonds will be applied to finance a grant. (c) Costs of Issuance and De Minimis Working Capital Items. Gross Proceeds of an issue used for costs of issuance, administrative costs; qualified guarantees or hedges; payments of interest on the issue for a period commencing the date hereof and ending on the later of three (3) years from the date hereof or one (1) year after the date the Projects are placed in service; rebate or penalty or yield reduction payments; payments of principal or interest on an issue paid from unexpected excess sale or investment proceeds; and principal or interest on an issue paid from investment earnings on a reserve or replacement fund that are deposited in a Bona Fide Debt Service Fund, and Gross Proceeds of an issue used for working capital not in excess of five percent (5%) of the Sale Proceeds of the Bonds that are directly related to the Capital Expenditures financed by the Bonds may be considered spent for arbitrage purposes on a specific tracing accounting method. (d) Exception for Commingled Investment Proceeds. Investment proceeds of the Bonds that are deposited into the Issuer's General Fund or other funds and that are commingled with substantial tax or other revenues from the governmental operations of the 2715188.1040872 TAGMT Issuer may be-treated as allocated to expenditures fora governmental purpose if such Investment-- - - Proceeds are expected to be spent within six (6)months from the date of commingling-.-- - - (e) Allocations of Proceeds to Expenditures. It is understood that any allocations of the proceeds of the Bonds to expenditures-herein-are preliminary: Pursuant to .._ - Treasury Regulations §§1.141-6(a) and 1.148-6(d)(1)(iii), within eighteen__(18).months after.the later of the date on which an expenditure of proceeds of the Bonds is made or, if later in the case of an expenditure for a Capital Project, if any, the Capital Project is placed in service, the Issuer will make a final allocation of the actual amount of proceeds used for that expenditure by the Issuer. In any event, such allocation must be made by the date sixty (60) days after the fifth (5th) anniversary of the Issue Date or the date sixty (60) days after the retirement of the Bonds, if earlier. The Issuer reserves the authority to change any allocation of proceeds to expenditures and the authority to change the method of accounting of proceeds for the entire period permitted under Treasury Regulations §§1.141-6 and 1.148-6 and other applicable Treasury Regulations. 6.2. Related Parties and Expenditures. In general, for purposes of tracking investments and expenditures of Gross Proceeds of the Bonds to ensure compliance with the arbitrage restrictions under Code §148 and the Treasury Regulations, the Issuer will continue to track investments of proceeds of the Bonds and expenditures of the proceeds of the Bonds until paid to parties that are not Related Parties. The Issuer understands that, for arbitrage purposes under Treasury Regulations §1.148-6(d)(7), unless otherwise within Section 6.3 of this Tax Certificate, any payment of Gross Proceeds of the Bonds to a Related Party of the payer is not an expenditure of those Gross Proceeds for arbitrage investment tracking purposes. Further in this regard, for purposes of determining whether the Issuer and another entity are Related Parties, a special rule under Treasury Regulations §1.150-1(e)(3) provides that a general purpose governmental entity with its own substantial taxing, eminent domain, and police powers is an uncontrolled entity (e.g., a city possessing substantial amounts of each of the referenced sovereign powers is not a controlled entity of a state). 6.3. Expenditures on a Reimbursement Basis of Eligible Original Expenditures Paid Before Issue Date. No portion of the proceeds of the Bonds will be used to reimburse the Issuer for expenditures incurred and paid thereby with respect to the Projects in anticipation of the issuance of the Bonds. 6.4. Segregated Accounts, Investment Records, and Documentation of Expenditures. The Issuer will segregate or cause the segregation of all proceeds in one or more segregated accounts and will maintain necessary investment and expenditure records in order to assure compliance with the federal tax requirements for the Bonds and will segregate or cause the segregation of proceeds prior to expenditures for governmental purposes in segregated accounts and will maintain necessary investment and expenditure records for such purposes, including, without limitation,the following: (a) investment records necessary to show compliance with any applicable restrictions as to Yield, to compute the Rebate Amount, and to demonstrate compliance with any applicable spending exceptions or other requirements under Code §148; and 2715188.1 040872 TAGMT (b) expenditure records necessary to-show-the times, amounts-and purposes- - - for which the proceeds are spent on Capital Projects-for governmental purposes or otherwise. ARTICLE VII DEBT SERVICE 7.1. Source of Repayment of Bonds. The principal of and interest on the Bonds (to the extent not paid from proceeds of other Tax-Exempt Obligations of the Issuer) will be paid from the Issuer's taxes and revenues. 7.2. Debt Service. Fund. The taxes and revenues used to pay principal and interest on the Bonds, whether or not deposited in a Bona Fide Debt Service Fund, will be expended within thirteen (13) months of the date of deposit in such fund, or the date of their accumulation. Any amounts received from the investment of such deposit or accumulation will be expended within one (1) year of receipt. The Bona Fide Debt Service Fund, if any, will be used to achieve a proper matching of revenues and debt service and will be depleted at least annually except for a reasonable carryover amount which will not exceed the greater of the earnings on such fund for the immediately preceding.bond year or one-twelfth of the debt service on the Bonds for the immediately preceding bond year. So long as the foregoing conditions are satisfied, amounts in the Bona Fide Debt Service Fund may be invested until expended without Yield Restriction. 7.3. Sinking Funds. Except for the Bona Fide Debt Service Fund described herein, the Issuer has not created or established, and does not expect to create or establish, any sinking fund, debt service reserve fund, pledged fund or other similar fund which the Issuer reasonably expects to use to pay principal or interest on the Bonds, including without limitation, any arrangement under which money, securities or obligations pledged directly or indirectly to secure the Bonds or any contract securing the Bonds or any arrangement providing for compensating balances to be maintained by the Issuer with any holder of the Bonds. 7.4. No Negative Pledgees. There are no amounts held under any agreement to maintain amounts at a particular level for the direct or indirect benefit of the holders of the Bonds or guarantor of the Bonds, if any, excluding for this purpose amounts in which the Issuer (or a substantial beneficiary) may grant rights that are superior to the rights of the holders of the Bonds or guarantor of the Bonds, if any, and amounts that do not exceed reasonable needs for which they are maintained and as to which the required level is tested no more frequently than every six (6) months and that may be spent without any substantial restriction other than a requirement to replenish the amount by the next testing date. ARTICLE VIII MISCELLANEOUS 8.1. Recordkeeping, The Issuer shall maintain records to support the representations, certifications and expectations set forth in this Tax Certificate until the later of the date three (3) years after the Bonds are retired or if the Bonds are refunded with proceeds of 2715188.1 040872 TAGMT Tax-Exempt Obligations, the date three (3) years after the last of such refunding Tax-Exempt Obligations are retired. The records the Issuer will retain include, but are not-limited to: (a) basic records and documents related to the Bonds, including the Certificate of Determination, this Tax Certificate and the opinion of Bond Counsel, (b) documentation evidencing the expenditure of the proceeds of the Bonds, (c) documentation evidencing all sources of payment or security for the Bonds, (d) documentation pertaining to any investment of the Gross Proceeds of the Bonds, including the purchase and sale of securities, SLGS subscriptions, yield calculations for each class of investment of the proceeds of the Bonds and guaranteed investment contracts, (e) documentation evidencing determinations made pursuant to Articles IV and V hereof and records of all amounts paid to the United States pursuant to Sections 4.7, 5.4 and 5.5 hereof, and (f) documentation evidencing determinations made pursuant to Article III hereof as to the use of the Projects. ARTICLE IX POST ISSUANCE TAX COMPLIANCE 9.1. Post-Issuance Written Compliance Policies and Procedures. The Issuer represents that it has adopted written post-issuance tax compliance policies and procedures to ensure compliance with applicable requirements of federal tax law with respect to the Bonds. Such policies and procedures include, among other things, procedures for instituting remedial actions in the event of any failure to comply with Code §141 relating to "private activity" and Code §148 relating to arbitrage, Yield Restriction and rebate, and designation of the official responsible for monitoring compliance with such requirements and to act as its compliance officer. See Exhibit G attached hereto. [Signature page follows.] 27I5I88.I 040872 TAGMT IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Town of Southold to this Tax Certificate on this 4th day of October, 2016. Supervisor [Signature page to the Tax Certificate] Table of Exhibits - Exhibit A — Definitions Exhibit B — Form 8038-G Exhibit C — Economic Lives and Private Use of Projects Financed with Proceeds of the Bonds Exhibit D [Reserved] Exhibit E — Certificate of the Purchaser Exhibit F — Financing Schedules Exhibit G — Post-Issuance Tax Compliance Procedures Exhibit H — Certificate of the Financial Advisor Exhibit I — Certificates Relating to Escrow Securities Exhibit 3 --- Summary of Portfolio of Escrow Securities 2715188.1 040872 TAGMT EXHIBIT A DEFINITIONS "Available Construction Proceeds" means the issue price of the Bonds (i)plus earnings on the issue price and on amounts in any reserve fund not funded from bond proceeds, and earnings on such earnings and (ii) less the amount of the issue price representing a reasonably required reserve or replacement fund and costs of issuance funded with proceeds received from the sale of the Bonds. For purposes of this definition earnings include earnings on any Tax-Exempt Obligation. If only a portion of the Bonds constitutes a Construction Issue, a pro- rata portion of the above-described amount will constitute Available Construction Proceeds. Pre-issuance accrued interest and earnings thereon may be disregarded. "Bona Fide Debt Service Fund" means a fund, which may include proceeds of an issue, that is used primarily to achieve a proper matching of revenues with principal and interest payments within each Bond Year and is depleted at least once each Bond Year except for a reasonable carry over amount (not in excess of the earnings on the fund for the immediately preceding Bond Year or one-twelfth of the principal and interest payments on the issue for the immediately preceding Bond Year). "Bond Counsel" means Hawkins Delafield & Wood LLP, or any nationally recognized attorney or firm of attorneys knowledgeable in the requirements of the Code and the Treasury Regulations and retained by the Issuer. "Bond-Proceeds-Spent-bast Accounting Method" shall mean the required accounting method for spending proceeds of an issue on Restricted Working Capital Expenditures under Treasury Regulations §1.148-6(d)(3), which treats proceeds as spent on a date only to the extent that the Working Capital Expenditures exceed available amounts, taking into account the treatment of a reasonable working capital reserve as unavailable, with the determination of available amounts and reasonable working capital reserves being made in the manner set forth in the Treasury Regulations. "Bond Year" means each one (1) year period that ends on the day selected by the Issuer. The first Bond Year and the last Bond Year may be short periods. If the Issuer has not selected a day before the earlier of the final maturity date of the issue or five (5) years after the Issue Date, Bond Year shall mean any year ending on the anniversary of the Issue Date and on the final maturity date. "Bond Yield" means the yield on the Bonds as defined in Section 4.2 of this Tax Certificate. "Capital Expenditure" means any cost of a type that is property chargeable to the capital account (or would be so chargeable with a proper election or with the application of the definition of placed in service under Treasury Regulations §1.150-2(c)) under general federal income tax principles. Capital Expenditures include amounts used for construction, reconstruction or rehabilitation of buildings or other inherently permanent structures, including items that are structural components of such buildings or structures, and architectural and A-1 2X5188.1 040872 TAGMT engineering fees, site survey fees, legal expenses, insurance premiums and development fees to the extent such fees and expenses directly relate to other construction costs. "Capital Project" shall mean all Capital Expenditures, plus related working capital expenditures to which the de minimis rule under Treasury Regulations §1-.148-6(d)(3)(ii)(A) applies, that carry out the governmental purposes of an issue. "Code" means the Internal Revenue Code of 1986, as amended. "Computation Date" means each Installment Computation Date and the Final Computation Date. "Computation Date Credit" means, for any issue of obligations, an amount equal to the Future Value of$1,650 for each Bond Year during which there are gross proceeds of the Bonds on a Computation Date other than the Final Computation Date, and $1,650 on the Final Computation Date. The foregoing computation credit is subject to an annual inflation-based adjustment announced by the IRS. "Computation Period" shall mean the period between Computation Dates. The first Computation Period begins on the Issue Date and ends on the first Computation Date; each succeeding Computation Period begins on the date immediately following the Computation Date and ends on the next Computation Date. "Construction Expenditures" shall mean, except as otherwise provided, Capital Expenditures allocable to the cost of real property or constructed personal property. Construction Expenditures do not include expenditures for acquisitions of interests in land or other existing real property, unless the contract between the seller and the Issuer requires the seller to build or install the property (e.g., a "turnkey contract"), but only to the extent that the property has not been built or installed at the time the parties enter into the contract. For purposes of this definition "constructed personal property" means tangible personal property (or, if acquired pursuant to a single acquisition contract, properties) or so-called "specially developed computer software" if. (A) a substantial portion of the property or properties is completed more than six (6) months after the earlier of the date construction or rehabilitation commenced or the date the Issuer entered into an acquisition contract; (B) based on reasonable expectations of the Issuer, if any, or representations of the person constructing the property, with the exercise of due diligence, completion of construction or rehabilitation (and delivery to the Issuer) could not have occurred within that six (6) month period; and (C) if the Issuer itself builds or rehabilitates the property, not more than seventy-five percent (75%) of the capitalizable cost is attributable to property acquired by the Issuer (e.g., components, raw materials, and other supplies). "Specially developed computer software" means any programs or routines used to cause a computer to perform a desired task or set of tasks, and the documentation required to describe and maintain those programs, provided that the software is specially developed and is functionally related and subordinate to the real property or other constructed personal property. A-2 2715188.1 040872 TAGMT For purposes of this definition "real property"-means-land-and-improvements-to land, such as buildings or other inherently permanent structures,-including-interests in-real-property; e.g., "real property" includes wiring in a building, plumbing systems, central heating or air- conditioning systems, pipes or ducts, elevators, escalators installed in a building, paved parking areas, roads, wharves and docks, bridges and sewage lines. - - -For purposes of this definition "tangible personal property" means any tangible property other than real property, including interests in tangible personal property; e.g., "tangible personal property" includes machinery that is not a structural component of a building, subway cars, fire trucks, automobiles, office equipment, testing equipment, and furnishings. "Construction Issue" means for purposes of the two-year construction bond exception to rebate, any issue (or portion thereof) that is not a refunding issue in which all of the bonds are either (i) Governmental Bonds; (ii) Qualified 501(c)(3) Bonds, or (iii) Qualified Private Activity Bonds to finance property owned by a Governmental Unit or a 501(c)(3) organization, if at least seventy-five percent (75%) of the net proceeds of the issue are to be used for expenditures for construction, reconstruction and rehabilitation of property which is owned by a Governmental Unit or a 501(c)(3) organization. "Controlled Group" means a group of entities controlled directly or indirectly by the same entity or group of entities. In general, "direct control" exists while a controlling entity possesses either of the following rights or powers and such rights or powers are discretionary and non-ministerial: the right or power (i) both to approve and to remove without cause a controlling portion of the governing body of the controlled entity, or (ii) to require the use of funds or assets of the controlled entity for any purpose of the controlling entity. If one entity (the "Controlling Entity") directly controls another (the "Controlled Entity"), then the Controlling Entity indirectly controls any entity controlled directly or indirectly by such Controlled Entity. However, an entity is not a Controlled Entity if it possesses substantial taxing, eminent domain and police powers. "De Minimis Amount" shall mean: (a) in reference to original issue discount (as defined in Code §1273(a)(1)) or premium on an obligation: (i) an amount that does not exceed two percent (2%) multiplied by the stated redemption price at maturity; plus (ii) any original issue premium that is attributable exclusively to reasonable underwriters' compensation; and (b) in reference to market discount (as defined in Code §1278(a)(2)(A)) or premium on an obligation, an amount that does not exceed two percent (2%) multiplied by the stated redemption price at maturity. "De Minimis Working Capital Items" shall mean Working Capital Expenditures eligible for the de minimis exception to the Bond-Proceeds-Spent-Last Accounting Method in Treasury Regulations §1.148-6(d)(3)(ii)(A), and includes: (a) issuance costs of an issue and Qualified Administrative Costs; (b) Qualified Guarantee fees and Qualified Hedge payments; A-3 2715188.1 040872 TAGMT (c) ---interest on an issue for a period starting on-the-Issue-°Date-and-ending-on-- -- the date that-is the later of three (3) years from-the Issue-Date or one (1)-year after the- -- date on which any financed Capital Project is placed in service; (d) certain Rebate Amounts and Yield-Reduction Payments;. (e) other costs that do not exceed five percent (5%) of the Sale Proceeds of an issue and that are directly related to any Capital Expenditures financed with the issue; (fl principal or interest on an issue paid from unexpected excess Sale Proceeds or Investment Proceeds; or (g) principal or interest on an issue paid from investment earnings on a reserve or replacement fund that are deposited in a Bona Fide Debt Service Fund. "Extraordinary Working Capital Item" shall mean Working Capital Expenditures eligible for the exception to the Bond-Proceeds-Spent-Last Accounting Method in Treasury Regulations §1.148-6(d)(3)(ii), which covers extraordinary, nonrecurring items that are not customarily payable from current revenues, such as casualty losses or extraordinary legal judgments in amounts in excess of reasonable insurance coverage, and for which no reserve has been maintained. "Fair Market Value" of an Investment shall have the following meanings: (a) In.General. Except as elsewhere specifically stated below,the Fair Market Value of an Investment is the price at which a willing buyer would purchase the Investment from a willing seller in a bonafide, arm's-length transaction. (b) United States Treasury Obligation. The Fair Market Value of a United States Treasury Obligation that is purchased directly from the United States Treasury is its purchase price. (c) Certificate of Deposit The Fair Market Value of a certificate of deposit with a fixed interest rate, a fixed payment schedule, and a substantial penalty for early withdrawal is its purchase price provided the yield on the certificate of deposit is not less than (i)the yield on reasonably comparable direct obligations of the United States and (ii) the highest yield published by the provider and currently available from the provider on reasonably comparable certificates of deposit offered to the public. (d) Guaranteed Investment Contracts and Yield Restricted Defeasance Escrows. The Fair Market Value of a guaranteed investment contract or an investment purchased for a yield restricted defeasance escrow is its purchase price, provided the issuer of the Bonds makes a bonafide solicitation for such contract that satisfies all of the following requirements: (A) The bid specifications are in writing and are timely forwarded to potential providers. A-4 2715188.1 040872 TAGMT (B) The bid specifications include all material terms of the bid; material terms are defined as terms that may directly or indirectly affect the yield or cost _ —of the investment. (C) The bid specifications include a statement notifying potential providers that submission of a bid is a representation that the potential provider did not consult with any other potential provider about its bid, that the bid was determined without regard to any other formal or informal agreement that the potential provider has with the issuer or any other person (whether or not in connection with the bond issue), and that the bid is not being submitted solely as a courtesy to the issuer or any other person for purposes of satisfying the requirements of the applicable provisions of the Treasury Regulations. (D) The terms of the bid specifications are commercially reasonable, i.e., there is a legitimate business purpose for the term other than to increase the purchase price or reduce the yield of the investment (for example, for solicitations of investments for a yield restricted defeasance escrow, the hold firm period must be no longer than the issuer reasonably requires). (E) With respect to purchases of guaranteed investment contracts only, the terms of the solicitation take into account the issuer's reasonably expected deposit and drawdown schedule for the amounts to be invested. (F) All potential providers have an equal opportunity to bid, for example, no potential provider is given the opportunity to review other bids (i.e., a"last look") before providing a bid. (G) At least three reasonably competitive providers are solicited for bids; reasonably competitive provider is a provider that has an established industry reputation as a competitive provider of the investments being purchased. The bids received must meet all of the following requirements: (i) The issuer receives at least three bids from providers that the issuer solicited under a bona fide solicitation, which bids meet the requirements set forth immediately above and that do not have a material financial interest in the issue. A lead underwriter in a negotiated underwriting transaction is deemed to have a material financial interest in the issue until fifteen (15) days after the Issue Date. In addition, any entity acting as financial advisor with respect to the purchase of the investment at the time the bid specifications are forwarded to potential providers has a material financial interest in the issue. A provider that is a related party to a person that has a material financial interest in the issue is deemed to have a material financial interest in the issue. A-5 2715188.1 040872 TAGMT (ii) At least one of the three bids received is from a reasonably competitive - provider of such types of investments, as described -in paragraph (G) above. (iii) If the issuer uses an agent to conduct the bidding process, the agent did not bid to provide the investment. ----- --- -- - - The winning bid must be: (i) In the context of a guaranteed investment contract, the highest yielding bona fade bid(determined net of any broker's fees). (ii) In the context of investments other than guaranteed investment contracts, the lowest cost bona fide bid (including any broker's fees). The lowest cost bid is either the lowest cost bid for the portfolio or if the issuer compares the bids on an investment by investment basis, the aggregate cost of a portfolio comprised of the lowest cost for each investment. Any payment received by the issuer from a provider at the time the investment is purchased (e.g., an escrow float contract) for a yield restricted defeasance escrow under a bidding procedure meeting the requirements of this definition is taken into account in determining the lowest cost bid. In general, the lowest cost bona fade bid (including any broker's fee) may not be greater than the cost of the most efficient portfolio comprised exclusively of SLGS available for purchase from the Bureau of Public Debt. The cost of the most efficient portfolio of SLGS is to be determined at the time that bids are required to be submitted pursuant to the terms of the bid specifications. This requirement to compare to the most efficient SLGS portfolio does not apply if SLGS are not available for purchase on the date that bids are required to be submitted because sales of those securities have been suspended. The provider of the investments or the obligor on the guaranteed investment contract certifies the administrative costs that it pays (or expects to pay), if any, to third parties in connection with supplying the investment. The issuer must retain the following records with the bond documents until three years after the last outstanding bond is redeemed: (i) For guaranteed investment contracts, a copy of the contract, and for other types of purchases, the purchase agreement or confirmation. (ii) The receipt or other record of the amount actually paid by the issuer for the investment, including a record of any administrative costs paid by the issuer to third parties and the certification of such costs. (iii) For each bid that is submitted, the name of the person and entity submitting the bid, the time and date of the bid and the bid results. A-6 2715188.1 040872 TAGMT (iv) The bid solicitation form and, if the terms of the purchase-agreement or — ---the guaranteed investment contract deviated from the bid solicitation form or a submitted bid is modified, a brief statement explaining the deviation and stating the purpose of the deviation. If the issuer replaces an investment in the winning bid portfolio with another investment, the purchase price of the investment must be bid under a bidding-procedure meeting the requirements of this definition. (v) For purchases of investments other than guaranteed investment contracts, the most efficient portfolio of SLGS, determined at the time that the bids were required to be submitted pursuant to the terms of the bid specifications. "Final Computation Date" means the day the last obligation that is part of the Bonds is discharged. "Fixed Yield Bond" means any obligation whose yield is fixed and determinable on its issue date using the assumptions and rules set forth in Treasury Regulations §1.148-4(b). "Fixed Yield Investment" shall 'Mean any Investment, the Yield on which is fixed and determinable on its Issue Date. "Fixed Yield Issue" means any issue at any time that each bond included in it and still outstanding is a Fixed Yield Bond. "Future Value" or "FV" of a payment or receipt means the amount, determined by using the economic accrual method (the method of computing yield based on the compounding of interest at the end of each compounding period), equal to the value of such payment or receipt at the time it is paid or received (or treated as paid or received), plus interest assumed to be earned and compounded over the period at a rate equal to the yield on the bonds, using the same compounding interval and financial conventions used to compute yield. "Governmental Bonds" mean bonds or other obligations issued as part of an issue the interest on which is excluded from gross income for federal income tax purposes under Code §103(a) and which are not Qualified Private Activity Bonds or Qualified 501(c)(3)Bonds. "Governmental Unit" means a state or local governmental unit as defined in Treasury Regulations §1.103-1 or any instrumentality thereof, excluding the United States or any agency or instrumentality thereof. "Gross Proceeds" shall mean Sale Proceeds, Investment Proceeds, Transferred Proceeds and Replacement Proceeds. The term "Gross Proceeds" does not include Qualified Administrative Costs, nor does it include amounts properly within the applicable yield allowance for acquired purpose investments (one-eighth of one percentage point ('/8%)) or for acquired program investments (one-and-one-half percentage points (11/2%)). A-7 2715188.1 040872 TAGMT "Nigher Yielding Investment" shall mean a Nonpurpose- Investment, the Yield on - - - -- which exceeds the yield on the Bonds by more than the spread permitted--by-the-Code-and - - - Treasury Regulations. "Installment Computation Date" shall mean any date with respect to a Fixed Yield Bond Issue; with respect to a Variable Yield Bond Issue, the Issuer may treat-the last day of any _ Bond Year ending on or before the latest date as of which the first Rebate Amount is required to be paid (i.e., as of not later than the fifth anniversary date of the date of issuance of the Bonds) as a Computation Date, but may not change that treatment after the first payment date; and, after the first required payment date,the Issuer must consistently treat either the end of each Bond Year or the end of each fifth Bond Year as a Computation Date and may not change these Computation Dates after the first required payment date. Notwithstanding any of the foregoing,the first rebate installment payment must be made on a Computation Date that is not later than five (5) years after the Issue Date. Subsequent rebate installment payments must be made for a Computation Date that is not later than five (5) years after the previous Computation Date for which an installment payment was made (until and excluding the Final Computation Date). The references herein to the date on which rebate is required to be paid allude to the actual date as of which the Rebate Amount is required to be calculated and not the 60-day grace period following such date during which the Rebate Amount, if any, is to be paid. "Investment" means (i) any security (within the meaning of Code §165(g)(2)(A) or (B)), (ii) any obligation (other than Tax-Exempt Obligations which are not "specified private activity bonds" within the meaning of Code §57(a)(5)(C)), (iii) any annuity contract within the meaning of Code §72, (iv) any residential real property for family units not located within the jurisdiction of the Issuer and which is not required to implement a court-ordered or approved housing desegregation plan or (v) any investment-type property that is held as a passive vehicle for the production of income, including any prepayment for property or services if a principal purpose of prepayment is to receive an investment return from the time the prepayment is made until the time payment would otherwise have been made. "Investment Proceeds" means any amounts actually or constructively received from investing proceeds of the Bonds. "Issue Price" shall mean the initial offering price to the public at which price a substantial amount of each maturity of the Bonds was sold. Ten percent (10%) is a substantial amount. For this purpose, the term "the public" does not include bond houses, brokers, or similar Persons or organizations acting in the capacity of underwriters or wholesalers. The Issue Price generally is the first price at which the Bonds were sold to the public and the Issue Price will not change if part of the issue is subsequently sold at a different price. The Issue Price of bonds that are not substantially identical is determined separately. The Issue Price of a bond issue for which a bona fide public offering is made is determined as of the sale date based on reasonable expectations regarding the initial public offering price. The Issue Price of the Bonds may not exceed their Fair Market Value as of their sale date. If the Bonds are privately placed, the Issue Price is the price paid for them by the first buyer. "Multipurpose Issue" means an issue the proceeds of which are used for two or more separate purposes determined in accordance with Treasury Regulations §1.148-9(h). A-8 2715188.1 040872 TAGMT "Net Sale- Proceeds" means sale proceeds less the -portion of those--sale--proceeds - invested in a reasonably required reserve or replacement fund or as-part of a minor portion.- --- - - "Nonpurpose Investment" means any Investment in which Gross Proceeds are invested and which is not acquired to carry out the governmental purpose-of the-issue._ --- - "Nonpurpose Receipt" shall mean those receipts of moneys as described in Subsection 5.2(d) of this Tax Certificate. "Official Statement" means the Official Statement, if any, of the Issuer relating to the Bonds. "Person" means any individual, corporation, partnership,joint venture, association,joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. "Plain Par Bond" means a qualified tender bond or a bond that (i) is issued with original issue discount equal to not more than two percent (2%) of the stated redemption price at maturity plus the amount of original issue premium attributable exclusively to underwriters' compensation, (ii) is issued for a price that does not include pre-issuance accrued interest, (iii) bears interest from the issue date at a single stated fixed rate or is a variable rate obligation under Code §1275, in either case, that pays interest unconditionally payable at least annually, and (iv)has a lowest stated redemption price not less than its outstanding stated principal amount. "Plain Par Investment" means an investment that is an obligation that (i) is issued with original issue discount (or if acquired on a date other than the issue date, acquired with market discount or premium) equal to not more than two percent of the stated redemption price at maturity, (ii) is issued for a price that does not include pre-issuance accrued interest, (iii) bears interest from the issue date at a single stated fixed rate or is a variable rate obligation under Code §1275 that pays interest unconditionally payable at least annually, and (iv) has a lowest stated redemption price not less than its outstanding stated principal amount. "Present Value" or"PV"means the amount determined by using the following formula: FV PV= (1+i)° where i equals the discount rate divided by the number of compounding intervals in a year and n equals the sum of (i) the number of whole compounding intervals for the period beginning on the date as of which Present Value is computed and ending on the date the amount is to be received or paid or on a Computation Date and (ii) a fraction the numerator of which is the length of any short compounding interval during such period and the denominator of which is the length of a whole compounding interval. "Private Activity Bond" means a bond which meets the definition contained in Code §141(a) and that is not a"qualified bond" as defined in Code §141(e). A-9 2715188.I 040872 TAGMT "Qualified 501(c)(3) Bond" means a bond which meets-the-definition contained in Code §1 5. - - -- - - - "Qualified Administrative Costs"mean: (i) In General. All reasonable, direct administrative costs, other than carrying costs, such as separately stated. brokerage or selling commissions, but not legal and accounting fees, record keeping, custody, and similar costs. General overhead costs and similar indirect costs of the Issuer such as employee salaries and office expenses and costs associated with computing the Rebate Amount are not qualified administrative costs. In general, administrative costs are not reasonable unless they are comparable to administrative costs that would be charged for the same investment or a reasonably comparable investment if acquired with a source of funds other than gross proceeds of Tax-Exempt Obligations. (ii) Regulated Investment Companies and External Commingled Funds. For publicly offered regulated investment companies (as defined in Code §67(c)(2)(B)) and commingled funds in which the Issuer and any Controlled Entity do not own more than ten percent (10%) of the beneficial interest in the fund, Qualified Administrative Costs are all reasonable administrative costs, without regard to the limitation on indirect costs described in the preceding paragraph. (iii) GICs and Investments Purchased for a Yield Restricted Defeasance Escrow. An amount paid for a broker's commission or similar fee paid with respect to a guaranteed investment contract or investments purchased for a yield restricted defeasance escrow will be considered reasonable if(i) the fee does not exceed the lesser of$39,000 or 0.2 percent of the "computational base", or, if more, $4,000, where "computational base" means (A) for a guaranteed investment contract, the amount reasonably expected, as of the date the contract is acquired, to be deposited in the guaranteed investment contract over the term of the contract and (B) for yield restricted defeasance escrows, the amount of proceeds initially invested in those investments; and (ii) for any issue, the fees paid, do not exceed $110,000 in the aggregate. In the case of a calendar year after 2016, each of the dollar amounts set forth above shall be increased by an amount equal to such dollar amount multiplied by the cost of living adjustment for such calendar year as described in Treasury Regulations §1.148-5(e)(2)(iii)(B). (iv) Purpose Investments. Qualified Administrative Costs include costs or expenses paid, directly or indirectly, to purchase, carry, sell, or retire the investment, costs of issuing, carrying, or repaying the issue, and any underwriters' discount, any of which are paid by the conduit borrower, even if such payments merely reimburse the Issuer, but only to the extent the Present Value of those payments does not exceed the Present Value of the reasonable administrative costs paid by the Issuer using the Bond Yield as the discount rate. (v) Program Investments. Qualified Administrative Costs include only costs of issuing, carrying, or repaying the issue, and any underwriters' discount, subject to the limitation contained in the preceding paragraph. A-10 2715188.1 040872 TAGMT "Qualified Guarantee" means, with respect to a bond, an unconditional-transfer,-in-any - form, of substantially all of the credit risk for all or part of the payments, such as payments for principal and interest, redemption prices or tender prices, on the guaranteed bonds. The guarantor must not expect to make any payments other than those pursuant to a direct-pay letter of credit or similar arrangement for which the guarantor will be immediately reimbursed. Reasonable procedural or administrative requirements or, in the case of a guarantee against failure to remarket a qualified tender bond, commercially reasonable limitations based on credit risk, will not cause the guarantee to be conditional. The guarantor may not be a co-obligor, nor may the obligor and any related parties combined use more than ten percent of proceeds of the guaranteed portion of the bonds. The guarantee fee must not exceed a reasonable arm's-length charge solely for the transfer of the credit risk. A guarantee will not be qualified unless, as of the date the guarantee is obtained, the Issuer reasonably expects that the present value of all fees for the guarantee will be less than the present value of the expected interest savings on the issue as a result of the guarantee. For this purpose, present value is computed using the yield on the issue, determined with regard to the guarantee fees, as the discount rate. "Qualified Kedge" means, with respect to the Bonds, a contract between the Issuer and any unrelated party entered into to modify the Issuer's risk of interest rate changes with respect to the Bonds that meets the requirements of Treasury Regulations §1.148-4(h). The contract may be an interest rate swap, an interest rate cap, a futures contract, a forward contract, an option or, may take another form. "Rebate Amount" means with respect to the Bonds, the amount computed as described in Section 5.2(d) of this Tax Certificate. "Replacement Proceeds" means amounts which have a sufficiently direct nexus to the issue or the governmental purpose of the issue to conclude that the amounts would have been used for that governmental purpose if the proceeds of the issue were not used for that governmental purpose. The governmental purpose of a bond issue includes the expected use of amounts for the payment of debt service on a particular date. For this purpose, the mere availability or preliminary earmarking of amounts for a purpose does not in and of itself establish a sufficient nexus to cause those amounts to be Replacement Proceeds. Replacement Proceeds include funds and amounts held by the Issuer including: (i) sinking funds, such as debt service funds, redemption funds, reserve funds, replacement funds, or any other fund, to the extent reasonably expected to be used directly or indirectly to pay principal or interest on the Bonds; (ii) pledged funds, any amount directly or indirectly pledged to pay principal or interest on the Bonds, cast in any form but providing reasonable assurance that such amount will be available to pay principal or interest on the Bonds, even if the Issuer encounters financial difficulty; (iii) negative pledges, amounts held under an agreement to maintain such amount at a particular level for the direct or indirect benefit of holders or a guarantor of the Bonds, excluding amounts the Issuer, or a Controlled Entity of the Issuer may grant rights in superior to the rights of the bondholders or the guarantor and amounts not in A-11 2715188.1 040872 TAGMT excess of the reasonable needs for which it is maintained;-the required-level-of-which-is - tested no more frequently than every six (6) months and-which-may be spent-without any - - substantial restriction other than a requirement to replenish such amount by the next testing date; and (iv) other replacement proceeds, including--amounts-arising during-a-period that the Bonds, to the extent reasonably expected by the Issuer as of the issue date, remain outstanding longer than necessary and amounts arising to the extent proceeds of the Bonds are used to finance a working capital reserve unless all of the Net Sale Proceeds of the Bonds are spent within six (6) months of their issue date, or meet the "small governmental issuer" exception to rebate or the Issuer traditionally maintained a working capital reserve. The amount of the working capital reserve maintained is the average amount so maintained during annual periods of at least one year, the last of which ends within a year of the issue date. "Restricted Working Capital Expenditures" means Working Capital Expenditures subject to the Bond-Proceeds-Spent-Last Accounting Method in Treasury Regulations §1.148-6(d)(3)(i) and that are ineligible for any exception to that rule. "Sale Proceeds" means any amounts actually or constructively received from the sale of the Bonds, including amounts used to pay underwriters' discount or compensation, accrued interest other than pre-issuance accrued interest, or derived from the sale of a right associated with a bond as further described in Treasury Regulations §1.148-4(b)(4). "SLGS" means U.S. Treasury Book Entry Securities, State and Local Government Series. "Tax Certificate" shall mean this Tax Certificate, as the same may be amended, modified or supplemented from time to time in accordance with the terms hereof. "Tax-Exempt Obligation" shall mean any obligation described in Code §103(a) the interest on which is excluded from the federal gross income of the owners thereof and which is not a"specified private activity bond" as defined in Code §57(a)(5)(C). "Tax-Exempt Organization" shall mean an entity organized under the laws of the United States of America or any state thereof which is an organization described in Code §501(c)(3) and exempt from federal income taxes under Code §501(a), or corresponding provisions of federal income tax laws from time to time in effect. "Transferred Proceeds" means unexpended original or investment proceeds of a refunded issue which transfer and become proceeds of the refunding issue when proceeds of the refunding issue are applied to pay principal of the refunded issue. "Treasury" means the United States Department of Treasury. "Treasury Regulations" means the Income Tax Regulations promulgated under Code §§103 and Code §§141 through 150 and related provisions of the Code applicable to A-12 2715188.1 040872 TAGMT Tax-Exempt Obligations, as amended from time to time, and any applicable predecessor provisions of the Code, as amended from time to time. - - - "Universal Cap" means the maximum value of Nonpurpose Investments which may be allocated to the Bonds and is determined by reference to the Value of all outstanding Bonds of the issue. Nonpurpose Investments shall be taken into account as Nonpurpose Receipts at their - - Value on a Valuation Date. "Valuation Date" means the date on which the value of the Universal Cap and the Nonpurpose Investments allocable to the Bonds thereunder are determined. With respect to new money issues, the first Valuation Date shall be the second year anniversary date of the Issue Date of the Bonds; thereafter, the first day of each Bond Year shall constitute a Valuation Date. With respect to a refunding issue, each date on which proceeds of the refunded issue would become transferred proceeds of the refunding issue, e.g., each date on which principal of the refunded issue is paid with proceeds of the refunding bonds, shall constitute a Valuation Date. In addition, the first date of each Bond Year shall also be a Valuation Date. "Value" means, in the case of a bond, the Value of the bond and in the case of an Investment, the Value of the Investment. "Value of a Bond" means, in the case of a Plain Par Bond, its outstanding stated principal amount, plus accrued unpaid interest or in the case of a Plain Par Bond actually redeemed, or treated as redeemed, its stated redemption price on the redemption date plus accrued unpaid interest. In the case of a bond other than a Plain Par Bond, the value on a date of such a bond is its Present Value on that date, using the yield on the issue of which the bonds are a part as the discount factor. In determining the Present Value of a variable rate bond, the initial interest rate on the bond established by the index or other rate setting mechanism is used to determine the interest payments on that bond. "Value of an Investment" means, on any date means, as permitted or required, the Present Value or the Fair Market Value of the Investment or its outstanding principal amount. Paragraphs (a) through (f) below specify the valuation methods required or permitted to be used for the Investments listed: (a) Fixed Rate Investments. A Fixed Rate Investment may be valued at its Present Value or at its Fair Market Value on any date unless it is required to be invested at a restricted yield. (b) Plain Par Investments. A Plain Par Investment may be valued at its outstanding stated principal amount on any date (plus interest accrued but unpaid on that date)unless it is required to be invested at a restricted yield. (c) Any Investment Any Investment may be valued at its Fair Market Value on any date unless it is required to be invested at a restricted yield. (d) Yield Restricted Investments. An Investment required to be invested at a restricted yield (for example, an Investment held after the expiration of the applicable investment temporary period) must be valued at its Present Value as of any date unless A-13 2715188.1 040872 TAGMT the Investment is required to be valued at Fair-Market-Value as provided in paragraph (e) - below. - - (e) Mandatory Valuation at Fair Market Value. Subject to paragraph (d) above, Investments deemed to be acquired or disposed of=with-respect to bonds (as-a result, for example, of sinking fund deposits-or- withdrawals) must--be -valued--on--the deemed acquisition or disposition date at Fair Market Value unless (i)the Investment was allocated from one issue of Tax-Exempt Obligations to another as Transferred Proceeds or as a result of the application of the Universal Cap rule in which case it may be valued at Present Value or (ii) the Investment is held in a commingled fund (other than a bona fide debt service fund or a commingled fund that operates exclusively as a reserve fund, sinking fund or replacement fund for two or more issues of the Issuer) unless it is an investment being initially deposited in or withdrawn from a commingled fund. (f) Special Rule for Transferred Proceeds. Notwithstanding any matter stated above, the Value of any Nonpurpose Investment allocable to Transferred Proceeds of an issue of refunding obligations may not exceed the Value of that Investment used for purposes of applying the arbitrage restrictions to the refunded obligations on the date proceeds of the refunding obligations are used to redeem the refunded obligations. "Working Capital Expenditure" means any cost of a type that does not constitute a Capital Expenditure. "Yield" means, as of any Computation Date, the yield computed on an issue of obligations under Treasury Regulations §1.148-4 and on an Investment under Treasury Regulations §1.148-5 in either case by compounding interest at the end of each compounding interval as further described in paragraphs (a)and (b) below: (a) When used with respect to a Fixed Yield Issue, yield means that discount rate that, when used in computing the Present Value of (i) all unconditionally payable payments of principal and interest of or on the bonds included in such Fixed Yield Issue, (ii) all unconditionally payable fees for Qualified Guarantees and Qualified Hedges on such bonds and (iii) all fees expected to be paid for Qualified Guarantees and Qualified Hedges, produces an amount equal to the sum of the Present Value of the aggregate issue prices of the bonds comprising the issue (determined using the same discount rate used to determine the Present Value of payments for principal, interest and Qualified Hedges and Qualified Guarantees). The yield is computed as of the issue date of the Fixed Yield Issue by treating each bond included in the issue that is either subject to mandatory or contingent early redemption or to certain optional redemption provisions as being redeemed on its expected early redemption date for an amount equal to its Value on that date. If a Fixed Yield Bonds (i) is subject to optional redemptions within five years of its issue date and the yield not taking into account the optional redemption is more than one- eighth of one percent (0.125%) above its yield assuming the early redemption, (ii) is issued at an issue price that exceeds the stated redemption price at maturity by more than one-quarter of one percent (0.25%) multiplied by the product of the stated redemption price to maturity and the number of complete years to the first optional redemption date for the bond, or (iii) bears interest at increasing interest rates, the yield on the issue A-14 2715188.1 040872 TAGMT including such Fixed Yield Bonds is computed by treating the-Fixed Yield Bonds as redeemed at its stated redemption price on the optional redemption date that produces the lowest yield on the issue. No adjustment will be made on any Computation Date to the yield on a Fixed Yield Issue as computed on its issue date unless redemption rights are subsequently transferred to a third party or termination payments--are received with respect to Qualified Hedges. The yield on a Fixed Yield Bonds is calculated in the same manner as yield on a Fixed Yield Issue. (b) When used with respect to any Investment allocated to an Issue, yield means the yield on the Investment computed using the same compounding interval and financial conventions used to calculate the yield on the issue of obligations to which it is allocated. The yield on an Investment allocated to an issue is the discount rate that, when used on the date the Investment is first purchased with Gross Proceeds or allocated to Gross Proceeds of the issue to compute the Present Value on that date of all unconditionally payable Nonpurpose Receipts from the Investment, produces an amount equal to the Present Value on that date of all unconditionally payable Nonpurpose Payments for the Investment. "Yield Reduction Payments" means periodic payments made on Installment Computation Dates with respect to certain Investments subject to yield restriction which are treated as a payment for such Investments that reduces the Yield on such Investment, made to the United States under Treasury Regulations §1.148-5(c). Yield reduction payments may be made with respect to (a) Investments allocable to proceeds eligible for a temporary period after such temporary period has expired, (b) investments allocable to a Variable Yield Issue during any Computation Period in which at least five percent of the issue is represented by variable yield bonds, (c) Nonpurpose Investments allocable to Transferred Proceeds of a current refunding issue to the extent necessary to satisfy yield restriction or of an advance refunding to the extent that investment in zero yielding Nonpurpose Investments fails to properly restrict the Yield, (d)purpose investments allocable to certain qualified student loans, (e) Nonpurpose Investments allocable to a reasonably required reserve or replacement fund that but for its size would be treated as a reasonably required reserve or replacement fund, to the extent that certain other size constraints are satisfied, (f) Nonpurpose Investments allocable to Replacement Proceeds by virtue of the Universal Cap, and (g) amounts eligible for transitional relief. "Yield Restricted" or "Yield Restriction" shall mean required to be invested at a yield that is not materially higher than the Yield on the Bonds of the applicable issue under Code §148 and Treasury Regulations §1.148-2. A-15 2715188.1 040872 TAGMT - -- - EXHIBI-'I' B - ---- FORM 8038-G (see attached) -- - " -- - 2715188.1 040872 TAGMT Form 038-- Information Return for Tax-Exempt Governmental Obligations (Rev.September 2011) I►Under Internal Revenue Code section 149(e) OMB No.1545-0720 to-See separate instructions. Department of the Treasury Internal Revenue Service - Caution:If the issue price is under$100,000,use Form 8038-GC. Reporting Authority If Amended Return,check here ► ❑ 1 Issuer's name 2 Issuer's employer identification number(EIN) Town of Southold 11-6001939 3a Name of person(other than issuer)with whom the IRS may communicate about this return(see instructions) 3b Telephone number of other person shown on 3a 4 Number and street(or P.O.box if mail is not delivered to street address) Room/suite 5 Report number(For IRS Use Only) 53095 Main Road 3 6 City,town,or post office,state,and ZIP code 7 Date of issue Southold,New York 11971 10/04/2016 8 Name of issue 9 CUSIP number $20,290,000 Public Improvement Refunding Serial Bonds-2016 844572 QT7 10a Name and title of officer or other employee of the issuer whom the IRS may call for more information(see 10b Telephone number of officer or other instructions) employee shown on 10a Scott A.Russell,Supervisor 631 765-1889 Type of Issue (enter the issue price). See the instructions and attach schedule. 11 Education . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 12 Health and hospital . . . . . . . . . . . . . . . . . . . . . . . . . 12 13 Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 14 Public safety . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 15 Environment(including sewage bonds) . . . . . . . . . . . . . . . . . . . . 15 16 Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 17 Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 18 Other.Describe ► Various Capital Projects 18 21 827 123.55 19 If obligations are TANS or RANs,check only box 19a 00. El x ,AOVA If obligations are BANS,check only box 19b . . . . . . . . . . . . . . . . ► ❑ ¢ £ 20 If obligations are in the form of a lease or installment sale, check box . . . . . . . . ► ❑ a � y Description of Obligations. Complete for the entire issue for which this form is being filed. (a)Final maturity date (b)Issue price (c)Stated redemption (d)Weightedprice at maturity average maturity (e)Yield 21 02/15/2030 $ 21 827 123.55 $ 20 290 000.00 7.0513 years 1.6599% Uses of Proceeds of Bond Issue (including underwriters' discount) 22 Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . . . 22 0.00 23 Issue price of entire issue (enter amount from line 21,column(b)) . . . . . . . . . . . 23 21,827 123.55 24 Proceeds used for bond issuance costs(including underwriters'discount) . 24 224,815.04 25 Proceeds used for credit enhancement . . . . . . . . . . . . 25 0.00 04, 26 Proceeds allocated to reasonably required reserve or replacement fund 26 0.00 27 Proceeds used to currently refund prior issues . . . . . . . . . 27 0 00 28 Proceeds used to advance refund prior issues . . . . . . . . . 28 21 602 308.51 29 Total(add lines 24 through 28) . . . . . . . . . . . . . . . . . . . . . . . 29 21,827,123.55 30 Nonrefunding proceeds of the issue(subtract line 29 from line 23 and enter amount here) . . . 30 0.00 Description of Refunded Bonds. Complete this part only for refunding bonds. 31 Enter the remaining weighted average maturity of the bonds to be currently refunded . . . . ► N/A years 32 Enter the remaining weighted average maturity of the bonds to be advance refunded . . . . ► 7.4948 years 33 Enter the last date on which the refunded bonds will be called(MM/DD/YYYY) . . . . . . ► 08/15/2019 34 Enter the date(s)the refunded bonds were issued►(MM/DD/YYY'0 05/15/2008,03/15/2009/06/29/2011 For Paperwork Reduction Act Notice,see separate instructions. Form 8038-G(Rev.9-2011) ISA Form 8038-G(Rev.9-2011) Page 2 Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) 35 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract � .. ,sem= (GIC)(see instructions) . . . . . . . . . . . .. . .. _. ._. . . . 36a b Enter the final maturity date of the GIC► c Enter the name of the GIC provider► r 37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans a: to other governmental units . . . . . . . . . . . . . . . . . . . . . . . 37 38a If this issue is a loan made from the proceeds of another tax-exempt-issue,check box► ❑and enter the following information: b Enter the date of the master pool obligation 0- c c Enter the EIN of the issuer of the master pool obligation No- d d Enter the name of the issuer of the master pool obligation► 39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(111)(small issuer exception),check box . . . . ► ❑ 40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate,check box . . . . . . . . . . . . . ► ❑ 41a If the issuer has identified a hedge,check here► ❑ and enter the following information: b Name of hedge provider► c Type of hedge► d Term of hedge► 42 1f the issuer has superintegrated the hedge, check box . . . . . . . . . . . . . . . . . . . . . ► ❑ 43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated according to the requirements under the Code and Regulations(see instructions), check box . . . . . . . . lo- 44 44 If the issuer has established written procedures to monitor the requirements of section 148,check box . . . . . P. [ J 45a If some portion of the proceeds was used to reimburse expenditures, check here► ❑ and enter the amount of reimbursement . . . . . . . No- b b Enter the date the official intent was adopted 0,- Under Under penalties of perjury,I declare that I have examined this return and accompanying schedules and statements,and to the best of my knowledge Signature and belief,they are true,correct,and complete.I further declare that I consent to the IRS's disclosure of the issuer's return information,as necessary to and process this return,to the person that I have authorized above. Consent 10/04/2016 Scott A.Russell,Supervisor Signature of issuer's authorized representative Date Type or print name and title Paid Printlfype preparer's name Preparer's signature Date Check ❑ if PTIN Preparer Robert P. Smith I I self-employed P01085234 Use Only Firm's name 0-Hawkins Delafield&Wood LLP Firm's EIN 10,13-55133990 Firm's address 0-28 Liberty Street NY NY 10005 Phone no. 212 820-9400 Form 8038-G(Rev.9-2011) -- -- )MIBIT C Economic Lives and Private Use of Projects Financed with Proceeds of the Bonds (see attached) 2715188.1 040872 TAGMT Town of Southold,New York- $20,290,000 Public Improvement Refunding Serial Bonds-2016 owieiTc (1) Cost of Project assets to be refinanced with proceeds of the Obligations: $ 27,308,000.00 (2) Face Amount of Obligations: $ 20,290,000.00 Delivery Date 10/4/2016 A B C D E F G H I I K L M _ Acquisition or Ratio of Financed Obligation Proceeds Period in Construction Adjusted Cost of Each Asset Allocable to Asset(C)x Tax Service Period Economic Private Cost of Each Project (B)to Total Cost of Face Amount of Economic Prior to Following Life Remaining Private Activity Refinanced with All Financed Assets Obligations PPU Life" Life** Basis of Issue Date Issue Date (F-H or Weighted Life Activity Amount Proiect(s) Obligations (from Item(1)) (from Item(2)) (in yrs) (in yrs) Determination (in yrs)""" (in yrs) F+I) (D x J) % (B x L) 2008 Bonds Open Space Preservation $7,500,000.00 0.2746 $5,572,542.84 30.00 30.00 Town Estimate 8.36 0.00 21.64 120,611,201.29 0.00% Land Acquisition and Building 2008 Bonds Improvements 1,350,000.00 0.0494 1,003,057.71 25.00 25.00 Town Estimate 8.36 0.00 16.64 16,694,727.67 0.00% 2009 Bonds Open Space Preservation 5,000,000.00 0.1831 3,715,028.56 30.00 30.00 Town Estimate 7.56 0.00 22.44 83,359,134.06 0.00% 2009 Bonds Air Vacuum Drain Cleaner 166,000.00 0.0061 123,338.95 5.00 5.00 Town Estimate 9.61 0.00 0.00 - 0.00% 2009 Bonds Fishers Island Sewer District 117,000.00 0.0043 86,931.67 30.00 30.00 Town Estimate 9.03 0.00 20.97 1,822,707.01 0.0000/ 2011 Bonds Acquisition of Open Space 10,000,000.00 0.3662 7,430,057.13 10.00 10.00 Town Estimate 5.27 0.00 0.00 - 0.00% 2011 Bonds Fishers Island Road Improvements 960,000.00 0.0352 713,285.48 15.00 15.00 Town Estimate 6.58 0.00 8.42 6,007,231.72 0.00% 2011 Bonds Construction of an Animal Shelter 2,215,000.00 0.0811 1,645,757.65 15.00 15.00 Town Estimate 6.38 0.00 8.62 14,194,096.15 0.00% Total $27,308,000.00 1.0000 $20,290,000.00 242,689,097.90 *Asset life allowed under State Finance Law. **Asset life allowed for tax purposes pursuant to bond counsel's **"Based on Bond Resolution *"**$315,000 of the proceeds of the Refunded 2007 Bonds were used for the payment of a settled claim Average Economic Life= Total K 11.96 years Aggregate Private Total M 0.000%� Total D Activity Total B-1 2484780.1 039654 page 1 of 1 Useful Life Spreadsheet EXHIBIT D SAFE HARBOR MANAGEMENT CONTRACT GUIDELINES REV. PROC. 97-13,AS AMENDED AND AMPLIFIED General Rule. A contract between a state or local governmental unit (a"Qualified User") and a manager or operator which is not a state or local government unit (a "Provider) for the management of, or services rendered at, or incentive payment in respect of, a tax-exempt bond-financed facility that meets the safe-harbor guidelines of Rev. Proc. 97-13 as summarized below and does not otherwise give the Provider an ownership or leasehold interest in bond-financed property for federal income tax purposes is treated as not creating any private business use under Section 141(b) of the Internal Revenue Code (the "Code"). In addition, if the guidelines are met, the burden to prove that the contract creates impermissible private activity would shift to the Internal Revenue Service ("IRS") in a tax court proceeding. All contracts must be reviewed on a case- by-case basis. General Requirements. 1. Reasonable Compensation and No Net Profits. The compensation must be reasonable and no portion of the compensation paid to the Provider may in any event be based on net profits derived from the bond-financed facility. However, compensation that is based on a percentage either of gross revenues or of expenses (but not both) is permitted. A Productivity Award does not cause the compensation to be based on a share of net profits. Reimbursement for actual and direct expenses paid by the Provider to unrelated persons is not by itself treated as compensation. 2. No Penalty if Required to be Cancelable. Whenever a contract is required to be cancelable as described below, it must be possible to cancel it without penalty imposed on the Qualified User. A "penalty" means: (a) any limitation on the Qualified User'.s right to compete with the Provider; (b) any requirement that the Qualified User purchase equipment, goods or services from the Provider; or (c) any requirement that the Qualified User pay liquidated damages for cancellation of the contract. A requirement that the Qualified User reimburse ordinary and necessary expenses of the Provider or a restriction against hiring key personnel of the Provider is not a penalty. A penalty may exist where provisions of another contract between the Provider and Qualified User (e.g., a loan or guarantee) impair the practical ability of the Qualified User to terminate the service contract for example by automatically terminating when the service contract terminates. 3. No Role or Relationship between Qualified User and Provider. There must not be any role or relationship between the Qualified User and the Provider that would substantially limit the Qualified User's ability to exercise its rights under the contract, including cancellation rights. This requirement is considered satisfied if (a) not more than 20% of the voting power of the governing board of the Qualified User is vested in the Provider and its directors, officers, shareholders and employees, (b) overlapping board members do not include D-I 2715188.1 040872 TAGMT the chief executive officers of the service provider or its governing body or the Qualified User or its governing body, and (c) the Qualified User and the Provider_ are not "related persons"-within the meaning of Treasury Regulations §1.150-1(b): Permitted Contract Term and Compensation Arrangements. =- - The contract term (which includes Renewal Options) and the compensation arrangements must meet one of the following six requirements: Contract Maximum Term Limit Permissible Compensation Arrangements 1. Lesser of 15 years (20 years for 1. At least 95% of compensation for each annual period public utility property) or 80% must be based on a Periodic Fixed Fee. A one-time of the reasonably expected incentive award during the term of the contract under useful life of the bond-financed which compensation automatically increases when a property. No cancellation right gross revenue or expense target (but not both) is reached required. is permitted if the award is equal to a single, stated dollar amount. 2. Lesser of 10 years (20 years for 2. At least 80% of compensation for each annual period public utility property) or 80% must be based on a Periodic Fixed Fee. A one-time of the reasonably expected incentive award during the term of the contract under useful life of the bond-financed which compensation automatically increases when a property. No cancellation right gross revenue or expense target (but not both) is reached required. is permitted if the award is equal to a single, stated dollar amount. 3. 5 years. No cancellation right 3. All of the compensation for services is based on a stated required. amount; a Periodic Fixed Fee; a Capitation Fee; a Per- Unit Fee; or a combination of the preceding, except that the compensation for services also may include a percentage of gross revenues, adjusted gross revenues, or expenses of the facility (but not both revenues and expenses). A tiered Productivity Award will be treated as a stated amount or a Periodic Fixed Fee, as appropriate. 4. 5 years, cancelable by the 4. At least 50% of compensation for each annual period Qualified User at the end of 3 must be based on a Periodic Fixed Fee or, alternatively, years without penalty. 100% must be based on a Capitation Fee or any combination of Periodic Fixed Fees and Capitation Fees. 5. 3 years, cancelable by the 5. 100% of compensation may be based on a Per-Unit Fee Qualified User at the end of 2 stated in the contract or otherwise specifically limited by years without penalty. the governmental service recipient or an independent third party (e.g., Medicare reimbursement formulas). Alternatively, 100% of compensation may be based on any combination of Periodic Fixed Fees and Per-Unit Fees. D-2 2715188.1 040872 TAGMT Contract Maximum Term Limit Permissible-Compensation Arrangements - - 6. 2 years, cancelable by the 6. 100% of.compensation may be based on a percentage of Qualified User at the end of I the fees charged at the bond-financed facility except that, year without penalty. during the start-up period of the facility, it may be based on either gross-revenues, gross-revenues adjusted forbad- - debt or similar allowances or the expenses of the facility. This compensation arrangement is available only(i)with respect to facilities providing services to third parties (e.g., radiology facilities) or (ii)during an initial start-up period.during which operations have been insufficient to permit a reasonable estimate of annual gross revenues. Definitions Relevant to Permissible Compensation Arrangements. 1. Periodic Fixed Fee is a stated dollar amount for services rendered for a specified period of time. The stated dollar amount may automatically increase according to a specified objective external standard that is not linked to the output or efficiency of a facility, e.g., the Consumer Price Index and similar external indices that track increases in prices in an area or increases in revenues or costs in an industry are objective external standards. 2. Capitation Fee is a fixed periodic amount payable for each person for whom services are provided (e.g., an HMO member) as long as the quantity and type of services actually provided vary substantially from person to person. A capitation fee may include a variable component of up to 20% of the total capitation fee designed to protect the Provider against risks such as catastrophic loss. 3. Per-Unit Fee is a stated amount for each unit of services provided (e.g., medical procedure-performed, car parked, passenger mile traveled, ton of waste incinerated, unit of landfill capacity consumed). The stated dollar amount may automatically increase according to a specified objective external standard that is not linked to the output or efficiency of a facility, e.g., the Consumer Price Index and similar external indices that track increases in prices in an area or increases in revenues or costs in an industry are objective external standards. 4. Productivity Award is (i) a stated dollar amount of additional compensation based on increases or decreases in gross revenues or reductions in total expenses (but not both) in any annual period during the term of a contract, or (ii) a stated dollar amount, a periodic fixed fee, or a tiered system of stated dollar amounts or periodic fixed fees where the eligibility for the award is based on the quality of the services provided under the management contract rather than increases in revenues or decreases in expenses of the facility and the amount of the productivity award is based solely on the level of performance achieved with respect to the applicable measure. 5. Renewal Option is a provision under which the Provider has a legally enforceable right to renew the contract. Thus, for example, a provision under which a contract is automatically renewed for one-year periods absent cancellation by either party is not a renewal option (even if it is expected to be renewed). D-3 2715188.1 040872 TAGMT Revision of Management Contract. - If the compensation arrangements of a management contract are materially revised, the requirements for compensation arrangements are retested as of the date of the material revision and the management contract is treated as one that was newly entered into as of the date of the material revision. - - Certain Exceptions. Certain arrangements generally are not treated as management contracts that are subject to the above rules. These include: (a) Contracts for services that are solely incidental to the primary governmental function or functions of a bond-financed facility (e.g., contracts for janitorial, office equipment repair, hospital billing or similar services); (b) The mere granting of admitting privileges by a hospital to a doctor, even if those privileges are conditioned on the provision of de minimis services, if those privileges are available to all qualified physicians in the area, consistent with the size and nature of its facilities; (c) A contract to provide for the operation of a facility or system of facilities that consists predominantly of public utility property (as defined in Section 168(i)(10) of the Code), if the only compensation is the reimbursement of actual and direct expenses of the Provider and reasonable administrative overhead expenses of the Provider; and (d) A contract to provide for services, if the only compensation is the reimbursement of the Provider for actual and direct expenses paid by the Provider to unrelated parties. D-4 2715188.1 040872 TAGMT - -- - - EXHIBIT E CERTIFICATE OF UNDERWRITER (see attached) 2715188.1 040872 TAGMT Issue Price Certificate October 4,2016 Town of Southold,New York (the"Issuer") RE: $20,290,000 Public Improvement Refunding Serial Bonds-2016 The undersigned, acting on behalf of Roosevelt & Cross, Inc., New York,New York (the "Purchaser"), hereby represents as follows with respect to the above-captioned bonds (the "Bonds"): (1) - On September 13, 2016 (the "Sale Date"), all Bonds of all maturities have been the subject of an initial offering to the general public at prices not greater than, or, in the case of obligations sold on a yield basis, at yields not lower than, those shown in the Official Statement relating to the Bonds(the"Official Statement"). (2) On the Sale Date,to the best of our knowledge based on our records,the first price or yield at which at least ten percent (10%) of each maturity of the Bonds, except for the Bonds maturing in the years 2029 and 2030, was sold to the general public was not greater than the respective price, or was not lower than the respective yield, shown in the Official Statement. Less than ten percent of the Bonds maturing in the years 2029 and 2030 was sold to the general public following a bona fide public offering at the prices or yields shown in the Official Statement. (3) Based on the prices or yields shown in the Official Statement, the initial offering price of the Bonds is equal to $21,827,123.55 (which represents the aggregate par amount of the Bonds of$20,290,000.00, less net original issue discount plus net original issue premium on the Bonds in the amount of$1,537,123.55). (4) On the Sale Date, based on our assessment of the then prevailing market conditions, we had no reason to believe that any of the Bonds would be initially sold to the general public at prices greater than the prices, or yields lower than the yields, shown in the Official Statement. (5) The prices and yields of the Bonds, maturity-by-maturity, shown in the Official Statement,represented our best judgment of the fair market value of the Bonds. (6) All compensation received for underwriting services in connection with the issuance of the Bonds is being paid on the date hereof in the form of a purchase discount in the amount of $134,725.60, and no part of such compensation includes any payment for any property or services other than underwriting services relating to the sale and issuance and delivery of the Bonds. (7) To the extent that we provided the issuer and bond counsel with certain computations that show a bond yield, issue price, weighted average maturity and certain other information with respect to the Bonds, these computations are provided for informational purposes and are based on our understanding of directions that we have received from bond counsel regarding interpretation of the applicable law. For purposes .of this, certificate, the term "general public means the general public of investors who are purchasing Bonds.for their own account as ultimate purchasers without a view to resell and does not include bond, houses, brokers and similar persons or organizations acting in the capacity of underwriters or wholesalers. We understand that the representations contained herein may be relied upon by the issuer of the Bonds in making certain of the representations contained in the Tax Certificate, and we further understand that bond .counsel to the issuer may rely upon this certificate, among other things, in providing an opinion with respect to the exclusion from gross income of the interest:on the.Bonds pursuant to Section 103 of the.Internal Revenue Code of 1996, as amended. The undersigned is authorized to.:execute this certificate on behalf of the Purchaser, which certifications are not necessarily based on personal knowledge, but may instead be based on either inquiry deemed adequate by the undersigned or institutional knowledge (or both) regarding the. matters set forth herein. Roosevelt& Cross,Inc. New York,New York ,'Mame: bo t1#14 Title: 1 EXHIBIT F FINANCING SCHEDULES (see attached) -- ------ --- --- - - - - —. 2715188.1 040872 TAGMT $20,290,000 Town of Southold,New York Public Improvement Refunding Serial Bonds 2016 New Structure Summary And Results Dated Date October 4, 2016 Issue Date October 4, 2016 First Interest Payment Date February 15, 2017 Second Interest Payment Date August 15, 2017 Last Maturity Date February 15, 2030 Optional Redemptions Call Dates Call Price February 15, 2025 100.00% February 15, 2026 100.00% February 15, 2027 100.00% Arbitrage Yield 1.659936% N.I.C. 1.627500% (Net Interest Cost) W.A.M. 7.0513 Years (Weighted Average Maturity In Years) R.W.A.M.(for refundings only) (Remaining Weighted Average Maturity In Years) Advance Refundings 7.4948 Years Arbitrage Yield Target Par Amount + 20,290,000.00 Original Issue Premium/(Discount) + 1,537,123.55 Credit Enhancement + - Accrued Interest + - Total 21,827,123.55 Adjusted Total for N.I.0 Total Interest Cost + 4,042,080.09 Original Issue Premium/(Discount) - 1,537,123.55 Accrued Interest - - Adjusted Total 2,504,956.54 Reasonably Required Reserve Is The Minimum of: 10%of Principal Amount/Issue Price 2,182,712.36 125%of Average Annual Debt Service 2,275,916.87 Maximum of Annual Debt Service 1,876,843.75 Reserve Requirement 1,876,843.75 9/15/2016 3:04 PM 2711218 1.xls 1 of 5 $20,290,000 Town of Southold,New York Public Improvement Refunding Serial Bonds 2016 Arbitrage Yield Analysis Present Plus Plus Value to Maturity Principal Yield to Call Sinking Fund Interest/ Aggregate 10/04/16 Date Amount Coupon Adjustments Adjustments Call Premiums Debt Service 1.659936% 10/04/16 10/04/16 02/15/17 1,315,000.00 2.000% 226,755.09 1,541,755.09 1,532,508.66 08/15/17 - - - 298,421.88 298,421.88 294,190.45 02/15/18 1,280,000.00 4.000% - - 298,421.88 1,578,421.88 1,543,232.56 08/15/18 - - 272,821.88 272,821.88 264,543.96 02/15/19 1,305,000.00 4.000% - 272,821.88 1,577,821.88 1,517,354.30 08/15/19 - 246,721.88 246,721.88 235,313.61 07/15/20 1,325,000.00 4.000% - 246,721.88 1,571,721.88 1,486,707.26 08/15/20 - 220,221.88 220,221.88 206,595.37 02/15/21 1,390,000.00 3.000% 220,221.88 1,610,221.88 1,498,153.20 08/15/21 - 199,371.88 199,371.88 183,969.05 02/15/22 1,420,000.00 4.000% 199,371.88 1,619,371.88 1,481,964.62 08/15/22 - - 170,971.88 170,971.88 155,176.62 02/15/23 1,455,000.00 4.000% - 170,971.88 1,625,971.88 1,463,608.80 08/15/23 - 141,871.88 141,871.88 126,653.93 02/15/24 1,525,000.00 4.000% 141,871.88 1,666,871.88 1,475,825.27 08/15/24 - 111,371.88 111,371.88 97,795.44 02/15/25 1,570,000.00 4.000% - 111,371.88 1,681,371.88 1,464,256.77 08/15/25 - 79,971.88 79,971.88 69,071.85 02/15/26 1,520,000.00 2.000% 79,971.88 1,599,971.88 1,370,523.70 08/15/26 - 64,771.88 64,771.88 55,026.39 02/15/27 1,525,000.00 2.000% - 64,771.88 1,589,771.88 1,339,460.00 08/15/27 - 49,521.88 49,521.88 41,381.13 02/15/28 1,545,000.00 2.000% 49,521.88 1,594,521.88 1,321,436.08 08/15/28 - 34,071.88 34,071.88 28,004.13 02/15/29 1,555,000.00 2.125% 34,071.88 1,589,071.88 1,295,328.62 08/15/29 - 17,550.00 17,550.00 14,188.09 02/15/30 1,560,000.00 2.250% 17,550.00 1,577,550.00 1,264,853.69 Totals 20.290.000.00 4.042.080.09 24.332.080.09 21.827.123.55 Arbitrage Yield Target Target: 21,827,123.55 Par Amount + 20,290,000.00 Proof: (0.00) OIPI(OID) + 1,537,123.55 Credit Enhancement + Accrued Interest + Total 21,827,123.55 9/15/2016 3:04 PM 27 112181.xls 2 of 5 $20,290,000 Town of Southold,New York Public Improvement Refunding Serial Bonds 2016 Debt Service To Stated Maturity Maturity Principal Total Annual Date Amount Coupon Interest Debt Service Debt Service 10/04/16 10/04/16 02/15/17 1,315,000 2.000% 226,755.09 1,541,755.09 1,541,755.09 08/15/17 - - 298,421.88 298,421.88 02/15/18 1,280,000 4.000% 298,421.88 1,578,421.88 1,876,843.75 08/15/18 - - 272,821.88 272,821.88 - 02/15/19 1,305,000 4.000% 272,821.88 1,577,821.88 1,850,643.75 08/15/19 - - 246,721.88 246,721.88 02/15/20 1,325,000 4.000% 246,721.88 1,571,721.88 1,818,443.75 08/15/20 - - 220,221.88 220,221.88 - 02/15/21 1,390,000 3.000% 220,221.88 1,610,221.88 1,830,443.75 08/15/21 - - 199,371.88 199,371.88 - 02/15/22 1,420,000 4.000% 199,371.88 1,619,371.88 1,818,743.75 08/15/22 - - 170,971.88 170,971.88 - 02/15/23 1,455,000 4.000% 170,971.88 1,625,971.88 1,796,943.75 08/15/23 - - 141,871.88 141,871.88 - 02/15/24 1,525,000 4.000% 141,871.88 1,666,871.88 1,808,743.75 08/15/24 - - 111,371.88 111,371.88 - 02/15/25 1,570,000 4.000% 111,371.88 1,681,371.88 1,792,743.75 08/15/25 - - 79,971.88 179,971.88 02/15/26 1,520,000 2.000% 79,971.88 1,599,971.88 1,679,943.75 08/15/26 - - 64,771.88 64,771.88 - 02/15/27 1,525,000 2.000% 64,771.88 1,589,771.88 1,654,543.75 08/15/27 - 49,521.88 49,521.88 02/15/28 1,545,000 2.000% 49,521.88 1,594,521.88 1,644,043.75 08/15/28 - - 34,071.88 . 34,071.88 - 02/15/29 1,555,000 2.125% 34,071.88 1,589,071.88 1,623,143.75 08/15/29 - - 17,550.00 17,550.00 - 02/15/30 1,560,000 2.250% 17,550.00 1,577,550.00 1,595,100.00 Totals 20.290,000 4.042.080.09 24.332,080.09 24,332,080.09 9/15/2016 3:04 PM 2711218 1.xls 3 of 5 $20,290,000 Town of Southold,New York Public Improvement Refunding Serial Bonds 2016 Pnce/Yields,Weighted Average Maturity and Net Interest Cost Maturity Principal Priced Years to Bond Yield To Call Date Amount Coupon Yield Price to- Issue Price Maturity Years Bond? 10/04/16 10/04/16 02/15/17 1,315,000 2.000% 0.580% 100.515 Maturity 1,321,772.25 0.36 480,978 08/15/17 - - - 02/15/18 1,280,000 4.000% 0.670% 104.512 Maturity 1,337,753.60 1.36 1,824,547 08/15/18 - - - 02/15/19 1,305,000 4.000% 0.750% 107.600 Maturity 1,404,180.00 2.36 3,319,326 08/15/19 - - - 02/15/20 1,325,000 4.000% 0.840% 110.458 Maturity 1,463,568.50 3.36 4,923,282 08/15/20 - - - 02/15/21 1,390,000 3.000% 0.920% 108.876 Maturity 1,513,376.40 4.36 6,604,206 08/15/21 - - - 02/15/22 1,420,000 4.000% 1.040% 115.402 Maturity 1,638,708.40 5.36 8,789,850 08/15/22 - - - 02/15/23 1,455,000 4.000% 1.160% 117.372 Maturity 1,707,762.60 6.36 10,868,011 08/15/23 - - - 02/15/24 1,525,000 4.000% 1.290% 118.978 Maturity 1,814,414.50 7.36 13,361,147 08/15/24 - - - 02/15/25 1,570,000 4.000% 1.380% 120.627 Maturity 1,893,843.90 8.36 15,839,900 08/15/25 - - - 02/15/26 1,520,000 2.000% 1.750% 101.936 2/15/2025 1,549,427.20 9.36 14,508,664 No 08/15/26 - - - 02/15/27 1,525,000 2.000% 1.920% 100.614 2/15/2025 1,534,363.50 10.36 15,901,973 No 08/15/27 - - - 02/15/28 1,545,000 2.000% 2.050% 99.494 Maturity 1,537,182.30 11.36 17,468,369 No 08/15/28 - - - - 02/15/29 1,555,000 2.125% 2.150% 99.728 Maturity 1,550,770.40 12.36 19,173,553 No 08/15/29 - - - 02/15/30 1,560,000 2.250% 2.250% 100.000 Maturity 1,560,000.00 13.36 20,847,667 No Totals 20,290,000.00 21,827,123.55 153.911,472.64 Total Interest Cost + 4,042,080.09 W.A.M. = 7.0513 OIP/(OID) 1,537,123.55 (Weighted Average Maturity) Accrued Interest N.I.C. = 1.627500% Adjusted Total 2,504,956.54 (Net Interest Cost) I 9/15/2016 3:04 PM 2711218_1.xls 4 of 5 $20,290,000 Town of Southold,New York Public Improvement Refunding Serial Bonds 2016 Remaining Weighted Average Maturity-Advanced Refundings Issue Date o1 Refunded Bonds: 05!29)08 Maturity Principal Priced Years to Bond Date Amount Coupon Yield Price to- Issue Price Maturity Years 10/04/16 10/04/16 05/15/17 375,000.00 4.000% 3.450% 104.207 Maturity 390,776.25 0.61 239,893 05/15/18 400,000.00 4.000% 3.600% 103.322 Maturity 413,288.00 1.61 667,001 05/15/19 400,000.00 4.000% 3.700% 102.479 5/15/2018 409,916.00 2.61 1,071,475 05/15/20 40Q000.00 4.000% 3.800% 101.644 5/15/2018 406,576.00 3.61 1,469320 05/15/21 425,000.00 4.000% 3.900% 100.817 5/15/2018 428,472.25 4.61 1,976,923 05115/22 425,000.00 4.000% 4.000% 100.000 Maturity 425,000.00 5.61 2,385,903 05/15/23 425,000.00 4.000% 4.050% 99.441 Maturity 422,624.25 6.61 2,795,190 05/15/24 450,000.00 4.000% 4.100% 98.835 Maturity 444,757.50 7.61 3,386,334 05/15/25 450,000.00 4.125% 4.150% 99.696 Maturity 448,632.00 8.61 3,864,466 05/15/26 450,000.00 4.250% 4.200% 100.402 5/15/2018 451,809.00 9.61 4,343,642 05/15/27 450,000.00 4.250% 4.250% 100.000 Maturity 450,000.00 10.61 4,776,250 05/15/28 475,000.00 4.250% 4.300% 99.332 Maturity 471,827.00 11.61 5,479,746 05/15/29 475,000.00 4.250% 4.350% 98.632 Maturity 468,502.00 12.61 5,909,632 05/15/30 475,000.00 4.250% 4.375% 98.245 Maturity 466,663.75 13.61 6,353,108 Issue Date oT R...d d Bonds: 03/19/09 03115/17 215,000.00 4.000% 3.050% 106.690 Maturity 229,383.50 0.45 102,585 03/15/18 225,000.00 4.000% 3.200% 106.206 Maturity 238,963.50 1.45 345,833 03/15/19 230,000.00 4.000% 3.350% 105.479 Maturity 242,601.70 2.45 593,700 03/15/20 240,000.00 4.000% 3.650% 102.907 3/15/2019 246,976.80 3.45 851,384 03/15/21 250,000.00 4.000% 3.850% 101.233 3/15/2019 253,082.50 4.45 1,125,514 03/15/22 260,000.00 4.000% 3.950% 100.408 3/15/2019 261,060.80 5.45 1,422,056 03/15/23 270,000.00 4.000% 4.000% 100.000 Maturity 270,000.00 6.45 1,740,750 03/15/24 290,000.00 4.000% 4.100% 98.887 Maturity 286,772.30 7.45 2,135,657 03/15/25 300,000.00 4.125% 4.200% 99.132 Maturity 297,396.00 8.45 2,512,170 03/15/26 310,000.00 4.125% 4.300% 97.905 Maturity 303,505.50 9.45 2,867,284 03/15/27 325,000.00 4.250% 4.400% 98.148 Maturity 318,981.00 10.45 3,332,465 03/15/28 330,000.00 4.250% 4.500% 96.830 Maturity 319,539.00 11.45 3,657,834 03115/29 345,000.00 4.250% 4.5801/. 95.708 Maturity 330,192.60 12.45 4,109,981 03/15/30 355,000.00 4.375% 4.630% 96.599 Maturity 342,926.45 13.45 4,611,408 Issue Date of Refunded Bonds: 06129n1 08/15117 640,000.00 3.000% 1.850% 106.631 Maturity 682,438.40 0.86 .589,551 06/15/18 650,000.00 3.000% 2.250% 104.912 Maturity 681,928.00 1.86 1,271,038 08/15/19 665,000.00 3.000% 2.5001/6 103.655 Maturity 689,305.75 2.86 1,974,095 08/15/20 675,000.00 3.000% 2.800% 101.442 6/15/2019 684,733.50 3.86 2,645,734 08/15/21 700,000.00 3.000% 3.000% 100.000 Maturity 700,000.00 4.86 3,404,722 08/15/22 720,000.00 3.125% 3.200% 99.300 Maturity 714,960.00 5.86 4,192,446 08/15/23 740,000.00 3.250% 3.350% 99.007 Maturity 732,651.80 6.86 5,028,841 08/15/24 750,000.00 3.500% 3.500% 100.000 Maturity 750,000.00 7.86 5,897,917 08/15/25 780,000.00 3.625% 3.650% 99.722 Maturity 777,831.60 8.86 6,894,613 08/15/26 735,000.00 3.750% 3.800% 99.425 Maturity 730,773.75 9.86 7,208,271 08/15/27 760,000.00 4.000% 3.900% 100.687 8/15/2019 765,221.20 10.86 8,313,278 08/15/28 785,000.00 4.000% 4.000% 100.000 Maturity 785,000.00 11.86 9,313,153 08/15/29 810,000.00 4.000% 4.070% 99.104 Maturity 802,742.40 12.86 10,326,389 08/15/30 840,000.00 4.000% 4.150% 98.029 Maturity 823,443.60 13.86 11,416,131 Totals 20.270.000.00 20.361.255.65 152.603.684.82 R.W.A.M. = 7.4948 9/15/2016 3:04 PM 2711218 1.xls 5 of 5 EXHIBIT G PROCEDURES FOR POST-ISSUANCE COMPLIANCE WITH FEDERAL TAX LAW State and local governmental entities, including cities, towns, villages and school districts, that borrow money on a tax-exempt basis are required to report to the Internal Revenue Service whether they have established written procedures to comply with applicable requirements of federal tax law for all issues of federally tax-exempt bonds, bond anticipation notes, tax anticipation notes, revenue anticipation notes, financing leases, energy performance contract financings, and any other instruments evidencing the borrowing of money (collectively the "Obligations"). The procedures set forth herein will assist Town of Southold, Suffolk County, New York (the "Issuer") in meeting the post-issuance requirements of federal tax law necessary to preserve the tax-exempt status of interest on Obligations issued by the Issuer. These procedures address Obligations issued for physical facilities and equipment for the Issuer (the "Capital Obligations") and Obligations issued to finance cash-flow operating requirements of the Issuer(the "Cash-Flow Obligations'). I. GENERAL PROCEDURES A. Responsible Official. The Supervisor of the Issuer (herein referred to as the "Responsible Official") will identify such officers and employee(s) who will be responsible for each of the procedures listed below, and will notify such officers and employee(s) of the responsibilities, and provide those persons with a copy of these procedures. Upon employee transitions, the Responsible Official will advise the new personnel of their responsibilities under these procedures and will ensure they understand the importance of these procedures. If employee positions are restructured or eliminated, the Responsible Official of the Issuer will reassign responsibilities as necessary. 2715188.1 040872 TAGMT B. Issuance of Obligations. 1. Bond Counsel. The Issuer will retain a firm of nationally-recognized bond counsel ("Bond Counsel") to deliver a legal opinion in connection with-the issuance of all Obligations. The Responsible Official will consult with Bond Counsel and other legal counsel and advisors, as needed, following the issuance of Obligations to ensure that applicable post- issuance requirements are met, so that interest on each issue of Obligations will be excluded from gross income for federal income tax purposes. 2. Documentation of Tax Requirements. The federal tax requirements relating to each issue of Obligations will be set forth in a Tax Certificate (the "Tax Certificate") executed in connection with each issue of Obligations, which will be included in the closing transcript for each issue of Obligations. The Tax Certificate will contain certifications, representations, expectations and factual statements relating to the restriction on use of the facilities financed with Obligations by persons or entities other than the Issuer, changes in use of the facilities financed or refinanced with the proceeds of Obligations, restrictions applicable to the investment of the proceeds of any Obligations and other moneys relating to the Obligations, and arbitrage rebate requirements. The Responsible Official will review the Tax Certificate prior to the date of issue of each issue of Obligations. 3. Information Reporting. In connection with each issue of Obligations, the Issuer is required to file, or shall cause to be filed by Bond Counsel, an IRS Form 8038-G (or, if applicable, IRS Form 8038-GC). Any such IRS Form filed with the IRS, together with a proof of filing, will be included as part of the closing transcript for each issue of Obligations, or kept in the records maintained by Bond Counsel related to the appropriate issue of Obligations. The Responsible Official shall ascertain that such form has been filed in connection with each issue of Obligations. C. Record Retention. 1. General. Copies of all relevant documents and records sufficient to support that the tax requirements relating to all Obligations have been satisfied, including the following documents and records, should be maintained by the Issuer: 2715188.1 040872 TAGMT (a) Closing transcript; - (b) All records of investments, arbitrage reports, returns filed with the IRS and underlying documents; -- -- -. --- - - (c) Construction contracts,purchase orders, invoices and expenditure and payment records; (d) Documents relating to costs reimbursed with the proceeds of Capital Obligations; (e) All contracts and arrangements involving Private Use of the property financed with Capital Obligations; (f) All reports relating to the allocation of the proceeds of Obligations and Private Use of property financed with Capital Obligations; (g) Itemization of property financed with the proceeds of Capital Obligations; and (h) In connection with Cash-Flow Obligations, information regarding the Issuer's revenue, expenditures and available balances sufficient to support the Issuer's prospective and actual maximum cumulative cash-flow deficit calculations. 2. Duration of Record Retention. All of the foregoing documents and records should be retained for the term of the Obligations, plus three (3) years, or if the Obligations are refunded with the proceeds of a subsequent Obligation, the date three (3) years after the last of such refunding Obligations are refunded. D. Capital Obligations. 1. Timely Expenditure of Proceeds of Capital Obligations._ At the time of issuance of Capital Obligations issued to fund original expenditures, the Issuer must reasonably expect to spend at least 85% of all proceeds within three (3) years of the date of issuance of the Obligations. In addition, for Capital Obligations, the Issuer must have incurred or expect to 2715188.1 040872 TAGMT incur within six months after issuance original expenditures of not less than 5% of the amount of such proceeds, and must expect to complete the project financed with Capital Obligations (the "Project") and expend the proceeds of such Capital Obligations to pay Project costs with due diligence. Satisfaction of these requirements allows the proceeds of Capital Obligations issued for the Project to be invested at an unrestricted yield for three (3) years. Failure to satisfy these requirements could subject the Issuer to rebate of investment income, and other penalties. The Responsible Official will monitor the appropriate capital project accounts to ensure that the proceeds of Capital Obligations are spent within the time period(s) required under federal tax law. Capital Obligations issued to refinance outstanding Capital Obligations are subject to separate expenditure requirements, which shall be outlined in the Tax Certificate relating to such Obligations. In connection with the issuance of any Capital Obligations issued to refinance outstanding Capital Obligations, the Responsible Official will confirm that any rebate obligation due with respect to the original issue and any subsequent refinancing thereof has been met. 2. Use of Proceeds of Capital Obligations. In general, proceeds (including investment income on original sale proceeds) of Capital Obligations, other than proceeds used to pay costs of issuance, should be spent on capital expenditures. For this purpose, capital expenditures generally mean costs to acquire, construct, or improve property (land, buildings and equipment). Capital Expenditures include design and planning costs related to the Project, and include architectural, engineering, surveying, soil testing, environmental, and other similar costs incurred in the process of acquiring, constructing, improving or adapting the property. Capital Expenditures do not include operating expenses of the Project. 3. Use of Facilities Financed with Capital Obligations. For the life of all Capital Obligations, the Project must be owned and operated by the Issuer. At all times while Capital Obligations issued for a Project are outstanding, no more than 10% of the proceeds of such Capital Obligations may used, directly or indirectly, in a trade or business carried on by a person other than a state or local governmental unit ("Private Use"). Generally, Private.Use consists of any contract or other arrangement, including leases, management contracts (for example, contracts relating to the operation of a school cafeteria or to food service providers), 2715188.1 040872 TAGMT operating agreements and guarantee contracts which provides for use of-the facilities financed- with Capital Obligations by a person who is not a state-or--local-government--on--a-basis different than the general public. The Project may be used by any person or entity, including any person or entity carrying on any trade or business, if such use constitutes"General-Public Use". General Public Use is any arrangement providing for use that is available to the general public at either no charge or on the basis of rates that are generally applicable and uniformly applied. 4. Management or Operating Agreements for Facilities Financed with Capital Obligations. Any management, operating or service contracts whereby a non-exempt entity is using facilities financed or refinanced with the proceeds of Capital Obligations must relate to portions of the Project that fit within the above-mentioned 10% allowable Private Use, or the contracts must meet the IRS safe harbor for management contracts. Any renewals of or changes to such contracts should be reviewed by Bond Counsel. The Responsible Official shall contact Bond Counsel if there may be a lease, sale, disposition or other change in use of facilities financed or refinanced with the proceeds of Capital Obligations. E. Cash-Flow Obligations. 1. Proper Sizing of Cash-Flow Obligations. (a) If the Issuer is not subject the small issuer exemption from rebate, at the time of issuance of Cash-Flow Obligations, the Issuer must anticipate that it will incur an actual maximum cumulative cash-flow deficit on a date on or before the close of the six-month period commencing on the issue date of the Cash-Flow Obligations equal to at least 90% of the issue price of the Cash-Flow Obligations. (b) If the Issuer is subject to the small issuer exemption from rebate, at the time of issuance of Cash-Flow Obligations, the Issuer must anticipate that it will incur an actual maximum cumulative cash-flow deficit on a date on or before the close of the twelve-month period commencing on the issue date of the Cash-Flow Obligations equal to at least 100% of the issue price of the Cash-Flow Obligations (which may include taking into account the Issuer's "reasonably required working capital reserve"). 2715188.1 040872 TAGMT (c) The Responsible Official will determine-the appropriate-amount of Cash- - - Flow Obligations to issue.- - - - - -- (d) With respect to Issuers not subject to the small issuer exemption from rebate, the Responsible Official shall determine whether or not the Issuer has met its requisite maximum cumulative cash-flow deficit within six months following the date of issuance of the Cash-Flow Obligations, and shall, to the extent necessary, obtain assistance from the Arbitrage Rebate Consultant, referred to below. F. Investment Restrictions; Arbitrage Yield Calculation; Rebate. 1. Investment Restrictions. Investment restrictions relating to the proceeds of Obligations and other moneys relating to the Obligations are set forth in the Tax Certificate. The Responsible Official will monitor the investment of the proceeds of Obligations to ensure compliance with yield restriction rules. 2. Arbitrage Yield Calculation. Investment earnings on the proceeds of Obligations should be tracked and monitored to comply with applicable yield restrictions and/or rebate requirements. The Issuer is responsible for calculating (or causing the calculation of) rebate liability for each issue of Obligations, and for making any required rebate payments. Any funds of the Issuer set aside or otherwise pledged or earmarked to pay debt service on the Obligations should be analyzed to assure compliance with the tax law rules on arbitrage, invested sinking funds and pledged funds (including gifts or donations linked to facilities financed with Capital Obligations). The Responsible Official will consult with Bond Counsel to confirm that all relevant arbitrage yield requirements are met. 3. Rebate. On or before the date of any required rebate payment (see below), the Issuer will retain a nationally recognized arbitrage rebate consultant (the "Arbitrage Rebate Consultant") to perform rebate calculations that may be required to be made from time to time with respect to any issue of Obligations. The Responsible Official shall provide the Arbitrage Rebate Consultant with requested documents and information on a prompt basis, reviewing applicable rebate reports and other calculations and generally interacting with the Arbitrage Rebate Consultant to ensure the timely preparation of rebate reports and payment of any rebate. 2715188.1 040872 TAGMT The reports and calculations provided by the Arbitrage Rebate Consultant will assure compliance with rebate requirements, which require-the-Issuer to make rebate payments, if any, no later than the fifth (5"') anniversary date and each fifth (5"') anniversary date thereafter through the final maturity or redemption date of a Capital Obligation. A final rebate payment, if due, must be made within sixty (60) days of the final maturity or redemption date of all Obligations. Rebate spending exceptions for Capital Obligations are available for periods of 6 months, 18 months and 2 years. The Responsible Official will confer and consult with the Arbitrage Rebate Consultant to determine whether any rebate spending exception may be met. In the case of Cash-Flow Obligations, within 60 days of the maturity date of such Cash-Flow Obligations, if there is concern as to whether the Issuer has met its requisite maximum cumulative cash-flow deficit, a rebate analyst should be promptly engaged to determine whether either the six-month spending exception or the statutory safe harbor exception to the rebate rules was met (in which case no rebate would be owed) or whether the investment income derived from the proceeds of the Cash-Flow Obligations is subject, in whole or in part,to rebate. Copies of all arbitrage rebate reports, related return filings with the IRS (i.e., IRS Form 8038-T), copies of cancelled checks with respect to any rebate payments, and information statements must be retained as described above. The Responsible Official will follow the procedures set forth in the Tax Certificate that relate to compliance with the rebate requirements with respect to any Obligations. II. ADDITIONAL PROCEDURES. A. Periodic Monitoring. The Responsible Official will conduct periodic reviews of compliance with the foregoing procedures to determine whether any violations have occurred so that such violations can be remedied through the "remedial action" regulations (Treas. Reg. Section 1.141-12) or the Voluntary Closing Agreement Program (VCAP) described in IRS Notice 2008-31 (or successor guidance). If any changes to the terms or provisions of any Obligations are contemplated, the Responsible Official will consult with Bond Counsel, because 2715188.1 040872 TAGMT such modifications could jeopardize the tax-exempt status of interest on the Obligations after they are modified.B. Use of Facilities. The Responsible Official will maintain records identifying any _ Private Use of the facilities or portion of facilities that are financed or refinanced with proceeds of Capital Obligations. Such records may be kept in any combination of paper or electronic form. In the event the use of the proceeds of Capital Obligations of the facilities financed or refinanced with the proceeds of Capital Obligations differs from the representations or factual statements in the Tax Certificate, the Responsible Official will promptly contact and consult with Bond Counsel to ensure that there is no adverse effect on the tax-exempt status of the Capital Obligations and, where appropriate, will remedy any violations through the "remedial action" regulations (Treas. Reg. Section 1.141-12), the Voluntary Closing Agreement Program (VCAP) described in IRS Notice 2008-31 (or successor guidance), or as otherwise prescribed by Bond Counsel. 2715188.1 040872 TAGMT - -- -- --- EXHIBIT H--— -- CERTIFICATE OF FINANCIAL ADVISOR (see attached) .2715188.1 040872 TAGMT I i s $20,290,000 Town of Southold Public Improvement Refunding Serial Bonds-2016 3 CERTIFICATE OF FINANCIAL ADVISOR a This Certificate is being delivered by Munistat Services Inc., as financial advisor (the"Financial Advisoiz),in connection with the issuance by the Town of Southold(the"I'owd)of its $20,290,000 Public Improvement Refunding Serial Bonds-2016(the`Bonds'),dated October 4,2016. The undersigned does hereby certify as follows: i s 1. On September 13, 2016 (the`Bid Datd), Causey Demgen and Moore P.C., as bidding A agent for the Town (the`Bidding A enfj solicited bids for the purchase of a portfolio of U.S. Treasury securities(the`Escrow Securities). 2. The Escrow Securities will be acquired with the proceeds of the Bonds. 3. The Bidding Agent received five(5)bids. The lowest cost bid was made by PNC Capital Markets (the"Provider'). After making its initial bid,the Provider revised its bid as a result of it noticing and informing the Provider that its bid included an error. After revising its bid,the Provider's bid, while greater than its initial bid,remained the lowest cost bid. See attached. 4. The Town,after consulting with its Financial Advisor,determined to instruct the Bidding e Agent to award the bid to the Provider. 5. Based upon our discussions with Bond Counsel, we understand that the safe-harbor for establishing the fair market value for investments purchased for a yield defeasance escrow was not met. Nonetheless, in our opinion the Escrow Securities are being acquired by the Town at fair market value and rebidding the escrow would not have resulted in a lower cost bid being received by the Town. We recognize and acknowledge that the certifications contained herein will be relied on by the Town with respect to certain representations in the Tax Certificate and the exhibits thereto,and by Bond 1 Counsel for purposes of rendering its opinion that interest on the Bonds is excludable-from the gross income of the owners thereof for federal income tax purposes. The undersigned is authorized to execute this certificate on behalf of Munistat Services Inc., which certifications are not necessarily based on personal knowledge,but may instead be based on either inquiry deemed adequate by the undersigned or institutional knowledge(or both)regarding the matters set forth herein. a Dated: October 4,2016 { MUNISTAT SERVICES INC. + By: Name: N°� N�l2SdnJ Title: Ce- 2716682.1 044872 TAGMT i t EXHIBIT I CERTIFICATES RELATING TO OPEN-MARKET SECURITIES [See Tab No. 7] --.---- - - 2715188.1 040872 TAGMT EXHIBIT J SUMMARY OF PORTFOLIO OF OPEN-MARKET SECURITIES (see attached) 2715188.1 040872 TAGMT Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. Page 16 ESCROW DESCRIPTIONS DETAIL Town of Southold Refunding of 2008,2009&2011 Bonds FINAL&VERIFIED NUMBERS Type of CUSIP Maturity Par Interest Interest Interest Security or ID Date Amount Rate Yield Price Class Frequency Day Basis Universal Proceeds Escrow,Oct 4,2016: TSTRIP-1 912833KL3 02/15/2017 140,000 0.597% 99.783000 Zero Coupon Semiannual ACT/ACT TNote 912828032 03/15/2017 276,000 0.750% 0.496% 100.113281 Periodic Semiannual ACT/ACT TSTRIP-1 912833KMI 05/15/2017 470,000 0.685% 99.581000 Zero Coupon Semiannual ACT/ACT TNote 912828D49 08/15/2017 810,000 0.875% 0.670% 100.175781 Periodic Semiannual ACT/ACT TNote 912828D98 09/15/2017 57,000 1.000% 0.681% 100.300781 Periodic Semiannual ACT/ACT TNote 912828G20 11/15/2017 88,000 0.875% 0.727% 100.164063 Periodic Semiannual ACT/ACT TSTRIP-1 912833KQ2 02/15/2018 164,000 0.790% 98.930000 Zero Coupon Semiannual ACT/ACT TNote 912828.168 03/15/2018 282,000 1.000% 0.744% 100.367188 Periodic Semiannual ACT/ACT TNote 912828XA3 05/15/2018 5,789,000 1.000% 0.768% 100.371094 Periodic Semiannual ACT/ACT TNote 912828K82 08/15/2018 814,000 1.000% 0.784% 100.398438 Periodic Semiannual ACT/ACT TNote 9128281,40 09/15/2018 54,000 1.000% 0.801% 100.382813 Periodic Semiannual ACT/ACT TNote 912828P53 02/15/2019 158,000 0.750% 0.860% 99.742188 Periodic Semiannual ACT/ACT TNote 912828P95 03/15/2019 3,560,000 1.000% 0.864% 100.328125 Periodic Semiannual ACT/ACT TSTRIP-1 912833KW9 08/15/2019 9,118,000 0.937% 97.359225 Zero Coupon Semiannual ACT/ACT 21,780,000 ESCROW CONTRACT - - This Escrow Contract, dated as of October 4, 2016 (the "Contract") by and between the Town of Southold, in the County of Suffolk, New York, a municipal corporation of the State of New York (the "Issuer" or the "Town"), and The Bank of New York Mellon, a New York banking corporation duly organized, existing and authorized to accept trusts of the character herein set forth in the State of New York (the "Bank"); WITNESSETH: WHEREAS, the Issuer has heretofore issued the bonds as specified in Schedule A annexed hereto and hereby made a part hereof, such bonds bearing interest at the rates and payable on the dates, and being subject to redemption as set forth therein, and the Issuer has determined to refund a portion of such outstanding bonds (hereinafter collectively referred to as the "Refunded Bonds"); and WHEREAS, the Refunded Bonds were issued pursuant to various bond resolutions duly adopted by the Town Board on their respective dates to finance and/or refinance the objects or purposes specified therein (hereinafter referred to as the "Refunded Bond Resolutions"), and the certificates of determination executed pursuant to such Refunded Bond Resolutions by the Supervisor of the Town, prescribing the terms, form and details of the issuance of the Refunded Bonds (the "Refunded Bonds Certificates"); and WHEREAS, the Town Board of the Issuer has adopted on July 12, 2016, a refunding bond resolution (the "Refunding Bond Resolution") authorizing, pursuant to Section 90.10 of the Local Finance Law (constituting Chapter 33-a of the Consolidated Laws of the State 2707031.1 040872 CLD of New York),the issuance of refunding bonds of the Issuer in the aggregate principal amount of not to exceed $23,000,000 for the purpose of refunding the Refunded Bonds; and WHEREAS, pursuant to the Refunding Bond Resolution, the Supervisor of the Town of the Issuer (the "Supervisor of the Town") has executed a Certificate of Determination dated as of August 31, 2016 (the "Certificate") determining the terms, form and details of sale and issuance of the Public Improvement Refunding Serial Bonds-2016 (the "Refunding Bonds"); and WHEREAS, the Refunding Bond Resolution provides that the proceeds from the sale of the Refunding Bonds, together with other moneys required to accomplish such refunding, if any, shall be placed in escrow with an escrow holder and, together with the interest earned from the investment thereof, applied in accordance with the terms and conditions set forth in this Contract and the Refunding Bond Resolution; NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth,the parties hereto agree as follows: 1. The Issuer hereby appoints the Bank (also referred to herein as the "Escrow Holder") as escrow holder under this Contract and the Bank hereby accepts the appointment as Escrow Holder. The duties, responsibilities and obligations of the Escrow Holder shall be limited to those expressly set forth herein and no duties, responsibilities or obligations shall be inferred or implied. The Bank may rely and shall be protected in acting or refraining from acting upon any written notice, instruction, opinion, request or other documentation furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Bank shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Bank shall not be liable for any action taken or 2707031.1 040872 CLD omitted by it in good faith hereunder unless a court of competent jurisdiction determines that-the Bank's negligence was the primary cause of any loss to the Issuer. The Bank shall not incur any liability for following the instructions herein contained or expressly provided for, or written instructions given by the Issuer. In the administration of this Contract and the Expense Fund and the Escrow Deposit Fund hereunder, the Bank may execute any of its powers and perform its duties hereunder directly or through agents or attorneys and may, consult with counsel, accountants and other skilled persons to be selected and retained by it. The Bank shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. No provision of the Contract shall require the Bank to risk or expend its own funds. 2. Receipt is hereby acknowledged by the Escrow Holder of a certified copy of the Refunding Bond Resolution. 3. There is hereby created and established with the Escrow Holder a special, segregated and irrevocable trust fund, designated "Town of Southold Escrow Deposit Fund (2016 Refunding Bonds)" (referred to herein as the "Escrow Deposit Fund") to be held in the custody of the Escrow Holder. 4. There is hereby created and established with the Escrow Holder a special, segregated and irrevocable trust fund, designated "Town of Southold Cost of Issuance Expense Fund (2016 Refunding Bonds)" (referred to herein as the "Expense Fund") to be held in the custody of the Escrow Holder. 5. Concurrently with the execution of this Contract the Issuer shall deposit in immediately available funds with the Escrow Holder in the Expense Fund for the Refunding Bonds, moneys in the amount of $90,089.44, being a part of the proceeds from the sale of the 2707031.1 040872 CLD Refunding Bonds. The moneys in Expense Fund shall be held univested and without interest and shall be applied by the Escrow Holder for the payment of the costs and expenses incidental to the issuance of the Refunding Bonds, and the amount due the Escrow Holder pursuant-to paragraph 11 hereof, provided that any such payment by the Escrow Holder shall be made only pursuant to and in accordance with the written authorization of the Supervisor of the Town, authorizing and approving the same. Upon receipt by the Bank of a certificate signed by the Supervisor of the Town to the effect that all such costs and expenses have been paid or otherwise satisfied, or in any event not more than sixty (60) days from the date of this Contract, any amount remaining in Expense Fund shall be returned by the Escrow Holder to the Issuer to be applied by the Issuer to the payment of the first debt service on the Refunding Bonds. 6. (a) Concurrently with the execution of this Contract, the Issuer, by wire transfer, shall deposit with the Escrow Holder in the Escrow Deposit Fund for the Refunding Bonds, moneys in the amount of $21,602,308.51, consisting of the proceeds of the Refunding Bonds in the amount of$20,290,000.00, plus a net original premium of$1,537,123.55, less the underwriter's discount of$134,725.60, after making the deposit of$90,089.44 in Expense Fund specified in paragraph 5 hereof. $21,601,529.11 of the amount so deposited in Escrow Deposit Fund shall immediately be invested by the Escrow Holder as set forth in Schedule B, attached hereto and made a part hereof, by the purchase of Government Obligations (as hereinafter defined), it being the intention of the Issuer in reliance on the verification report of Causey Demgen & Moore, P.C., dated October 4, 2016, that the principal thereof, together with the interest to be paid thereon, and cash remaining on deposit in Escrow Deposit Fund in the amount of $779.40, will be sufficient to pay, as of the date of calculation, and will mature and be available to pay in a timely manner, the principal, of interest on, and redemption premium, if 2707031.1 040872 CLD any, payable with respect to the Refunded Bonds as the same shall become due and payable, as set forth in Schedule C attached hereto and made a part hereof(the "Escrow Requirement"). "Government Obligations" shall mean direct obligations of the United States of America or obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, none of which is subject to call prior to its stated maturity. (b) The Escrow Holder shall reinvest the amounts on deposit in the Escrow Deposit Fund representing maturing principal of and interest on the Government Obligations or Substitute Government Obligations (as defined in Section 9(a) below), if any, not immediately needed for the payment of the principal and redemption price of and interest on the Refunded Bonds in United States of America, United States Treasury Certificates of Indebtedness — State and Local Government Series, bearing interest at a rate of 0%per annum (the "0%Reinvestment Government Obligations"), but only in accordance with the schedule set forth in Schedule D hereto. The Escrow Holder shall subscribe for such 0% Reinvestment Government Obligations, if any, not later than the date provided in applicable federal regulations to ensure in all cases that such 0% Reinvestment Government Obligations are on deposit in the Escrow Deposit Fund on each reinvestment date in the principal amounts required. In the event that subscriptions for such 0% Reinvestment Government Obligations are not be available at the times or amounts required, the Escrow Holder shall immediately inform the Issuer and the Escrow Holder shall thereafter invest such moneys in direct obligations of the United States of America maturing not later than the maturity dates set forth in Schedule D hereto specified in writing by the Issuer to the Escrow Holder not less than three days prior to the date that such reinvestment is to be made. The Escrow Holder shall immediately transfer to the Issuer all interest earned on any reinvestment made pursuant to this Section other than in 0% Reinvestment Government Obligations in order 2707031.1 040872 CLD that the Issuer may take such action as is necessary to comply with Section 9 hereof relating to tax-exempt compliance. 7. The Escrow Holder hereby acknowledges receipt of the deposit of the moneys in the Escrow Deposit Fund and the Expense Fund as set forth in paragraphs 5 and 6 hereof. 8. The deposit by the Issuer of the moneys in the Escrow Deposit Fund shall constitute an irrevocable deposit thereof for the uses and purposes specified in this Contract and in the Refunding Bond Resolution, and such moneys and Government Obligations together with all interest thereon, shall be held in trust and applied solely for such uses and purposes. 9. (a) Except as otherwise expressly provided in paragraph .6 or this subparagraph (a), the Escrow Holder shall have no power or duty to invest any moneys held hereunder or to make substitutions of the Government Obligations held hereunder or to sell, transfer or otherwise dispose of the Government Obligations acquired hereunder, or to pay interest on any such moneys not required to be invested hereunder; provided, however, that at the written direction of the Supervisor of the Town and upon compliance with the conditions hereinafter stated,.the Escrow Holder shall have the power (i) to provide for the reinvestment of certain proceeds derived from the sale, transfer, disposition or redemption of the Government Obligations for defined periods prior to the payment of principal of, interest on, and redemption premiums payable with respect to the Refunded Bonds as the same shall become due and payable, as set forth on Schedule C attached hereto, and (ii) to otherwise sell, transfer, otherwise dispose of, or request the redemption of, the Government Obligations acquired hereunder and to substitute therefor other Government Obligations (the "Substitute Government Obligations"). The Escrow Holder shall purchase such Substitute Government Obligations with the proceeds derived from the sale, transfer, disposition or redemption of the Government Obligations or other funds 2707031.1 040872 CLD provided by the Issuer for such purpose. The substitution of-Government Obligations described above may be effected only if (i) the moneys and Government Obligations on deposit immediately after such substitution will be sufficient to meet or exceed the-Escrow Requirement, (ii) the Escrow Holder shall receive, at the expense of the Issuer, and may rely conclusively upon, a verification of an independent certified public accountant or firm of independent certified public accountants designated by the Supervisor of the Town and acceptable to the Escrow Holder that the moneys, Substitute Government Obligations and Government Obligations on deposit immediately after such substitution and cash, if any, will be sufficient to meet or exceed the Escrow Requirement, (iii) the Escrow Holder shall receive an unqualified opinion of Hawkins Delafield & Wood LLP or any other nationally recognized bond counsel to the effect that the substitution will not cause any of the Refunded Bonds or any of the Refunding Bonds to be an "arbitrage bond" as hereinafter defined, and (iv) the Escrow Holder shall receive a schedule showing details of such substitution. (b) The Issuer hereby agrees that it will not take action or fail to take action if such action or failure to take action would cause any part of the money or funds at any time in the Expense Fund or the Escrow Deposit Fund to be used directly or indirectly to acquire any securities or obligations, the acquisition of which would cause any Refunding Bond to be an "arbitrage bond" as defined in Section 103 of the Internal Revenue Code of 1986, as amended, and the regulations of the United States Treasury Department thereunder, as then in effect. 10. The Escrow Holder shall collect the matured principal of and payments of interest on the Government Obligations as the same become due and payable. and deposit the same in the Escrow Deposit Fund, as applicable. Not later than the date on which any payment on any of the Refunded Bonds is required to be made, as set forth in Schedule C, the Escrow Holder shall, to the extent available, transmit, from the funds in the Escrow Deposit Fund, as 2707031.1 040872 CLD applicable, to The Depository Trust Company, in New York, New York, ("DTC"), acting on behalf of the Issuer as the fiscal agent(i.e., paying agent) for the Refunded Bonds: PRINCIPAL. ACCOUNT JPMorgan Chase Bank,N.A. 55 Water Street, New York,NY 10041 For the account of the Depository Trust Co. (CEDE & CO)Municipal Redemption Account A/C # 066-027306 ABA# 021-0000-21 INTEREST ACCOUNT JPMorgan Chase Bank,N.A. 55 Water Street, New York,NY 10041 For the account of the Depository Trust Co. (CEDE & CO)Dividend Deposit Account A/C # 066-026776 ABA#021-0000-21 or as otherwise designated in writing by the Issuer, an amount sufficient to pay such payment, and the redemption premium, if any, with respect thereto. 11. The Issuer hereby irrevocably instructs the Escrow Holder to mail notices of redemption to the registered holders of the Refunded Bonds, as the names and addresses of such holders shall appear on the books and records of the paying agent for the Refunded Bonds, as required by Section 53.00 of the Local Finance Law, the notices to be mailed not less than thirty (30) days nor more than sixty (60) days prior to the applicable "Redemption Date" listed for each respective series of Refunded Bonds to be redeemed prior to maturity, as appearing in Exhibit A-1, Exhibit A-2 and Exhibit A-3 attached hereto. Such notices shall be in substantially the form as set forth such Exhibit A-1, Exhibit A-2 and Exhibit A-3. The Escrow Holder shall mail such notices to The Depository Trust Company, 55 Water Street, New York, New York 10041, which the Issuer certifies is the name and address of the registered holder of the 2707031.1 040872 CLD Refunded Bonds or such other address as may then be applicable as provided in writing by the Issuer. On each respective redemption date there shall become due and payable with respect to each Refunded Bond to be redeemed, together with any coupons appertaining thereto, the redemption price thereof, together with interest accrued to the redemption date, and the redemption premium, if any, payable with respect thereto, and from and after such redemption date interest thereon shall cease to accrue and be payable. 12. The Issuer agrees to pay and shall pay to the Escrow Holder the sum of $7,500.00, as compensation in full for all services to be rendered by the Escrow Holder under this Contract; provided that, to the extent authorized by law, the Issuer hereby assumes liability for and hereby agrees to indemnify, protect, save and keep harmless the Escrow Holder and its respective successors, assigns, directors, officers, employees, agents and servants (the "Indemnitees"), from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including legal fees and disbursements) of whatsoever kind and nature (collectively, "Losses") which may be imposed on, incurred by, or asserted against, at any time, any Indemnitee (whether or not also indemnified against by any person under any other contract or instrument) and in any way relating to or arising out of the execution, delivery and performance of this Contract, the establishment of the Expense Fund and the Escrow Deposit Fund, the acceptance of the moneys deposited in such funds, the purchase of the Government Obligations and Substitute Government Obligations, the retention of such moneys and Government Obligations, Substitute Government Obligations or the proceeds thereof and any payment, transfer or other application of moneys or securities by the Escrow Holder in accordance with the provisions of this Contract; provided, that the Issuer shall not be required to indemnify, protect, save and keep harmless the Escrow Holder against losses arising out of the Escrow Holder's own negligence or willful misconduct. In addition to and not in 2707031.1 040872 CLD limitation of the immediately preceding sentence, the Issuer also agrees, to the extent permitted — by Law, to protect and keep harmless the Indemnitees and each of them from and against any and all Loses that may be imposed on, incurred by or asserted against the Indemnitees or any of them for following any instruction or direction upon which the Escrow Holder is authorized to rely pursuant to the terms of this Contract. The Issuer also agrees to reimburse the Escrow Holder for all reasonable fees, expenses, disbursements and advances incurred or made in connection with this Contract, including counsel fees and expenses. Any payment to the Escrow Holder pursuant to this paragraph, except for the payment to be made from the Expense Fund, shall be made from any moneys of the Issuer lawfully available therefor. In no event shall the Issuer be liable to any person by reason of the transactions contemplated hereby other than to the Escrow Holder and the other Indemnitees as set forth in this paragraph. The indemnities contained in this paragraph shall survive the termination of this Contract or the removal or resignation of the Escrow Holder for any reason. Except as otherwise provided in this paragraph the Escrow Holder does not have any interest in the moneys or Government Obligations deposited hereunder but is serving as escrow holder only, and has only possession thereof. The Escrow Holder makes no representation as to the validity, value, genuineness or collectability of any security or other document or instrument held by or delivered to it. The Escrow Holder shall not be called upon to advise any party as to selling or retaining, or taking or refraining from taking any action with respect to, any securities or other property deposited hereunder. 13. The Escrow Holder agrees to maintain books and records for the Expense Fund and the Escrow Deposit Fund as defined herein and to account separately for deposits therein, investments thereof, earnings thereon and losses(if any) with respect thereto. 14. The Escrow Holder may be removed with or without cause with thirty (30) days prior notice by the Issuer and the Escrow Holder may resign by giving written notice to the 2707031.1 040872 CLD Issuer, but no such removal or resignation shall take effect under this Contract-unless a successor Escrow Holder shall have been appointed by the Issuer as hereinafter provided and such successor Escrow Holder shall have accepted such appointment, in which event such removal or resignation shall take effect immediately upon the appointment and acceptance of a successor Escrow Holder. In the event that no appointment of a successor Escrow Holder shall have been made by the Issuer pursuant to the foregoing provisions of this paragraph within forty-five (45) days after written notice of resignation of the Escrow Holder has been given to the Issuer, any retiring Escrow Holder may apply, at the expense of the Issuer, to any court of competent jurisdiction for the appointment of a successor Escrow Holder, and such court may thereupon, after such notice, if any, as it shall deem proper, appoint a successor Escrow Holder. No successor Escrow Holder shall be appointed unless such successor Escrow Holder shall be a corporation or association with trust powers organized under the banking laws of the United States or the State of New York and shall have at the time of appointment capital, surplus and undivided profits of not less than $50,000,000. Every successor Escrow Holder appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Issuer, an instrument in writing accepting such appointment hereunder and thereupon such successor Escrow Holder without any further act, deed or conveyance, shall become fully vested with all the rights, immunities, powers, trusts, duties and obligations of its predecessor; but such predecessor shall, nevertheless, on the written request of such successor Escrow Holder or the Issuer execute and deliver an instrument transferring to such successor Escrow Holder all the estates, properties, rights, powers and trusts of such predecessor hereunder; and every predecessor Escrow Holder shall deliver all cash, Government Obligations and Substitute Government Obligations held by it to its successor. Should any transfer, assignment or instrument in writing from the Supervisor of the Town be required by any successor Escrow 2707031.1 040872 CLD Holder for more fully and certainly vesting in such successor Escrow Holder the estates, rights,- powers and duties hereby vested or intended to be vested in the predecessor Escrow Holder, any such transfer, assignment and instrument in writing shall, on request, be executed, acknowledged and delivered by the Supervisor of the Town. Any corporation or association into which the Escrow Holder, or any successor to it in the trusts created by this Escrow Contract, may be merged or converted or with which it or any successor to it may be consolidated, or any corporation or association to which the Escrow Holder shall sell or otherwise transfer all or substantially all of its corporate trust business or any corporation or association resulting from any merger, conversion, consolidation, reorganization or sale to which the Escrow Holder or any successor to it shall be a party shall, if approved in writing by the Supervisor of the Town, be the successor Escrow Holder under this Escrow Contract without the execution or filing of any paper or any act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. 15. Except as provided in paragraph 12 hereof, this Contract shall terminate when there shall have been paid to the paying agent for the Refunded Bonds, in accordance with the provisions hereof, moneys from the Escrow Deposit Fund sufficient to pay all principal of, interest on, and redemption premiums payable with respect to all of the Refunded Bonds as set forth on Schedule C, and any remaining moneys, Government Obligations, and Substitute Government Obligations, if any, together with any interest thereon, in the Escrow Deposit Fund shall thereupon be transferred to the Issuer. 16. If any one or more of the covenants or agreements provided in this Contract on the part of the parties hereto to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenant or agreement shall be deemed and construed to 2707031.1 040872 CLD be severable from the remaining covenants and agreements herein contained and shall in no-way, affect the validity of the remaining provisions of this Contract. 17. This Contract may be executed in several counterparts, all or any of which shall be regarded for all purposes as an original and shall constitute and be but one and the same instrument. 18. This Contract shall be governed by the applicable internal substantive laws (and not the choice of law rules) of the State of New York. 19. All notices, demands and formal actions under this Contract shall be in writing and mailed or delivered to: The Issuer: Town of Southold 53095 Main Road Southold,New York 11971 Attn: Town Comptroller The Escrow Holder: The Bank of New York Mellon 525 William Penn Place, 38th Floor Pittsburgh, Pennsylvania 15259 Attn: Daniel Davis—Public Finance 20. The Escrow Holder shall have the right to accept and act upon instructions, including funds transfer instructions ("Instructions") given pursuant to this Contract and delivered using Electronic Means; provided, however, that the Issuer shall provide to the Escrow Holder an incumbency certificate listing officers with the authority to provide such Instructions ("Authorized Officers") and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Issuer whenever a person is to be added or deleted from the listing. If the Issuer elects to give the Escrow Holder Instructions using Electronic Means and the Escrow Holder in its discretion elects to act upon such Instructions, the Escrow Holder's understanding of such Instructions shall be deemed controlling. The Issuer 2707031.1 040872 CLD understands and agrees that the Escrow Holder cannot determine the identity of the actual sender - of such Instructions and that the Escrow Holder shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Escrow Holder have been sent by such Authorized Officer. The Issuer shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Escrow Holder and that the Issuer and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Issuer. The Escrow Holder shall not be liable for any losses, costs or expenses arising directly or indirectly from the Escrow Holder's reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Issuer agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Escrow Holder, including without limitation the risk of the Escrow Holder acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Escrow Holder and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Issuer; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Escrow Holder immediately upon learning of any compromise or unauthorized use of the security procedures. "Electronic Means" shall mean the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Escrow Holder, or another method or system specified by the Escrow Holder as available for use in connection with its services hereunder. 2707031.1 040872 CLD IN WITNESS WHEREOF, the parties hereto have each caused this Contract to be executed by their duly authorized signatories as of the date first above written. TOWN OF S UTHOLD,NEW YORK By: ��� Supervisor THE BANK OF NEW YORK MELLON By: Authorized Signatory 2707031.1 040872 CLD IN WITNESS WHEREOF, the parties heretolay.e each caused this Contract to be executed by their duly authorized signatories as of the date first above written. 'OWN OF,SOUTHOLD,NEW YORK BY: . ` ry. Supe isor THE OF NEW.YORK MELLON By: Christopher Spinelli Vice President - Exhibit A-1 Form of Redemption Notice for Refunded Bonds Town of Southold in the County of Suffolk,New York NOTICE OF M REDEPTION To the Holders of $8,850,000 Public Improvement Serial Bonds-2008 of the Town of Southold, in the County of Suffolk,New York, dated May 15, 2008 NOTICE IS HEREBY GIVEN pursuant to a Refunding Bond Resolution duly adopted by the Town Board of the Town of Southold, in the County of Suffolk,New York(the "Issuer") on July 12, 2016,that the Issuer has elected to call in and redeem on May 15, 2018 (the"Call Date")all of the above- referenced Bonds maturing in the years 2019 and thereafter (the "Redeemed Bonds"), at a price equal to 100% of the par amount of the Redeemed Bonds, plus accrued interest to the date of redemption. The Redeemed Bonds mature in the principal amounts, at the interest rates and have the CUSIP numbers as follows: Principal Interest Rate CUSIP Number Maturity Date Amount May 15,2019 $ 400,000 4.00% 844572 KN6 May 15, 2020 400,000 4.00 844572 KPI May 15, 2021 425,000 4.00 844572 KQ9 May 15, 2022 425,000 4.00 844572 KR7 May 15, 2023 425,000 4.00 844572 KS5 May 15,2024 450,000 4.00 844572 KT3 May 15, 2025 450,000 4-1/8 844572 KUO May 15, 2026 450,000 4.25 844572 KV8 May 15, 2027 450,000 4.25 844572 KW6 May 15, 2028 475,000 4.25 844572 KX4 May 15, 2029 475,000 4.25 844572 KY2 May 15, 2030 475,000 4.25 844572 KZ9 NOTICE IS HEREBY FURTHER GIVEN that the Redeemed Bonds should be presented and surrendered for payment as aforesaid on the Call Date at the office of the Town Clerk, Town of Southold, 53095 Main Road, Southold, New York 11971, the paying agent of the Issuer for the Redeemed Bonds. NOTICE IS HEREBY FURTHER GIVEN that interest on the Redeemed Bonds shall cease to be paid after the Call Date. Federal law requires the payor to withhold at the current rate of withholding from the payment if a certified taxpayer (social security) number is not provided. Please furnish a properly completed Form W-9 or exemption certificate or equivalent when presenting your securities. Neither the Issuer nor the paying agent shall be responsible for the selection or use of the CUSIP identification numbers printed herein or on the Redeemed Bonds nor is any representation made as to the correctness of any CUSIP identification number shown herein or printed on such 2707031.1 040872 CLD Redeemed Bonds. Said CUSIP identification numbers are included solely for the convenience of the holders. Dated: , 2018 TOWN OF SOUTHOLD,NEW YORK 2707031.1 040872 CLD Exhibit A-2 Form of Redemption Notice for Refunded Bonds Town of Southold in the County of Suffolk,New York NOTICE OF REDEMPTION To the Holders of $5,283,000 Public Improvement Serial Bonds-2009 of the Town of Southold, in the County of Suffolk,New York, dated March 15,2009 NOTICE IS HEREBY GIVEN pursuant to a Refunding Bond Resolution duly adopted by the Town Board of the Town of Southold, in the County of Suffolk,New York (the "Issuer") on July 12, 2016, that the Issuer has elected to call in and redeem on March 15, 2019 (the "Call Date") all of the above-referenced Bonds maturing in the years 2020 and thereafter (the "Redeemed Bonds"), at a price equal to 100% of the par amount of the Redeemed Bonds, plus accrued interest to the date of redemption. The Redeemed Bonds mature in the principal amounts, at the interest rates and have the CUSIP numbers as follows: Principal Interest Rate CUSIP Number Maturity Date Amount March 15, 2020 $ 240,000 4.00% 844572 LN5 March 15, 2021 250,000 4.00 844572 LPO March 15, 2022 260,000 4.00 844572 LQ8 March 15, 2023 270,000 4.00 844572 LR6 March 15, 2024 290,000 4.00 844572 LS4 March 15, 2025 300,000 4-1/8 844572 LT2 March 15, 2026 310,000 4.25 844572 LU9 March 15, 2027 325,000 4.25 844572 LV7 March 15, 2028 330,000 4-3/8 844572 LW5 March 15, 2029 345,000 4-3/8 844572 LX3 March 15, 2030 355,000 4-3/8 844572 LY1 NOTICE IS HEREBY FURTHER GIVEN that the Redeemed Bonds should be presented and surrendered for payment as aforesaid on the Call Date at the office of the Town Clerk, Town of Southold, 53095 Main Road, Southold, New York 11971, the paying agent of the Issuer for the Redeemed Bonds. NOTICE IS HEREBY FURTHER GIVEN that interest on the Redeemed Bonds shall cease to be paid after the Call Date. Federal law requires the payor to withhold at the current rate of withholding from the payment if a certified taxpayer (social security) number is not provided. Please furnish a properly completed Form W-9 or exemption certificate or equivalent when presenting your securities. Neither the Issuer nor the paying agent shall be responsible for the selection or use of the CUSIP identification numbers printed herein or on the Redeemed Bonds nor is any representation made as to the correctness of any CUSIP identification number shown herein or printed on such Redeemed Bonds. Said CUSIP identification numbers are included solely for the convenience of the holders. 2707031.1 040872 CLD Dated: 52019 TOWN OF SOUTHOLD,NEW YORK 2707031.1040872 CLD Exhibit A-3 Form of Redemption Notice for Refunded Bonds Town of Southold in the County of Suffolk,New York NOTICE OF REDEMPTION To the Holders of $13,175,000 Public Improvement Serial Bonds-2011 of the Town of Southold, in the County of Suffolk,New York, dated June 29,2011 NOTICE IS HEREBY GIVEN pursuant to a Refunding Bond Resolution duly adopted by the Town Board of the Town of Southold, in the County of Suffolk, New York (the "Issuer") on July 12, 2016, that the Issuer has elected to call in and redeem on August 15, 2019 (the "Call Date").all of the above-referenced Bonds maturing in the years 2020 and thereafter (the "Redeemed Bonds"), at a price equal to 100% of the par amount of the Redeemed Bonds, plus accrued interest to the date of redemption. The Redeemed Bonds mature in the principal amounts, at the interest rates and have the CUSIP numbers as follows: Principal Interest Rate CUSIP Number Maturity Date Amount August 15, 2020 $ 675,000 3.00% 844572 MX2 August 15, 2021 700,000 3.00 844572 MYO August 15, 2022 720,000 3-118 844572 MZ7 August 15, 2023 740,000 3.25 844572 NAI August 15, 2024 750,000 3.50 844572 N139 August 15, 2025 780,000 3-518 844572 NC7 August 15, 2026 755,000 3.75 844572 ND5 August 15, 2027 760,000 4.00 844572 NE3 August 15, 2028 785,000 4.00 844572 NFO August 15,2029 810,000 4.00 844572 NG8 August 15, 2030 840,000 4.00 844572 NH6 NOTICE IS HEREBY FURTHER GIVEN that the Redeemed Bonds should be presented and surrendered for payment as aforesaid on the Call Date at the office of the Town Clerk, Town of Southold, 53095 Main Road, Southold, New York 11971, the paying agent of the Issuer for the Redeemed Bonds. NOTICE IS HEREBY FURTHER GIVEN that interest on the Redeemed Bonds shall cease to be paid after the Call Date. Federal law requires the payor to withhold at the current rate of withholding from the payment if a certified taxpayer (social security) number is not provided. Please furnish a properly completed Form W-9 or exemption certificate or equivalent when presenting your securities. Neither the Issuer nor the paying agent shall be responsible for the selection or use of the CUSIP identification numbers printed herein or on the Redeemed Bonds nor is any representation made as to the correctness of any CUSIP identification number shown herein or printed on such Redeemed Bonds. Said CUSIP identification numbers are included solely for the convenience of the holders. 2707031.1 040872 CLD Dated: , 2019 TOWN OF SOUTHOLD,NEW YORK 2707031.1 040872 CLD Schedule A Summary of Refunded Bonds 2707031.1 040872 CLD Sep 13,2016 3:49 pm Prepared by Munistat Services,Inc. SUMMARY OF BONDS REFUNDED Town of Southold Refunding of 2008,2009&2011 Bonds FINAL&VERIFIED NUMBERS Maturity Interest Par Call Call Bond Date Rate Amount Date Price Public Improvement Bonds 2008,2008BOND: 08-BONDS 05/15/2017 4.000% 375,000.00 05/15/2018 4.000% 400,000.00 05/15/2019 4.000% 400,000.00 05/15/2018 100.000 05/15/2020 4.000% 400,000.00 05/15/2018 100.000 05/15/2021 4.000% 425,000.00 05/15/2018 100.000 05/15/2022 4.000% 425,000.00 05/15/2018 100.000 05/15/2023 4.000% 425,000.00 05/15/2018 100.000 05/15/2024 4.000% 450,000.00 05/15/2018 100.000 05/15/2025 4.125% 450,000.00 05/15/2018 100.000 05/15/2026 4.250% 450,000.00 05/15/2018 100.000 05/15/2027 4.250% 450,000.00 05/15/2018 100.000 05/15/2028 4.250% 475,000.00 05/15/2018 100.000 05/15/2029 4.250% 475,000.00 05/15/2018 100.000 05/15/2030 4.250% 475,000.00 05/15/2018 100.000 6,075,000.00 Pubilc Improvement Bonds 2009,2009BOND: 09-BONDS 03/15/2017 4.000% 215,000.00 03/15/2018 4.000% 225,000.00 03/15/2019 4.000% 230,000.00 03/15/2020 4.000% 240,000.00 03/15/2019 100.000 03/15/2021 4.000% 250,000.00 03/15/2019 100.000 03/15/2022 4.000% 260,000.00 03/15/2019 100.000 03/15/2023 4.000% 270,000.00 03/15/2019 100.000 03/15/2024 4.000% 290,000.00 03/15/2019 100.000 03/15/2025 4.125% 300,000.00 03/15/2019 100.000 03/15/2026 4.125% 310,000.00 03/15/2019 100.000 03/15/2027 4.250% 325,000.00 03/15/2019 100.000 03/15/2028 4.250% 330,000.00 03/15/2019 100.000 03/15/2029 4.250% 345,000.00 03/15/2019 100.000 03/15/2030 4.375% 355,000.00 03/15/2019 100.000 3,945,000.00 Public Improvement Bonds 2011,201]BOND: 11 BONDS 08/15/2017 3.000% 640,000.00 08/15/2018 3.000% 650,000.00 08/15/2019 3.000% 665,000.00 08/15/2020 3.000% 675,000.00 08/15/2019 100.000 08/15/2021 3.000% 700,000.00 08/15/2019 100.000 08/15/2022 3.125% 720,000.00 08/15/2019 100.000 08/15/2023 3.250% 740,000.00 08/15/2019 100.000 08/15/2024 3.500% 750,000.00 08/15/2019 100.000 08/15/2025 3.625% 780,000.00 08/15/2019 100.000 08/15/2026 3.750% 735,000.00 08/15/2019 100.000 08/15/2027 4.000% 760,000.00 08/15/2019 100.000 08/15/2028 4.000% 785,000.00 08/15/2019 100.000 08/15/2029 4.000% 810,000.00 08/15/2019 100.000 08/15/2030 4.000% 840,000.00 08/15/2019 100.000 10,250,000.00 20,270,000.00 Schedule B Town of Southold,New York Public Improvement Refunding Serial Bonds-2016 Escrow Deposit Fund Description of Investments 2707031.1 040872 CLD TOWN OF SOUTHOLD SUFFOLK COUNTY,NEW YORK PUBLIC IMPROVEMENT REFUNDING SERIAL BONDS-2016 DESCRIPTION OF THE ESCROWED SECURITIES AS OF OCTOBER 4,2016 Settlement Maturity Par Coupon Total Accrued Total Type Date Date Amount Rate Price Cost Interest Cost T-STRIP 04-Oct-16 15-Feb-17 $140,000.00 0.0001/. 99.783000% $139,696.20 $139,696.20 T-NOTE 04-Oct-16 15-Mar-17 276,000.00 0.750% 100.113281% 276,312.66 $108.65 276,421.31 T-STRIP 04-Oct-16 15-May-17 470,000.00 0.000% 99.581000% 468,030.70 468,030.70 T-NOTE 04-Oct-16 15-Aug-17 810,000.00 0.875% 100.175781% 811,423.83 962.98 812,386.81 T-NOTE 04-Oct-16 15-Sep-17 57,000.00 1.000% 100.300781% 57,171.45 29.92 57,201.37 T-NOTE 04-Oct-16 15-Nov-17 88,000.00 0.875% 100.164063% 88,144.38 297.12 88,441.50 T-STRIP 04-Oct-16 15-Feb-18 164,000.00 0.000% 98.930000% 162,245.20 162,245.20 T-NOTE 04-Oct-16 I5-Mar-18 282,000.00 1.000% 100.367188% 283,035.47 148.01 283,183.48 T-NOTE 04-Oct-16 15-May-18 5,789,000.00 1.000% 100.371094% 5,810,482.62 22,337.99 5,832,820.61 T-NOTE 04-Oct-16 15-Aug-18 814,000.00 1.000% 100.398438% 817,243.28 1,105.98 818,349.26 T-NOTE 04-Oct-16 15-Sep-18 54,000.00 1.000% 100.382813% 54,206.72 28.34 54,235.06 T-NOTE 04-Oct-16 15-Feb-19 158,000.00 0.750% 99.742188% 157,592.66 161.01 157,753.67 T-NOTE 04-Oct-16 15-Mar-19 3,560,000.00 1.000% 100.328125% 3,571,681.25 1,868.51 3,573,549.76 T-STRIP 04-Oct-16 15-Aug-19 9,118,000.00 0.000% 97.359225% 8,877,214.18 8,877,214.18 $21,780,000.00 $21,574,480.60 $27,048.51 $21,601,529.11 i i f I Schedule C Town of Southold,New York Refunded Bonds Debt Service (Escrow Requirement) 2707031.1 040872 CLD TOWN OF SOUTHOLD SUFFOLK COUNTY,NEW YORK PUBLIC IMPROVEMENT REFUNDING SERIAL BONDS-2016 COMBINED ESCROW ACCOUNT DISBURSEMENT REQUIREMENTS FOR THE REFUNDED BONDS AS OF OCTOBER 4,2016 Debt Payment For Refunded Refunded Refunded Payment 2008 Bonds 2009 Bonds 2011 Bonds Total Debt Date (Exhibit B-1) (Exhibit B-2) (Exhibit B-3) Payment 15-Feb-17 $178,168.75 $178,168.75 15-Mar-17 $296,196.88 296,196.88 15-May-17 $499,687.50 499,687.50 15-Aug-17 818,168.75 818,168.75 15-Sep-17 76,896.88 76,896.88 15-Nov-17 117,187.50 117,187.50 15-Feb-18 168,568.75 168,568.75 15-Mar-18 301,896.88 301,896.88 15-May-18 5,817,187.50 5,817,187.50 15-Aug-18 818,568.75 818,568.75 15-Sep-18 72,396.88 72,396.88 15-Feb-19 158,818.75 158,818.75 15-Mar-19 3,577,396.88 3,577,396.88 15-Aug-19 9,118,818.75 9,118,818.75 $6,434,062.50 $4,324,784.40 $11,261,112.50 $22,019,959.40 TOWN OF SOUTHOLD SUFFOLK COUNTY,NEW YORK PUBLIC IMPROVEMENT REFUNDING SERIAL BONDS-2016 ESCROW ACCOUNT DISBURSEMENT REQUIREMENTS FOR THE REFUNDED 2008 BONDS AS OF OCTOBER 4,2016 Payment For Payment Maturing Principal Date Rate Principal . Redeemed Interest Total 15-May-17 4.000% $375,000.00 $124,687.50 $499,687.50 15-Nov-17 117,187.50 117,187.50 15-May-18 Various 400,000.00 $5,300,000.00 117,187.50 5,817,187.50 $775,000.00 $5,300,000.00 $359,062.50 $6,434,062.50 TOWN OF SOUTHOLD SUFFOLK COUNTY,NEW YORK PUBLIC IMPROVEMENT REFUNDING SERIAL BONDS-2016 ESCROW ACCOUNT DISBURSEMENT REQUIREMENTS FOR THE REFUNDED 2009 BONDS AS OF OCTOBER 4,2016 Payment For Payment Maturing Principal Date Rate Principal Redeemed Interest Total 15-Mar-17 4.000% $215,000.00 $81,196.88 $296,196.88 15-Sep-17 76,896.88 76,896.88 15-Mar-18 4.000% 225,000.00 76,896.88 301,896.88 15-Sep-18 72,396.88 72,396.88 15-Mar-19 Various 230,000.00 $3,275,000.00 72,396.88 3,577,396.88 $670,000.00 $3,275,000.00 $379,784.40 $4,324,784.40 TOWN OF SOUTHOLD SUFFOLK COUNTY,NEW YORK PUBLIC IMPROVEMENT REFUNDING SERIAL BONDS-2016 ESCROW ACCOUNT DISBURSEMENT REQUIREMENTS FOR THE REFUNDED 2011 BONDS AS OF OCTOBER 4,2016 Payment For Payment Maturing Principal Date Rate Principal Redeemed Interest Total 15-Feb-17 $178,168.75 $178,168.75 15-Aug-17 3.000% $640,000.00 178,168.75 818,168.75 15-Feb-18 168,568.75 168,568.75 15-Aug-18 3.000% 650,000.00 168,568.75 818,568.75 15-Feb-19 158,818.75 158,818.75 15-Aug-19 Various 665,000.00 $8,295,000.00 158,818.75 9,118,818.75 $1,955,000.00 $8,295,000.00 $1,011,112.50 $11,261,112.50 TOWN OF SOUTHOLD SUFFOLK COUNTY,NEW YORK PUBLIC IMPROVEMENT REFUNDING SERIAL BONDS-2016 DEBT SERVICE REQUIREMENTS FOR THE REFUNDED 2008 BONDS ASSUMING NO OPTIONAL REDEMPTIONS PRIOR TO MATURITY AS OF OCTOBER 4,2016 (FOR INFORMATIONAL PURPOSES ONLY) Payment Payment For Total Debt Date Rate Principal Interest Payment 15-May-17 4.000% $375,000.00 $124,687.50 $499,687.50 15-Nov-17 117,187.50 117,187.50 15-May-18 4.000% 400,000.00 117,187.50 517,187.50 15-Nov-18 109,187.50 109,187.50 15-May-19 4.000% 400,000.00 109,187.50 509,187.50 15-Nov-19 101,187.50 101,187.50 15-May-20 4.000% 400,000.00 101,187.50 501,187.50 15-Nov-20 93,187.50 93,187.50 15-May-21 4,000% 425,000.00 93,187.50 518,187.50 15-Nov-21 84,687.50 84,687.50 15-May-22 4.000% 425;000.00 84,687.50 509,687.50 15-Nov-22 76,187.50 76,187.50 15-May-23 4.000% 425,000.00 76,187.50 501,187.50 15-Nov-23 67,687.50 67,687.50 15-May-24 4.000% 450,000.00' 67,687.50 517,687.50 15-Nov-24 58,687.50 58,687.50 15-May-25 4.125% 450,000.00 58,687.50 508,687.50 15-Nov-25 49,406.25 49,406.25 15-May-26 4.250% 450,000.00 49,406.25 499,406.25 15-Nov-26 39,843.75 39,843.75 15-May-27 4.250% 450,000.00 39,843.75 489,843.75 15-Nov-27 30,281.25 30,281.25 15-May-28 4.250% 475,000.00 30,281.25 505,281.25 15-Nov-28 20,187.50 20,187.50 15-May-29 4.250% 475,000.00 20,187.50 495,187.50 15-Nov-29 10,093.75 10,093.75 15-May-30 4.250% 475,000.00 10,093.75 485,093.75 $6,075,000.00 $1,840,312.50 $7,915,312.50 TOWN OF SOUTHOLD SUFFOLK COUNTY,NEW YORK PUBLIC IMPROVEMENT REFUNDING SERIAL BONDS-2016 DEBT SERVICE REQUIREMENTS FOR THE REFUNDED 2009 BONDS ASSUMING NO OPTIONAL REDEMPTIONS PRIOR TO MATURITY AS OF OCTOBER 4,2016 (FOR INFORMATIONAL PURPOSES ONLY) Payment Payment For Total Debt Date Rate Principal Interest Payment 15-Mar-17 4.000% $215,060.00 $81,196.88 $296,196.88 15-Sep-17 76,896.88 76,896.88 15-Mar-18 4.000% 225,000.00 76,896.88 301,896.88 15-Sep-18 72,396.88 72,396.88 15-Mar-19 4.000% 230,000.00 72,396.88 302,396.88 15-Sep-19 67,796.88 67,796.88 15-Mar-20 4.000% 240,000.00 67,796.88 307,796.88 15-Sep-20 62,996.88 62,996.88 15-Mar-21 4.000% 250,000.00 62,996.88 312,996.88 15-Sep-21 57,996.88 57,996.88 15-Mar-22 4.000% 260,000.00 57,996.88 317,996.88 15-Sep-22 52,796.88 52,796.88 15-Mar-23 4.000% 270,000.00 52,796.88 322,796.88 15-Sep-23 47,396.88 47,396.88 15-Mar-24 4.000% 290,000.00 47,396.88 337,396.88 15-Sep-24 41,596.88 41,596.88 15-Mar-25 4.125% 300,000.00 41,596.88 341,596.88 15-Sep-25 35,409.38 35,409.38 15-Mar-26 4.125% 310,000.00 35,409.38 345,409.38 15-Sep-26 29,015.63 29,015.63 15-Mar-27 4.250% 325,000.00 29,015.63 354,015.63 15-Sep-27 22,109.38 22,109.38 15-Mar-28 4.250% 330,000.00 22,109.38 352,109.38 15-Sep-28 15,096.88 15,096.88 15-Mar-29 4.250% 345,000.00 15,096.88 360,096.88 15-Sep-29 7,765.63 7,765.63 15-Mar-30 4.375% 355,000.00 7,765.63 362,765.63 $3,945,000.00 $1,259,740.76 $5,204,740.76 TOWN OF SOUTHOLD SUFFOLK COUNTY,NEW YORK PUBLIC IMPROVEMENT REFUNDING SERIAL BONDS-2016 DEBT SERVICE REQUIREMENTS FOR THE REFUNDED 2011 BONDS ASSUMING NO OPTIONAL REDEMPTIONS PRIOR TO MATURITY AS OF OCTOBER 4,2016 (FOR INFORMATIONAL PURPOSES ONLY) Payment Payment For Total Debt Date Rate Principal Interest Payment 15-Feb-17 $178,168.75 $178,168.75 15-Aug-17 3.000% $640,000.00 178,168.75 818,168.75 15-Feb-18 168,568.75 168,568.75 15-Aug-18 3.000% 650,000.00 168,568.75 818,568.75 15-Feb-19 158,818.75 158,818.75 15-Aug-19 3.000% 665,000.00 158,818.75 823,818.75 15-Feb-20 148,843.75 148,843.75 15-Aug-20 3.000% 675,000.00 148,843.75 823,843.75 15-Feb-21 138,718.75 138,718.75 15-Aug-21 3.000% 700,000.00 138,718.75 838,718.75 15-Feb-22 128,218.75 128,218.75 15-Aug-22 3.125% 720,000.00 128,218.75 848,218.75 15-Feb-23 116,968.75 116,968.75 15-Aug-23 3.250% 740,000.00 116,968.75 856,968.75 15-Feb-24 104,943.75 104,943.75 15-Aug-24 3.500% 750,000.00 104,943.75 854,943.75 15-Feb-25 91,818.75 91,818.75 15-Aug-25 3.625% 780,000.00 91,818.75 871,818.75 15-Feb-26 77,681.25 77,681.25 15-Aug-26 3.750% 735,000.00 77,681.25 812,681.25 15-Feb-27 63,900.00 63,900.00 15-Aug-27 4.000% 760,000.00 63,900.00 823,900.00 15-Feb-28 48,700.00 48,700.00 15-Aug-28 4.000% 785,000.00 48,700.00 833,700.00 15-Feb-29 33,000.00 33,000.00 15-Aug-29 4.000% 810,000.00 33,000.00 843,000.00 15-Feb-30 16,800.00 16,800.00 15-Aug-30 4.000% 840,000.00 16,800.00 856,800.00 $10,250,000.00 $2,950,300.00 $13,200,300.00 Schedule D Reinvestment Government Securities (none) 2707031.1 040872 CLD The Bank of New York Mellon �EscroW.Holder's Certificate I, the undersigned officer of The Bank of New York 1Vlell6ri, (the. "Escrow Holder") certify to`the following (i) the Escrow Holder is a banking corporation organized under the laws,of the State,of New York which is authonzed under the laws of;the State of New or and has corporate power and capacity to execute and deliver the;Escrow Contract dated as of October 4, 2010:(the ``Escrow Contract".) by and between the Town of Southold, m A e County of Suffolk, New York and the Escrow Holder, and to accept and execute.the trusts created under the Escrow Contract where required, (ii) the execution and delivery of:the Escrow; Contract ave ,been duly authorized by the,Escrow 'Holder; the •Escrow Contract.has been duly executed sand delivered by th.'Escrow Holder and the trusts created thereunder have been accepted on behalf of the Escrow Holder:by officers:of the Escrow Holder pursuant to such authority arid; to the best `of such officer's knowledge, the Escrow Contract;upon delivery thereof by the Escrow`Holder will constitute an enforceable obligation of the Escrow Holder, except as such enforceability' may be linuted_ by applicable bankruptcy, insolvency, reorgamzation,moratorium or similar laws affecting the enforceability of creditor s rights . generally and.by general ppinciples.of equality (regardless of whether; enforcement,is brought as a proceedin' in e' ui or law (iii)" to such officer's'knowledge, there is no�action, suit,proceeding; inquiry or investigation, at law.`or in equity by any .court, public. board or,body, pending _or threatened, wherein'an unfavorable decision,ruling or finding would adversely affect the validity or enforceability of the Escrow Contract with respect to the duties of the Escrow Holder thereunder to the knowledge of the Escrow Holder; and (iv) to such officer's knowledge, the execution and delivery of the Escrow Contract and the performance by the.Escrow Holder.of its obligations thereunder do not violate or constitute a default under any court order or any agreement, indenture, mortgage, lease, note or other agreement or instrument which is binding upon the Escrow Holder. IN WITNESS WHEREOF, The Bank of New York Mellon has caused this certificate to be executed in its corporate name by an officer thereunto duly authorized. Dated: October 4, 2016 The Bank of Mellon B stopher Spinelli Ti ice President DEPOSIT OF BOND PROCEEDS AND.AS TO OTHER MATTERS I, the undersigned officer of The Bank of`New York;Mellon, a banking corporation organized and existing under the laws of the State 0f New York; which has agreed to act as escrow holder (the "Escrow Holder") under the terms of the escrow contract with the Town of.Southold, :New.York n the County of Suffolk, New York.(the'"Issuer'), dated as.of October 4; 2016 (the`Escrow Contract")'DO HEREBY CERTIFY that: 1. I am authorized to acknowledge receipt of the proceeds of the $20;290,000 Public Improvement Refunding Serial:Bonds 2016 of the Issuer(the`Bonds") 2. The Escrow Holder. as ,of the date hereof has received from Roosevelt & Cross, Inc., New York; New, (the:"Underwrite?); the amount of$21;692,397.95 (being the par amount' of the'Bonds;`plus net original issue premium`of $1,537;123.55,` less the Underwriter'sdiscount of $134,725.60). Said amount so received includes the $192,200.00 good faith deposit for the Bonds. 3. Of said amount so deposited; $21602,308.51 has been deposited in the Escrow Deposit Fund and $90,089.44 has been deposited in`the.Expenself and(as such terms are defined in the Escrow Contract), in accordance with the terms of the Escrow Contract. IN WITNESS WHEREOF, I have hereunto,set my hand this 4th day,of October, 2016. THE BANK OF NEW YORK MELLON ESCROW HOLDER B ' Name: stopher Spinelli T' : Vice President TOWN OF SOUTHOLD SUFFOLK COUNTY, NEW YORK VERIFICATION REPORT FOR THE PUBLIC IMPROVEMENT REFUNDING SERIAL BONDS—2016 CAUSEY DEMGEN & MOORE P.c. Certified Public Accountants and Consultants CAUSEY DEMGEN & MOORE Pc. Certified Public Accountants and Consultants 1125 Seventeenth Street-Suite 1450 Denver,Colorado 80202-2025 Telephone:(303)296-2229 Facsimile:(303)296-3731 www.causeycpas.com October 4,2016 Town of Southold Hawkins Delafield&Wood LLP 53095 Main Road 28 Liberty Street Southold,New York 11971 New York,New York 10005 Munistat Services, Inc. 12 Roosevelt Avenue Port Jefferson Station,New York 11776 We have completed our engagement to verify the mathematical accuracy of(a) the computations relating to the adequacy of cash plus U.S. Treasury Securities to be held in escrow to pay the debt service requirements of the following bonds (herein collectively referred to as the "Refunded Bonds") issued by the Town of Southold, Suffolk County, New York (herein referred to as the 'Town' • Public Improvement Serial Bonds — 2008 (herein referred to as the "Refunded 2008 Bonds"), • Public Improvement Serial Bonds — 2009 (herein referred to as the "Refunded 2009 Bonds") and • Public Improvement Serial Bonds — 2011 (herein referred to as the "Refitnded 2011 Bonds"), and (b) the computations supporting the conclusion of Bond Counsel that the Public Improvement Refunding Serial Bonds — 2016 (herein referred to as the "Refunding Bonds") to be issued by the Town are not "arbitrage bonds" under Section 148 of the Internal Revenue Code of 1986, as amended. We express no opinion as to the attainability of the assumptions underlying the computations or the tax-exempt status of the Refunding Bonds. Our verification was performed solely on the information contained in certain schedules of proposed transactions provided by Munistat Services, Inc. (herein referred to as the "Financial Advisor"). In the course of our engagement to verify the mathematical accuracy of the computations in the schedules provided to us, we prepared Exhibits A through D attached hereto and made a part hereof. The scope of our engagement consisted of performing the procedures described herein. These procedures were performed in a manner that we deem to be appropriate. The accompanying exhibits of proposed transactions were prepared on the basis of assumptions underlying the computations and in accordance with the procedures described herein. We did not independently confirm the information used with outside parties. AUSEY Town of Southold October 4, 2016 Page 2 OUR UNDERSTANDING OF THE TRANSACTION The Town intends to issue the Refunding Bonds on October 4, 2016 to advance refund the Refunded Bonds. A portion of the proceeds of the Refunding Bonds will be used to purchase U.S. Treasury Securities and to provide cash that will be placed into an escrow account to advance refund the Refunded Bonds. The Escrow Agent will pay the debt service requirements of the Refunded 2008 Bonds on each scheduled payment date from May 15, 2017 through and including May 15, 2018 and will redeem those Refunded 2008 Bonds maturing on May 15, 2019 and thereafter, at a redemption price equal to 100% of par, on May 15, 2018, which is the first optional redemption date for these bonds. As provided by the Financial Advisor, the debt service requirements of the Refunded 2008 Bonds due on November 15, 2016 will be paid from sources outside of this transaction. The Escrow Agent will pay the debt service requirements of the Refunded 2009 Bonds on each scheduled payment date through and including March 15, 2019 and will redeem those Refunded 2009 Bonds maturing on March 15, 2020 and thereafter, at a redemption price equal to 100% of par, on March 15, 2019,which is the first optional redemption date for these bonds. The Escrow Agent will pay the debt service requirements of the Refunded 2011 Bonds on each scheduled payment date through and including August 15, 2019 and will redeem those Refunded 2011 Bonds maturing on August 15, 2020 and thereafter, at a redemption price equal to 100% of par,on August 15, 2019,which is the first optional redemption date for these bonds. ESCROW ACCOUNT TRANSACTIONS We verified the mathematical accuracy of the accompanying calculations of the escrow account transactions proposed to advance refund the Refunded Bonds. The presently outstanding debt service requirements of the Refunded Bonds will be satisfied by the purchase of U.S. Treasury Securities (as described in Exhibit A-2) plus $779.40 in cash. The securities and cash will be placed in an irrevocable escrow account and held therein until the Refunded Bonds are redeemed as previously described. We read copies of the Official Statements for the Refunded Bonds insofar as these obligations are each described with respect to principal amounts, interest rates, maturity dates, and redemption provisions. We assumed these documents to be accurate and all debt service payments on the Refunded Bonds to be current as of October 4, 2016. We compared the above information set forth in such documents with the related information contained in the schedules provided to us and found the information to be consistent. We read copies of the trade tickets for the U.S. Treasury Securities to be placed in the escrow account insofar as these securities are described with respect to maturing principal amounts, interest rates, maturity dates, and total cost. We compared the above information set forth in such trade Town of Southold 957583_1 . Town of Southold October 4, 2016 Page 3 tickets with the related information contained in the schedules provided to us and found the information to be consistent. Based on the procedures and information set forth above, the computations provided to us and represented in Exhibits A through B-3, which indicate that the cash and securities proposed to be placed in escrow by the Town will produce the amounts necessary to provide for the timely payment of the proposed debt payment schedule on the Refunded Bonds, are mathematically correct. YIELD ON THE REFUNDING BONDS We verified the mathematical accuracy of the accompanying computations of the yield on the Refunding Bonds as of October 4, 2016. For purposes of this calculation, yield is defined as the rate of interest which, using the assumptions and procedures set forth herein, discounts the payments to be made on the Refunding Bonds to an amount equal to the target purchase price of the Refunding Bonds. The computations were made using a 360-day year with interest compounded semi-annually and treated $1,537,123.55 as the net original issue premium (which results in a target purchase price of$21,827,123.55). Based upon the assumptions, procedures and information set forth above, the computations provided to us and represented in Exhibits C and C-1, which indicate that the yield on the Refunding Bonds is 1.65993%, are mathematically correct. YIELD ON THE INVESTMENT IN THE ESCROWED OBLIGATIONS PURCHASED WITH REFUNDING BOND PROCEEDS We verified the mathematical accuracy of the accompanying computation of the yield on the investment in the escrowed U.S. Treasury Securities purchased with Refunding Bond proceeds based on an assumed settlement date of October 4, 2016 and a purchase price of$21,601,529.11. For purposes of this calculation, yield is defined as the rate of interest which, using the assumptions and procedures set forth herein, discounts the cash receipts from the escrowed securities to an amount equal to the purchase price of the escrowed securities. The computations were made using a 360-day year with interest compounded semi-annually and were based on the dates the funds are to be received in the escrow account and assume that all cash balances are not reinvested. Based upon the procedures and information set forth above, the computations provided to us and represented in Exhibit D, which indicate that the yield on the escrowed securities purchased with Refunding Bond proceeds is 0.87449% (which is less than the yield on the Refunding Bonds), are mathematically correct. USE OF THIS REPORT It is understood that this report is solely for the information of and assistance to the addressees hereof in connection with the issuance of the Refunding Bonds and is not to be used, relied upon, circulated, quoted or otherwise referred to for any other purpose without our written consent,except Town of Southold 957583_1 n Town of Southold October 4,2016 Page 4 that (i) reference may be made to the report in the Official Statement for the Refunding Bonds, (ii) reference may be made to the report in the purchase contract or in any closing documents pertaining to the issuance of the Refunding Bonds, (iii) the report may be used in its entirety as an exhibit to j. the escrow agreement for the Refunded Bonds, (iv) the report may be included in the transcripts pertaining to the issuance of the Refunding Bonds, (v) the report may be relied upon by Bond Counsel in connection with its opinions concerning the Refunded Bonds and the Refunding Bonds, (vi) the report may be relied upon by any rating agency or bond insurer that shall have rated or insured or that will rate or insure the Refunded Bonds or the Refunding Bonds, and (vii) the report may be relied upon by the Escrow Agent for the Refunded Bonds. The scope of our engagement is deemed by the addressees hereto to be sufficient to assist such parties in evaluating the mathematical accuracy of the various computations cited above. The sufficiency of this scope is solely the responsibility of the specified users of this report and should not be taken to supplant any additional inquiries or procedures that the users would undertake in their consideration of the issuance of the bonds related to the transaction described herein. We make no representation regarding the sufficiency of the scope of this engagement. This report should not be used by any party who does not agree to the scope set forth herein and who does not take responsibility for the sufficiency and appropriateness of such scope for their purposes. We have no obligation to update this report because of events, circumstances, or transactions occurring subsequent to the date of this report. Very truly yours, C_ To—%of Southold 9575831 EXHIBIT A TOWN OF SOUTHOLD SUFFOLK COUNTY,NEW YORK PUBLIC IMPROVEMENT REFUNDING SERIAL BONDS-2016 ESCROW ACCOUNT CASH FLOW AS OF OCTOBER 4,2016 Cash Receipts From Cash U.S.Treasury Disbursements Securities From Escrow Cash Date (Exhibit A-1) (Exhibit B) Balance Beginning Balance: $779.40 15-Nov-16 $29,330.00 30,109.40 15-Feb-17 148,206.25 $178,168.75 146.90 15-Mar-17 296,800.00 296,196.88 750.02 15-May-17 499,330.00 499,687.50 392.52 15-Aug-17 818,206.25 818,168.75 430.02 15-Sep-17 76,765.00 76,896.88 298.14 15-Nov-17 117,330.00 117,187.50 440.64 15-Feb-18 168,662.50 168,568.75 534.39 15-Mar-18 301,480.00 301,896.88 117.51 15-May-18 5,817,945.00 5,817,187.50 875.01 15-Aug-18 818,662.50 818,568.75 968.76 15-Sep-18 72,070.00 72,396.88 641.88 15-Feb-19 158,592.50 158,818.75 415.63 15-Mar-19 3,577,800.00 3,577,396.88 818.75 15-Aug-19 9,118,000.00 9,118,818.75 0.00 $22,019,180.00 $22,019,959.40 EXHIBIT A-1 Page 1 of 2 TOWN OF SOUTHOLD SUFFOLK COUNTY,NEW YORK PUBLIC IMPROVEMENT REFUNDING SERIAL BONDS-2016 CASH RECEIPTS FROM THE ESCROWED SECURITIES AS OF OCTOBER 4,2016 $140,000.00 $276,000.00 $470,000.00 $810,000.00 $57,000.00 $88,000.00 $164,000.00 $282,000.00 0.000% 0.750% 0.000% 0.875% 1.000% 0.875% 0.000% 1.000% Payment T-STRIP T-NOTE T-STRIP T-NOTE T-NOTE T-NOTE T-STRIP T-NOTE Date 15-Feb-17 15-Mar-17 15-May-17 15-Aug-17 15-Sep-17 15-Nov-17 15-Feb-18 15-Mar-18- 15-Nov-16 $385.00 . 15-Feb-17 $140,000.00 $3,543.75 15-Mar-17 $277,035.00 $285.00 $1,410.00 15-May-17 $470,000.00 385.00 15-Aug-17 813,543.75 15-Sep-17 57,285.00 1,410.00 15-Nov-17 88,385.00 15-Feb-18 $164,000.00 15-Mar-18 283,410.00 15-May-18 15-Au;-18 15-Sep-18 15-Feb-19 15-Mar-19 15-Aug-19 $140,000.00 $277,035.00 $470,000.00 $817,087.50 $57,570.00 $89,155.00 $164,000.00 $286,230.00 EXHIBIT A-1 Page 2 of 2 EXHIBIT A-1 TOWN OF SOUTHOLD SUFFOLK COUNTY,NEW YORK PUBLIC IMPROVEMENT REFUNDING SERIAL BONDS-2016 CASH RECEIPTS FROM THE ESCROWED SECURITIES AS OF OCTOBER 4,2016 $5,789,000.00 $814,000.00 $54,000.00 $158,000.00 $3,560,000.00 $9,118,000.00 1.000% 1.000% 1.000% 0.750% 1.000% 0.000% Total Payment T-NOTE T-NOTE T-NOTE T-NOTE T-NOTE T-STRIP Cash Date 15-May-18 15-Aug-18 15-Sep-18 15-Feb-19 15-Mar-19 15-Aug-19. Receipts 15-Nov-16 $28,945.00 $29,330.00 15-Feb-17 $4,070.00 $592.50 148,206.25 15-Mar-17 $270.00 $17,800.00 296,800.00 15-May-17 28,945.00 499,330.00 15-Aug-17 4,070.00 592.50 818,206.25 15-Sep-17 270.00 17,800.00 76,765.00 15-Nov-17 28,945.00 117,330.00 15-Feb-18 4,070.00 592.50 168,662.50 15-Mar-18 270.00 17,800.00 301,480.00 15-May-18 5,817,945.00 5,817,945.00 15-Aug-18 818,070.00 592.50 818,662.50 15-Sep-18 54,270.00 17,800.00 72,070.00 15-Feb-19 158,592.50 158,592.50 15-Mar-19 3,577,800.00 3,577,800.00 15-Aug 19 $9,118,000.00 9,118,000.00 $5,904,780.00 $830,280.00 $55,080.00 $160,962.50 $3,649,000.00 $9,118,000.00 $22,019,180.00 EXHIBIT A-2 TOWN OF SOUTHOLD SUFFOLK COUNTY,NEW YORK PUBLIC IMPROVEMENT REFUNDING SERIAL BONDS-2016 DESCRIPTION OF THE ESCROWED SECURITIES AS OF OCTOBER 4,2016 Settlement Maturity Par Coupon Total Accrued Total Type Date Date Amount Rale Price Cost Interest Cost T-STRIP 04-Oct-16 15-Feb-17 $140,000.00 0.000% 99.783000% $139,696.20 $139,696.20 T-NOTE 04-Oct-16 15-Mar-17 276,000.00 0.750% 100.113281% 276,312.66 $108.65 276,421.31 T-STRIP 04-Oct-16 15-May-17 470,000.00 0.000% 99,581000% 468,030.70 468,030.70 T-NOTE 04-Oct-16 15-Aug-17 810,000.00 0.875% 100,175781% 811,423.83 962.98 812,386.81- T-NOTE 04-Oct-16 15-Sep-17 57,000.00 1.000% 100.300781% 57,171.45 29.92 57,201.37 T-NOTE 04-Oct-16 15-Nov-17 88,000.00 0.875% 100.164063% 88,144.38 297.12 88,441.50 T-STRIP 04-Oct-16 15-Feb-18 164,000.00 0.000% 98.930000% 162,245.20 162,245.20 T-NOTE 04-Oct-16 15-Mar-18 282,000.00 1.000% 100.367188% 283,035.47 148.01 283,183.48 T-NOTE 04-Oct-16 15-May-18 5,789,000.00 1.000% 100.371094% 5,810,482.62 22,337.99 5,832,820.61 T-NOTE 04-Oct-16 15-Aug-18 814,000.00 1.000% 100.398438% 817,243.28 1,105.98 818,349.26 T-NOTE04-Oct-16 15-Sep-18 54,000.00 1.000% 100.382813% 54,206.72 28.34 54,235.06 T-NOTE 04-Oct-16 15-Feb-19 158,000.00 0.750% 99.742188% 157,592.66 161.01 157,753.67 T-NOTE 04-Oct-16 15-Mar-19 3,560,000.00 1.000% 100.328125% 3,571,681.25 1,868.51 3,573,549.76 T-STRIP 04-Oct-16 15-Aug-19 9,118,000.00 0.000% 97.359225% 8,877,214.18 8,877,214.18 $21,780,000.00 $21,574,480.60 $27,048.51 $21,601,529.11 EXHIBIT B TOWN OF SOUTHOLD SUFFOLK COUNTY,NEW YORK PUBLIC IMPROVEMENT REFUNDING SERIAL BONDS-2016 COMBINED ESCROW ACCOUNT DISBURSEMENT REQUIREMENTS FOR THE REFUNDED BONDS AS OF OCTOBER 4,2016 Debt Payment For Refunded Refunded Refunded Payment 2008 Bonds 2009 Bonds 2011 Bonds Total Debt Date (Exhibit B-1) (Exhibit B-2) (Exhibit B-3) Payment 15-Feb-17 $178,168.75 $178,168.75 15-Mar-17 $296,196.88 296,196.88 15-May-17 $499,687.50 499,687.50 15-Aug-17 818,168.75 818,168.75 15-Sep-17 76,896.88 76,896.88 15-Nov-17 l 17,187.50 117,187.50 15-Feb-18 168,568.75 168,568.75 15-Mar-18 301,896.88 301,896.88 15-May-18 5,817,187.50 5,817,187.50 15-Aug-18 818,568.75 818,568.75 15-Sep-18 72,396.88 72,396.88 15-Feb-19 158,818.75 158,818.75 15-Mar-19 3,577,396.88 3,577,396.88 15-Aug-19 9,118,818.75 9,118,818.75 $6,434,062.50 $4,324,784.40 $11,261,112.50 $22,019,959.40 EXHIBIT B-1 TOWN OF SOUTHOLD SUFFOLK COUNTY,NEW YORK PUBLIC IMPROVEMENT REFUNDING SERIAL BONDS-2016 ESCROW ACCOUNT DISBURSEMENT REQUIREMENTS FOR THE REFUNDED 2008 BONDS AS OF OCTOBER 4,2016 Payment For Payment Maturing Principal Date Rate Principal Redeemed Interest Total 15-May-17 4.000% $375,000.00 $124,687.50 $499,687.50 15-Nov-17 1 17,187.50 117,187.50 15-May-18 Various 400,000.00 $5,300,000.00 117,187.50 5,817,187.50 $775,000.00 $5,300,000.00 $359,062.50 $6,434,062.50 EXHIBIT B-2 TOWN OF SOUTHOLD SUFFOLK COUNTY,NEW YORK PUBLIC IMPROVEMENT REFUNDING SERIAL BONDS-2016 ESCROW ACCOUNT DISBURSEMENT REQUIREMENTS FOR THE REFUNDED 2009 BONDS AS OF OCTOBER 4,2016 Payment For Payment Maturing Principal Date Rate Principal Redeemed Interest Total 15-Mar-l7 4.000% $215,000.00 $81,196.88 $296,196.88 15-Sep-17 76,896.88 76,896.88 15-Mar-18 4.000% 225,000.00 76,896.88 301,896.88 15-Sep-18 72,396.88 72,396.88 15-Mar-19 Various 2.30,000.00 $3,275,000.00 72,396.88 3,577,396.88 $670,000.00 $3,275,000.00 $379,784.40 $4,324,784.40 EXHIBIT B-3 TOWN OF SOUTHOLD SUFFOLK COUNTY,NEW YORK PUBLIC IMPROVEMENT REFUNDING SERIAL BONDS-2016 ESCROW ACCOUNT DISBURSEMENT REQUIREMENTS FOR THE REFUNDED 2011 BONDS AS OF OCTOBER 4,2016 Payment For Payment Maturing Principal Date Rate Principal Redeemed Interest Total 15-Feb-17 $178,168.75 $178,168.75 15-Aug-17 3.000% $640,000.00 178,168.75 818,168.75 15-Feb-18 168,568.75 168,568.75 15-Aug-18 3.000% 650,000.00 168,568.75 818,568.75 15-Feb-19 158,818.75 158,818.75 15-Aug-19 Various 665,000.00 $8,295,000.00 158,818.75 9,118,818.75 $1,955,000.00 $8,295,000.00 $1,011,112.50 $11,261,1I2.50 EXHIBIT B-4 TOWN OF SOUTHOLD SUFFOLK COUNTY,NEW YORK PUBLIC IMPROVEMENT REFUNDING SERIAL BONDS-2016 DEBT SERVICE REQUIREMENTS FOR THE REFUNDED 2008 BONDS ASSUMING NO OPTIONAL REDEMPTIONS PRIOR TO MATURITY AS OF OCTOBER 4,2016 (FOR INFORMATIONAL PURPOSES ONLY) Payment Payment For Total Debt Date Rate Principal Interest Payment 15-May-17 4.000% $375,000.00 $124,687.50 $499,687.50 15-Nov-17 117,187.50 117,187.50 15-May-18 4.000% 400,000.00 117,187.50 517,187.50 15-Nov-18 109,187.50 109,187.50 15-May-19 4.000% 400,000.00 109,187.50 509,187.50 15-Nov-19 101,187.50 101,187.50 15-May-20 4.000% 400,000.00 101,187.50 501,187.50 15-Nov-20 93,187.50 93,187.50 15-May-21 4.000% 425,000.00 93,187.50 518,187.50 15-Nov-21 84,687.50 84,687.50 15-May-22 4.000% 425,000.00 84,687.50 509,687.50 15-Nov-22 76,187.50 76,187.50 15-May-23 4.000% 425,000.00 76,187.50 501,187.50 15-Nov-23 67,687.50 67,687.50 15-May-24 4.000% 450,000.00 67,687.50 517,687.50 15-Nov-24 58,687.50 58,687.50 15-May-25 4.125% 450,000.00 58,687.50 508,687.50 15-Nov-25 49,406.25 49,406.25 15-May-26 4.250% 450,000.00 49,406.25 499,406.25 15-Nov-26 39,843.75 39,843.75 15-May-27 4.250% 450,000.00 39,843.75 489,843.75 15-Nov-27 30,281.25 30,281.25 15-May-28 4.250% 475,000.00 30,281.25 505,281.25 15-Nov-28 20,187.50 20,187.50 15-May-29 4.250% 475,000.00 20,187.50 495,187.50 15-Nov-29 10,093.75 10,093.75 15-May-30 4.250% 475,000.00 10,093.75 485,093.75 $6,075,000.00 $1,840,312.50 $7,915,312.50 EXHIBIT B-5 TOWN OF SOUTHOLD SUFFOLK COUNTY,NEW YORK PUBLIC IMPROVEMENT REFUNDING SERIAL BONDS-2016 DEBT SERVICE REQUIREMENTS FOR THE REFUNDED 2009 BONDS ASSUMING NO OPTIONAL REDEMPTIONS PRIOR TO MATURITY AS OF OCTOBER 4,2016 (FOR INFORMATIONAL PURPOSES ONLY) Payment Payment For Total Debt Date Rate Principal Interest Payment 15-Mar-17 4.000% $215,000.00 $81,196.88 $296,196.88 15-Sep-17 76,896.88 76,896.88 15-Mar-18 4.000% 225,000.00 76,896.88 301,896.88 15-Sep-18 72,396.88 72,396.88 15-Mar-19 4.000% 230,000.00 72,396.88 302,396.88 15-Sep-19 67,796.88 67,796.88 15-Mar-20 4.000% 240,000.00 67,796.88 307,796.88 15-Sep-20 62,996.88 62,996.88 15-Mar-21 4.000% 250,000.00 62,996.88 312,996.88 15-Sep-21 57,996.88 57,996.88 15-Mar-22 4.000% 260,000.00 57,996.88 317,996.88 15-Sep-22 52,796.88 52,796.88 15-Mar-23 4.000% 270,000.00 52,796.88 322,796.88 15-Sep-23 47,396.88 47,396.88 15-Mar-24 4.000% 290,000.00 47,396.88 337,396.88 15-Sep-24 41,596.88 41,596.88 15-Mar-25 4.125% 300,000.00 41,596.88 341,596.88 15-Sep-25 35,409.38 35,409.38 15-Mar-26 4.125% 310,000.00 35,409.38 345,409.38 15-Sep-26 29,015.63 29,015.63 15-Mar-27 4.250% 325,000.00 29,015.63 354,015.63 15-Sep-27 22,109.38 22,109.38 15-Mar-28 4.250% 330,000.00 22,109.38 352,109.38 15-Sep-28 15,096.88 15,096.88 15-Mar-29 4.250% 345,000.00 15,096.88 360,096.88 15-Sep-29 7,765.63 7,765.63 15-Mar-30 4.375% 355,000.00 7,765.63 362,765.63 $3,945,000.00 $1,259,740.76 $5,204,740.76 EXHIBIT B-6 TOWN OF SOUTHOLD SUFFOLK COUNTY,NEW YORK PUBLIC IMPROVEMENT REFUNDING SERIAL BONDS-2016 DEBT SERVICE REQUIREMENTS FOR THE REFUNDED 2011 BONDS ASSUMING NO OPTIONAL REDEMPTIONS PRIOR TO MATURITY AS OF OCTOBER 4,2016 (FOR INFORMATIONAL PURPOSES ONLY) Payment Payment For Total Debt Date Rate Principal Interest Payment 15-Feb-17 $178,168.75 $178,168.75 15-Aug-17 3.000% $640,000.00 178,168.75 818,168.75 15-Feb-18 168,568.75 168,568.75 15-Aug-18 3.000% 650,000.00 168,568.75 818,568.75 15-Feb-19 158,818.75 158,818.75 15-Aug-19 3.000% 665,000.00 158,818.75 823,818.75 15-Feb-20 148,843.75 148,843.75 15-Aug-20 3.000% 675,000.00 148,843.75 823,843.75 15-Feb-21 138,718.75 138,718.75 15-Aug-21 3.000% 700,000.00 138,718.75 838,718.75 15-Feb-22 128,218.75 128,218.75 15-Aug-22 3.125% 720,000.00 128,218.75 848,218.75 15-Feb-23 116,968.75 116,968.75 15-Aug-23 3.250% 740,000.00 116,968.75 856,968.75 15-Feb-24 104,943.75 104,943.75 15-Aug-24 3.500% 750,000.00 104,943.75 854,943.75 15-Feb-25 91,818.75 91,818.75 15-Aug-25 3.625% 780,000.00 91,818.75 871,818.75 15-Feb-26 77,681.25 77,681.25 15-Aug-26 3.750% 735,000.00 77,681.25 812,681.25 . 15-Feb-27 63,900.00 63,900.00 15-Aug-27 4.000% 760,000.00 63,900.00 823,900.00 15-Feb-28 48,700.00 48,700.00 15-Aug-28 4.000% 785,000.00 48,700.00 833,700.00 15-Feb-29 33,000.00 33,000.00 15-Aug-29 4.000% 810,000.00 33,000.00 843,000.00 15-Feb-30 16,800.00 16,800.00 15-Aug-30 4.000% 840,000.00 16,800.00 856,800.00 $10,250,000.00 $2,950,300.00 $13,200,300.00 EXHIBIT C TOWN OF SOUTHOLD SUFFOLK COUNTY,NEW YORK PUBLIC IMPROVEMENT REFUNDING SERIAL BONDS-2016 YIELD ON THE REFUNDING BONDS AS OF OCTOBER 412016 Present Value at October 4,2016 Total Debt Using a Semi-Annually Payment Payment Compounded Yield of Date (Exhibit C-1) 1.65993% 15-Feb-17 $1,541,755.09 $1,532,508.66 15-Aug-17 298,421.88 294,190.46 15-Feb-18 1,578,421.88 1,543,232.56 15-Aug-18 272,821.88 264,543.96 15-Feb-19 1,577,821.88 1,517,354.30 15-Aug-19 246,721.88 235,313.62 15-Feb-20 1,571,721.88 1,486,707.26 15-Aug-20 220,221.88 206,595.38 15-Feb-21 1,610,221.88 1,498,153.20 15-Aug-21 199,371.88 183,969.05 15-Feb-22 1,619,371.88 1,481,964.62 15-Aug-22 170,971.88 15 5,176.62 15-Feb-23 1,625,971.88 1,463,608.80 15-Aug-23 141,871.88 126,653.93 15-Feb-24 1,666,871.88 1,475,825.26 15-Aug-24 1 1 1,371.88 97,795.45 15-Feb-25 1,681,371.88 1,464,256.76 15-Aug-25 79,971.88 69,071.86 15-Feb-26 1,599,971.88 1,370,523.69 15-Aug-26 64,771.88 55,026.40 15-Feb-27 1,589,771.88 1,339,460.00 15-Aug-27 49,521.88 41,381.14 15-Feb-28 1,594,521.88 1,321,436.07 15-Aug-28 34,071.88 28,004.13 15-Feb-29 1,589,071.88 1,295,328.61 15-Aug-29 17,550.00 14,188.09 15-Feb-30 1,577,550.00 1,264,853.67 $24,332,080.21 $21,827,123.55 Dated Date: 04-Oct-16 Delivery Date: 04-Oct-16 The above aggregate present value of the future payments equals the following: Par Value of the Issue $20,290,000.00 Net Original Issue Premium 1,537,123.55 Proceeds on Delivery Date $21,827,123.55 EXHIBIT C-1 TOWN OF SOUTHOLD SUFFOLK COUNTY,NEW YORK PUBLIC IMPROVEMENT REFUNDING SERIAL BONDS-2016 REFUNDING BOND DEBT SERVICE REQUIREMENTS AND PRODUCTION AS OF OCTOBER 4,2016 Original Issue Payment Payment For Total Debt Reoffering Premium/ Total Date Rate Principal Interest Payment Price (Discount) Production 15-Feb-17 2.000% $1,315,000.00 $226,755.09 $1,541,755.09 100.515% $6,772.25 $1,321,772.25 15-Aug-17 298,421.88 298,421.88 15-Feb-18 4.000% 1,280,000.00 298,421.88 1,578,421.88 104.512% 57,753.60 1,337,753.60 15-Aug-18 272,821.88 272,821.88 15-Feb-19 4,000% 1,305,000.00 272,821.88 1,577,821.88 107.600% 99,180.00 1,404,180.00 15-Aug-19 246,721.88 246,721.88 15-Feb-20 4.000% 1,325,000.00 246,721.88 1,571,721.88 110.458% 138,568.50 1,463,568.50 15-Aug-20 220,221.88 220,221.88 15-Feb-21 3.000% 1,390,000.00 220,221.88 1,610,221.88 108.876% 123,376.40 1,513,376.40 15-Aug-21 199,371.88 199,371.88 15-Feb-22 4.000% 1,420,000.00 199,371.88 1,619,371.88 115.402% 218,708.40 1,638,708.40 15-Aug-22 170,971.88 170,971.88 15-Feb-23 4.000% 1,455,000.00 170,971.88 1,625,971.88 117.372% 252,762.60 1,707,762.60 15-Aug-23 141,871.88 141,871.88 15-Feb-24 4.000% 1,525,000.00 141,871.88 1,666,871.88 118.978% 289,414.50 1,814,414.50 15-Aug-24 1 1 1,371.88 111,371.88 15-Feb-25 4.000% 1,570,000.00 111,371.88 1,681,371.88 120.627% 323,843.90 1,893,843.90 15-Aug-25 79,971.88 79,971.88 15-Feb-26 2.000% 1,520,000.00 79,971.88 1,599,971.88 101.936% 29,427.20 1,549,427.20 15-Aug-26 64,771.88 64,771.88 15-Feb-27 2.000% 1,525,000.00 64,771.88 1,589,771.88 100.614% 9,363.50 1,534,363.50 15-Aug-27 49,521.88 49,521.88 15-Feb-28 2.000% 1,545,000.00 49,521.88 1,594,521.88 99.494% (7,817.70) 1,537,182.30 15-Aug-28 34,071.88 34,071.88 15-Feb-29 2.125% 1,555,000.00 34,071.88 1,589,071.88 99.728% (4,229.60) 1,550,770.40 15-Aug-29 17,550.00 17,550.00 15-Feb-30 2.250% 1,560,000.00 17,550.00 1,577,550.00 100.000% 1,560,000.00 $20,290,000.00 $4,042,080.21 $24,332,080.21 $1,537,123.55 $21,827,123.55 EXHIBIT D TOWN OF SOUTHOLD SUFFOLK COUNTY,NEW YORK PUBLIC IMPROVEMENT REFUNDING SERIAL BONDS-2016 YIELD ON THE ESCROWED SECURITIES AS OF OCTOBER 4,2016 Total Cash Present Value at Receipts From October 4,2016 U.S.Treasury Using a Semi-Annually Securities Compounded Yield of Date (Exhibit A) 0.87449% 15-Nov-16 $29,330.00 $29,300.87 15-Feb-17 148,206.25 147,736.41 15-Mar-17 296,800.00 295,644.03 15-May-17 499,330.00 496,662.41 15-Aug-17 818,206.25 812,061.71 15-Sep-17 76,765.00 76,133.13 15-Nov-17 1 17,330.00 116,195.13 15-Feb-18 168,662.50 166,667.14 15-Mar-18 301,480.00 297,696.80 15-May-18 5,817,945.00 5,736,588.23 15-Aug-18 818,662.50 805,455.54 15-Sep-18 72,070.00 70,855.80 15-Feb-19 158,592.50 155,354.75 15-Mar-19 3,577,800.00 3,502,209.78 15-Aug-19 9,118,000.00 8,892,967.39 $22,019,180.00 $21,601,529.11 Total Cost of the Securities $21,601,529.11 EXHIBIT E TOWN OF SOUTHOLD SUFFOLK COUNTY,NEW YORK PUBLIC IMPROVEMENT REFUNDING SERIAL BONDS-2016 ESTIMATED SOURCES AND USES OF FUNDS AS OF OCTOBER 4,2016 Sources of Funds: Par Value of Bonds $20,290,000.00 Net Original Issue Premium 1,537,123.55 Total Sources of Funds $21,827,123.55 Uses of Funds: Beginning Escrow Account Cash Balance $779.40 Cost of the Escrowed Securities 21,601,529.11 Underwriter's Discount 134,725.60 Issuance Costs 90,000.00 Contingency 89.44 Total Uses of Funds $21,827,123.55 CREDIT OPINION Town Of Southold, NY 1 September 2016 New Issue - Moody's Assigns Aa1 to Southold, NY's 2016 Newlssue GOLT Refunding Bonds Summary Rating Rationale ' Moody's Investors Service has assigned a Aa1 rating to the Town of Southold,NY's$19.2 c' & � million Public Improvement Refunding Serial Bonds-2016.Moody's maintains the Aa1 rating on the town's$43.2 million of pre-refunded general obligation limited tax(GOLT)debt ._.......... outstanding. Contacts The Aa1 rating reflects the town's stable operating performance,sound reserve and liquidity ?isei Cher 212-553-4344 levels,sizeable tax base,strong resident wealth indicators,low debt burden and average AssociateAnaiysc pension liability.The Aa1 rating also takes into account the town's strong management, P iSei.c'.2ar S.c°Y1 which has a track record of conservative budgeting and financial practices. Robert Azrin 617-535-7392 P-Sen,'ciA.na-}st Credit Strengths t"O��rC.;'trif?i-'f i'i OuG�'S.LC:i71 » Sizeable tax base » Strong fiscal management resulting in healthy reserve levels » Strong socioeconomic profile » Low debt levels Credit Challenges » Tax levy cap limits revenue-raising flexibility Rating Outlook Outlooks are usually not assigned to local government credits with this amount of debt outstanding. Factors that Could Lead to an Upgrade » Increase in reserves » Continued expansion of tax base Factors that Could Lead to a Downgrade » Erosion of operating reserves and liquidity » Material contraction of tax base and deterioration in socioeconomic indicators » Significant increase in debt aa� a• Key Indicators Exhibit 1 Southold(Town on NY 2010 2011 2012 2013 2014 fconomy(Tax Base `` '- Total Full Value($000) $ 10,291,455 $ 9,950,963 $ 9,755,224 $ 9,378,607 $ 9,119,928 Full Value Per Capita $ 468,475 $ 455,484 $ 444,247 $ 425,623 $ 411,661 Median Family Income(%of u5 Median) 142.9% 145.7% 150.5% 154.9% 156.9% Finances Operating Revenue($000) $ 32,603 $ 34,347 $ 34,250 $ 34,459 $ 34,993 Fund Balance as a%of Revenues 25.2% 26.5% 29.4% 28.8% 28.0% Cash Balance as a%of Revenues 44.7% 72.6% 44.1% 53.1% 47.3% Debt/Pensions .:. Net Direct Debt($000) $ 39,593 $ 47,377 $ 43,224 $ 40,708 $ 39,569 Net Direct Debt/Operating Revenues(x) 1.2x 1.4x 1.3x 1.2x 1.1x Net Direct Debt/Full Value(%) 0.4% 0.5% 0.4% 0.4% o.4% Moody's-adjusted Net Pension Liability(3-yr average)to Revenues(x) N/A N/A 0.7x 1.4x 1.6x Moody's-adjusted Net Pension Liability(3-yr average)to Full Value(%) N/A N/A 0.3% 0.5% 0.6% Fiscal 2015 total full value is$9,182,748(in thousands). Fiscal 2016 total full value is$9,811,622(in thousands). source:Moody's Investors service Detailed Rating Considerations Economy and Tax Base:Large Affluent Tax Base on the North Fork of Long Island The town's tax base will continue to experience only modest positive full value growth following six consecutive years of declines from 2008 to 2014 due to the weak regional housing market.The 2016 full value is$9.8 billion,which represents a 6.8%increase from the previous year.The tentative 2017 full value is slightly over$10 billion. Tourism continues to play a large role in the town's overall economy with management reporting a doubling of population during peak summer periods.Management has also indicated that the tourism season has expanded,lasting from early spring to the fall months. Demographic data suggests the town has a growing retirement base with the average age of residents showing an increasing trend.This will benefit hospital and health care facilities. Recent development activity in the town includes one of the town's top employers and the second largest taxpayer,Peconic Landing (1.3%of 2016 assessed value,214 employees),a lifecare facility,which recently completed a$44 million expansion to its health center and new memory care center.Additionally,another 55 and older community will be breaking ground in the next few months,which will include 124 condominiums with a median value of$500,000. The unemployment rate in Suffolk County(A3 negative)of 4.1%as of April 2016 compares favorably to the state(4.6%)and national (4.7%)rates.Wealth indices,while below the median for similarly-rated New York local governments,are still strong and in line with the national medians for Aal rated municipalities.Median family income in Southold is 156.9%of the US level(2014 American Community Survey estimates).The town's 2016 full value per capita($440,497) is exceptionally high at over 3 times the state median and reflects the high real estate values of the region,as well as a large number of second homes. Financial Operations and Reserves:Healthy Reserves Resulting from Stable Operating Performance The town has demonstrated stable financial operations over the five years ending fiscal 2014 in its combined operating funds(including General,Part Town,and Highway Funds).Available reserve levels have consistently remained strong over that same time period, averaging 27.6%of operating revenues.Given management's conservative budgeting practices,the town will likely maintain a financial position that continues to be in line with the rating category. Hisr,.17iIC ,yenf.'._Sn,: .17"Ir llnfv 3...( c,lr., - -I_` .. - h• ., ) 3 ry. ¢ es c( rr.i;::dtn.h, ,,,,, t.n:,�. .. r.li;.: :m gin,,, is:; to tit ,age;;r . 2 1 September 2016 Town of Southold,NY:New Issue-Moody's Assigns Aa1 to Southold,NY's 2016 DOLT Refunding Bonds •os o Fiscal 2014 ended with an operating surplus of$68,000,despite the town appropriating$2.2 million of fund balance across the three operating funds.The appropriation was replenished through conservative budgeting of expenditures.One of the largest favorable variances was for police.New police officers were hired at the end of the fiscal year rather than at the beginning as originally budgeted, resulting in a savings of approximately$400,000 in fiscal 2014.The available fund balance at the end of fiscal 2.014 was healthy at $9.8 million,or 28.0%of operating revenues. According to unaudited results,fiscal 2015 ended with an operating deficit of$1.1 million across its operating funds.The deficit was mainly due to the phase-out of the town's self-funded health insurance plan,which resulted in approximately$600,000 of general funds being redistributed amongst other funds.Additionally,the town has been aggressive in repaving roads,which resulted in the use of Highway Fund reserves.Despite the use of reserves,the available fund balance will remain healthy at$8.6 million,or 24.8%of operating revenues. The fiscal 2016 budget represents a 3.13% increase from the previous year's budget and includes$2.6 million of appropriated fund balance across the three operating funds. Management reports that revenues and expenditures are tracking slightly better than budget year-to-date.The town may use a portion of the appropriated fund balance for continued road resurfacing.Given the town's history of replenishing appropriations and conservative budgeting practices,we expect the town to maintain reserves and liquidity at satisfactory levels. The town's primary revenue source consists mostly of property taxes which lends a degree of stability to the town's credit profile. Property taxes comprised 82%of operating revenues in 2014.Although not a large part of the town's revenue mix,economically sensitive revenue streams(including mortgage taxes and planning,building and zoning fees)are growing. LIQUIDITY Fiscal 2014 ending net cash was strong at$16.6 million,or 47.4%of operating revenues.Cash is sufficient throughout the year to support operations and,favorably,the town does not issue cash flow notes. Debt and Pensions:Debt and Pension Burden Will Remain Manageable The town's direct debt burden at 0.4%of full value is in line with similarly rated New York towns.Notably,though,the debt service on$26 million of the town's$39 million of outstanding COLT debt is funded by a dedicated 2%tax on real estate sales in connection with a Community Preservation Fund created by Southold and the other four East End towns for the purpose of preserving open space. Net of the debt supported by the Community Preservation Fund,the town has$12 million of direct debt outstanding. DEBT STRUCTURE All of the town's debt is fixed rate,and amortization of debt is above-average with 71.3%of principal retired in 10 years.Fiscal 2014 debt service accounts for a modest 2.2%of operating revenues. DEBT-RELATED DERIVATIVES The town is not party to any derivative agreements. PENSIONS AND OPEB The town participates in the New York State and Local Employees'Retirement System(ERS)and the New York State and Local Police and Fire Retirement System(PERS),two multi-employer,defined benefit retirement plans sponsored by the State of New York(Aal stable).For fiscal 2014,employer contributions to the plans totaled$3.7 million,or a moderate 10.6%of operating revenues. The town's adjusted net pension liability(ANPL),under Moody's methodology for adjusting reported pension data,averaged$55.1 million,or an average 1.6 times operating revenues,over the past three audited fiscal years.Moody's uses the ANPL to improve comparability of reported pension liabilities.The adjustments are not intended to replace the town's reported liability information,but to improve comparability with other rated entities.We determine the town's share of liability for the state-run plan in proportion to its contribution to the plan. The town makes OPEB payments on a pay-as-you go basis,which amounted to$1.2 million in 2014,or 3.5%of operating revenues. The town's unfunded actuarial accrued liability(UAAL)for OPEB was$68 million as of January 1,2014,which poses a long-term challenge for the town if not adequately addressed.To date,the State of New York has not enacted legislation to allow local governments to set up a trust to fund OPEB. 3 1 September 2016 Town o3 Southold,NY:New Issue-Moody's Assigns Aal to Southold,NY`s 2016 GOI.T Refunding Bonds oos o' Total fixed costs,including debt service,pension,and OPEB,accounted for an affordable 16.4%of operating revenues in fiscal 2014. Management and Governance:Conservative Budgeting;Moderate Institutional Framework Management's commitment to prudent budgeting practices will continue to support the town's strong financial position.Conservative budget estimates have led to the replenishment of combined operating fund balance appropriations and operating surpluses in the past five audited fiscal years(through 2014).Favorably,the town maintains a formal fund balance policy requiring the town to maintain a minimum unassigned General Fund balance equal to 10%of expenditures.This level will allow the town to address any unforeseen contingencies. New York cities have an institutional framework score of"A,"or moderate.Revenues are highly predictable,as property taxes are usually the largest revenue source,followed by,sales and mortgage taxes,as well as building permit revenue. Cities have a moderate revenue raising ability,as they can increase property tax revenues above the tax cap with a 60%vote of the local legislative body. Expenditures vary across the state but primarily consist of personnel costs,which are moderately predictable.Expenditure reduction ability is low given the presence of strong collective bargaining groups and the Triborough Amendment which enhances collective bargaining powers. Legal Security The bonds are secured by the town's general obligation pledge as limited by the Property Tax Cap-Legislation(Chapter 97(Part A)of the Laws of the State of New York,2011). Use of Proceeds Proceeds from the 2016 refunding bonds will refund a portion of the town's outstanding Series 2008,2009,and 2011 bonds for estimated net present value savings of$1.5 million,or 7.3%of the refunded bonds. Obligor Profile The town is located in Suffolk County on the North Fork of Long Island and has a population of approximately 22,000. Methodology The principal methodology used in this rating was US Local Government General Obligation Debt published in January 2014.Please see the Ratings Methodologies page on www.moodys.com for a copy of this methodology. Ratings Exhibit 2 Southold(Town of)NY Issue Rating Public Improvement Refunding Serial Bonds- Aal 2016 Rating Type Underlying LT Sale Amount $19,220,000 Expected Sale Date 09/13/2016 Rating Description General Obligation Limited Tax Source.Moody"s Investors Service 4 'I September 2016 Town.of Southcd,NY:Ne-issue-Moody's Assigns Aa1 to Southold.NY's 2016 GOLT Refunding Bonds Tt: ]rzry,,.,Pcrat t✓)tidy st rsSfr :ie Inc irc^;y, �Ipt'.S 1r ait'ff/or r! r ii.. sr n 3ffi€,t s C i t tsi: Af r P r s r r r. l)hYt9..OD 1 V!Sr tvSRYIO It"C,? 1)t S NCS Al 11 f,. i<t`irt� ,vhi NC)( 1 )f 1F 1 Tf ar'!',,iiopls Of fli N t-„ ,.'. 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(fet, f rn$�; u t ua ,::y'y L0 ,11 4lS .{; ta•€ 7 tci ar d I r . ,,. a J J•es '3 n _of P(S, s u r_;.,K :i n.,.vn r E._,"'t `} L : a L O zild tr,.,i-nttiear'!br, c n t...i:Ef sl , rg .ri 3 VIISI.Mrid have<. .c puti ( ..p.l fd -AteC A,t ._ Fino[L i {S2ry tee-Ciflise-w rAc,jUY. aF it:aLe,i o y ma -.,r:Leswfs miT ,1 'f,�,i'`}.6100 ,tis)F,. ,r� 5 ..>3 c.:Cr ;`ocd S.'1.,<.i('�l -.r 3tt:t Pty l Abr,. t ,>'l.,C a ARSL i t'.�.....an 3.1t`lf...'I his docuill is Mt,2nded'. 1t, .:ri :.nit?L i ., „n .):..:, .3.., ,,,1 tl,l S?,S`i) sy:ctfn n„a�wi,t,.....ht.: T::;. nwth;n >t,.t„you IP! sent t) ,fiY�l I,you a e v es_ir c t!e c :nt s a af.z ,[.c,.salt i e a a'td t at �ei u r r.t.ta I.i:y y e)e6arit�v it.31 it�i�<r nfi,c:.t:yd{s nm t hin'nc. .eamin2ofs ion`., ;] ht..: { nt i[..J,: .i 7xh :;f7. .,i ,zn ,,iiticrh. ..._. .,�._ n �.., 'r• e (.,,n'r tai .> ,.- ):. -crt; t-.i,Rhire i,.'. (1cL, t)I£ .,az; t'Ealas([,3...J I t"'. ei.,.Lee.. ut_. i:ht:i u,., q�ye i sdc i .l.;,is wow ,3.I_:"Us� 2.i�11<+CC,.'•:: .3'rf SOLI s.L L:.L,•.,`J U3 S crLJ 1' _.t,r::J:1111.c.a:: --'.,l t.-al,13 "I h' SCf i S,f,1 ,3.id ibi.LLIS J...J::-:tl l L jur}irrd 7 ..t,, t,`IL C. S I' .L..>_r:. t i,r i,':arts tr ;:!..:.ns ac n s,[) ,{, =,)..,,a ,S`€,{t.ls' h El, .,e•4: .'t:.,>> rve�seeis �,iin,Sdr: -.L,L;{, n_,_utislu {f?CrJ i ,.y:•s : Ia„_o,v� `iSa .h..• J>:re:€t u3,a'ei ,_a�.._a,�i :fC>':tS;s;tci. ...;�;':, .. s f Si.r st::..a, a g Oron zlUc; -:VrcSrc ):::Th r f,e;ui .: ir<r_-, :..rxac., MS ,re�N n l;RSR1.)� .e,.l,K!1'rlb J,;,.J.'. ?ot s<, .E'ed t,'sn -h -J,Is .fit<.'-€ b.?-a,t,,u n ..,: t:} h ;,:Cu'.< E,t,<,,c.xd 3",,a..,.h:'y cer::: i r, .b`;i rr,:,t;ird J ta,; _ Jac<,c� ),-re<re Ii ,t::,� zt u,,,;^.'1?i i r,.ii r pp i„ t -`.;...toiva,,:e an n c;iiit bur.f d,b r .;�es,no _ ,.<�.:' iL'tt�..paf,cl) _:.?ie .1�,;.. r,t{i,:.MSr i stt .. L.�e }d t .r 3 rnt,,,t4> s.�t Je',sti.a'.:es, j i,w,m a..:t, im . any;riat C , c, ..{K 4(;t >,tI,,I<.:,! ,c i{„rai,<, r)tnr, ,Lely f:L[1 tvV; 4 L_cl.)cis Y Lc'_y 3.J(.JUv;VL.� MSH E_t>J rT [;..u:r s.,-'o r-Jur_, e ,.;p.n.s:. cguta'J REPORT NUMBER 1040436 MOODY'S INVESTORS SERVICE S f September 2016 Town of 5outheld,NY;NL,-,Issue-Moody's Assigns Aa1 to Southold.NY's 207E GOLT Refunding P,ands THE DEPOSITORY TRUST COMPANY 55 Water Street New York,New York 10041 SUBJECT TOCOUNT COUNT Attention: Underwriting Packaging Department- 'AND EXAMINATION Phone: (212)558-8520 Telecopy: (212)344-1533 SAFEKEEPING AGREEMENT Ref: (Description of issue,number of certificates,number of CUSIPs assigned to issue and$value of securities) Town of Southold,in the County of Suffolk,New York $20,290,000 Public Improvement Refunding Serial Bonds-2016,dated October 4,2016,maturing February 15,2017-2030 CUSIP# 844572 QEO-QT7(FOURTEEN CERTIFICATES) $VALUE $20,290,000 The Depository Trust Company(DTC)acknowledges receipt from Hawkins Delafield&Wood LLP(the trustee,transfer agent,underwriter or other agent of the issuer, hereafter referred to as the "Agent")of possession,%custody and control of the above securities for safekeeping. DTC is authorized to hold these securities in safekeeping until DTC is instructed by telephone or in writing by one of the below designated representatives of the Agent either to: (1)deliver the securities by book-entry to the DTC account of the lead underwriter (or to the DTC account of its clearing agent)or(2)return the said securities to the Agent. i In the event DTC is instructed to return said securities, DTC shall return the.securities to the Agent as soon as practicable, but,in any event,no later than the DTC business day following the day such instruction is received. DTC shall hold the Agent, its officers and employees, harmless from any liability, loss, damage, and reasonable expense of any kind in connection with any loss, damage, theft or destruction of any kind of said securities while they are in the possession, custody or control of DTC, its officers or employees or in the event securities are released from the control of DTC without the specific approval of the Agent pursuant to this Safekeeping Agreement. THE AGENT The Depository Trust Company By: By: 1� i Title: Title: Date: Date: Authorized Representative of Trustee/Agent PRINT NAME ORGANIZATION ( ) TELEPHONE NO. PRINT NAME ORGANIZATION ( ) TELEPHONE NO. PRINT NAME ORGANIZATION ( ) TELEPHONE NO DTC accepts authorization of closings on the phone number listed below: (212)855-3752 (212) 855-3753 (212)855-3755 (212) 855-3754 2716573.1 040872.AGMT a s ei� d�sou N'101!` '' aS xG.-r'C elM.. la'* ? rG,. +dr° -r:..5., r. I g• T „ry a a� •��. , m0 \ Ott to r■ ui ((£�l�""""no m eni +T^•. ttMEN naei'�.,-�`... ` 1�1 rea "t,�i;�, a Y1� amYw."`. ""•.. a�w�j`11tY peq� t t ._ N/ntt1D�,,enU�.••.�.w.,.'"'+i6� ° /�� = REGISTERED REGISTERED .Y "Y NO.R-1 „ UNITED STATES OF AMERICA STATE OF NEW YORK COUNTY OF SUFFOLK _ TOWN OF SOUTHOLD r PUBLIC IMPROVEMENT REFUNDING SERIAL,BOND-201 \ MATURITY DATE INTEREST DATE OF ORIGINAL ER RATE ISSUE February 15, 2017 2.00% October 4, 4 2 QEO -e. REGISTERED OWNER: CEDE & CO. `.. a: PRINCIPAL SUM: ONE MILLI D FIFTEEN THOUSAND DOLL w- �e � m The Tow nf S otho in the Co ty of Suffolk, a municipal corporation of the State of New York, hereby o le itsel debted and for value received promises to pay to the REGISTERED O R n d , or registered assigns, on the MATURITY DATE, a _ (stated above)the P IP (s ted above)upon presentation and surrender of this bond at the office of o Cl e To of Southold, Town Hall, 53095 Main Road, Southold, New York, as fi c en erein ed the "Fiscal Agent"), or any successor thereto, and to pay interest on prin 1 sum om October 4, 2016 or from the most recent interest payment a: date to ch interest een paid, at the INTEREST RATE (stated above), payable on ` .' February 15, 2017 and semiannually thereafter on February 15 and August 15 in each year until m ty. Interest hereon shall be payable by wire transfer of clearinghouse funds by the its agent on each interest payment date to the registered owner hereof at his address as it app ars on the registration books of the Town maintained by the Fiscal Agent or at ,rte such other address as may be furnished in writing by such registered owner to the Fiscal Agent at -- as of close of business on the last day of the month preceding each interest payment date. The principal of and interest on this bond are payable in any coin or currency of the United States of 3` 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. n r-'--' "'-��a, � .�_ m✓--= m .� s ne�`r-•-' „��„�t �.,... � .,�,r � o .nmol , �I1/•. .a.:n. •�e"7.:ayor ' 1\oOlu'• .i 'Ae B r,' aa. .0 ur.�v..c Y.m am mr�.. �vu:..,7 1\call@.` nr�. aec / _.,. w� / Sr , ; •omr,�ti "`x"G. ru ..- .*-...'•. r 4 �.. \y m \\� F / +"iii u. 'v �'l�`�� :a�+•��;: t �'. .:.�i �,i,q '� �,.•�xr.•i.':. ,,,��` «».�;.e'F�':t!"'XiFc'-_ a/''�.-�: �✓....:»`'^.)%, '�S; �Fi. ';.f. ,�f' *�.. •�. ''.��' ,off/' 0.�"r ti�'X y,.x.`.;, wt .. r .fim ar.. .+ tc+ _ -6 ]`•? ..:..`r> =ae r:tt 'i Win. , . .w� .r:.. M M§ Fill I ao,.s J/G�\pp,, x`41+ 11R The faith and credit of such To Wn of Southold are hereby irrevocably pledged 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, Suffolk Coun New York, has caused this bond to be executed in its name by the manual signature o u e r and its corporate seal (or a facsimile thereof) to be affixed, impressed, rwise reproduced hereon and attested by the manual signature of the To T 0 UT D9 SUF'FO UN W YORK (SEAL) 1 . Supervisor ATTEST: Town C 2707031.1040872 CLD gig gm a Town of Southold,New York Public Improvement Refunding Serial Bond-2016 This bond is one of an authorized-issue, the aggregate principal amount of which is $20,290,000, the bonds of which are of like tenor, except as to number, denomination, interest rate and maturity, and is issued pursuant to the provisions of the Local Finance Law, constituting Chapter 33-a of the Consolidated Laws of the State of New York (the "Law"), the Refimdifig Bond Resolution duly adopted by the Town Board of the Town on July 12, 2016 1 0 uth -izing the issuance of not to exceed $23,000,000 refunding serial bonds of the Town 0 vide funds required by the Town to refund certain serial bonds of the Town issued 08 200 d 2011, and the Certificate of Determination executed by the Supervisor 2016, determining the terms, form and details of issuance of said refund' .al al s (the "Bonds') • and providing for their public sale (the"Certificate of Determin * "). - The Bonds are issuable in the form of r tere ds out coupons in denominations of$5,000, or any integral multiple thereof. This Bond is transferable or exc le, p ed in the Certificate of Determination, only upon the books of the To kep se at the office of the Fiscal Agent, by the registered owner hereof, or b s ey duly authorized in writing, upon the surrender of this bond 1:0 e th tte strument of transfer or exchange satisfactory to the Town duly execute y the regist er or his attorney duly authorized in writing, and thereupon a new Bond Bonds, in e s e aggregate principal amount and of the same maturity, shall be Issued th sfieree o the-registered owner in exchange therefor as provided in the Certificate et pon the payment of the charges, if any, therein prescribed. The n a o r before February 15, 2025 are not subject to redemption prior to maturi e o ds g on or after February 15, 2026 will be subject to redemption to ty at th option of the Town on any date on or after February 15, 2025, as a who or in part, if-in part, in any order of their maturity and in any amount within a maturity of a maturity), at a redemption price equal to the par amount of the Bonds to be re eeme lus accrued interest to the date of redemption. 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 not less than thirty (30) days prior to such 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. MEN .`� ..yT :.,g:. ,,° e '=" -S�' �.�''`."�, ea.y ��...a%�iC`•'�" '-ia �59':;��,` "� y�� � 't.".,r"��'� �j°He�"J� fa� �5r:•�,+.b � 1• raa fx u ll�Ri� Biu.,-",,,°�;�„yraaa 1f�\k;, eue^a�,,,;��..'��..nue 1+�1` �+.T�ir.,s," a lira r�;`�.c�"vru IH+H15'. rxe •.�.•n► s :4 •_SSFF66�S ` S:Ry [ ' Hawkins Delafield&Wood LLP 28 Liberty Street New York, New York 10005 .., f October 4;2016 • 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 To of suer"), in the County of Suffolk, a municipal corporation of the State ew , an ave examined a , record of proceedings relating to the authorization, sale and ce 20,290,000 Public --- Improvement Refunding Serial Bonds-2016 (the " onds"), d an delivered on the date F '' hereof. ��=' In such examination, we ve e e genuineness of all signatures, the authenticity of all documents submitte o als the conformity with originals of all documents submitted to us as copies reo Based on and Oject the fore ing, and in reliance thereon, as of the date hereof,we are of the follo op 'on m.'= 5 s�, - =: 1. The s alid legally binding general obligations of the Town for = which the Town v pl d faith and credit and, unless paid from other sources, all the taxable real r thin th own is subject to the levy of ad valorem real estate taxes to -. paythe Bo d ' st thereon, subject to certain statutory limitations imposed by Chapter -' r. 97 c the aws of 201 ended. The enforceability of rights or remedies with respect to y€ such Bon 't y bankruptcy, insolvency, or other laws affecting creditors' rights or remedies heretofore hereafter enacted. .g 2. der 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 a' a2 in calculating the alternative minimum tax imposed on individuals and corporations under the =� Code. Bond counsel expresses no opinion as to whether interest on the Bonds (or any portion , ,._ thereof) is included in the adjusted current earnings of certain corporations for purposes of -r calculating the alternative minimum tax imposed on such corporations. A portion of the Bonds bear interest that is susceptible of inclusion in adjusted current earnings of corporations for alternative minimum tax purposes while interest on the remaining portion of the Bonds is not soI ' _ includable. These two portions of the Bonds are not being separately identified by the Issuer. }. ➢4``lm� Rjr'"�"•.�""..`au�1p��`�r a ?;� -:.-.m�r rn rN,�•o�,�.�.. ea. f' ,c�A`�_"°u ,s1— rt� .�� , �ru��, r c,V'.,� IIA1p.- afss,.R„r:f::::�.lu .41\beMn `�,...:'.�.•^,.� !..+..,.!°°° 1\`vllln - IIc�w'` a hv/ yssk�w,r; etr lw llkY ns �rieen 1x111. wue."sr...���;r' Nm.o• .1lN, ra,,a+'�t•'6v q° agrl/R"L rar w,wm�w.,;w1�llq �::. %:,r"w.2's.o '�'MO°I V w�.,.""+r."ri'f•;,�wn;` �,�/N .�.i�...:77?�on.L^v,�r WD'4 v rmx:.m='.•w;.;,.,w". \P�P,� ."..,w .,A::,. J'"+'rFc. ,+'�.4� -irs,. .�.: a .,'s: n,.;E• -.-•,:.� � _-,s .' q&.„.U-a -IIAI.L, ITEND ME = wo IN�A Al I Failing such identification, all corporate holders of the Bonds should treat the interest they receive as includable in adjusted current earnings of corporations for purposes of calculating the alternative minim-am taxable income of such corporations. Prospective purchasers of the Bonds should consult their own tax advisors regarding this issue. 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 ex iture and the requirement that certain earnings be.rebated to the federal government. Nonco iance with such requirements may cause the interest on the Bonds to become sub* fede income taxation retroactive to their date of issuance, irrespective of such noncompliance occurs or is ascertained. On the date of issuance of the Bonds, the Tozm an ,K c e Certificate L relating to the Bonds containing provisions d procedures uant hic ch requirements can be satisfied. In executing the Tax Certificate, the epre that the Town will comply with the provisions and procedures set fthere tha the Town will do and perform all acts and things necessary or desirably the rest on the Bonds will, for 0 01 federal income tax purposes, be excluded fro]01 oss oss in In rendering the opinion a aph reo e have relied upon and assumed (i) the, material accuracy of the Town' representatio tatements of intention and reasonable expectation, and certifications of fa contained e Tax Certificate with respect to matters affecting the status of the' 0 e Bon , and (ii) compliance by the Town with the le procedures and certificatiog set Certificate as to such tax matters. W Un 3. totes terest on the Bonds is exempt from personal income New Y -ttA taxes of Ne k'a-%te its al subdivisions, including The City of New York. x 'apt as d in paragraphs 2 and 3 above, we express no opinion as to any other federal, , to o tax sequences with respect to the Bonds or the ownership or disposition thereof. x ess no opinion herein as to the effect of any action hereafter taken or not taken in r lianc pon an opinion of other counsel on the exclusion from gross income for federal income 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, Official Statement or any proceedings, reports, correspondence, financial statements or other documents, containing financial or other information relative to the M By Town which have been or may hereafter be finnished-o-r- disclosed -purchasers of ownership interest in said Bonds. Very truly yours, /s/Hawkins Delafield& Wood LLP Ey Uj O lip WEE 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 appo to transfer said Bond on the books kept for registration 'd B with full power of substitution in the premises. Dated: Signature Guaranteed: Notice: The signature to Notice: Signature(s)must be this assignment must cor- acknowledged or prove or n respond with the name as alternative,certified as to'it iit appears upon the face genuineness by an office b of the within bond in or trust company c loan orized every particular,without to do business inSta alteration or enlargement or any change whatever. gg%8-- S @Npa, hg gm -Ciil%llT�EIWWA`m WD IN �P- w nn UIQ REGISTERED REGISTERED NO. R-2 $1,280,000 UNITED STATES OF AMERICA STATE OF NEW YORK COUNTY OF SUFFOLK TOWN OF SOUTHOLD PUBLIC IMPROVEMENT REFUNDING SERIAL BOND-201 MATURITY DATE INTEREST DATE OF ORIGINAL ER RATE ISSUE February 15,2018 4.00% October 4, 84 2 QF7 REGISTERED OWNER: CEDE& CO. fr PRINCIPAL SUM: ONE MILLI 0 D EIGHTY THOUSAND DOLL The Town of S tho in the Co of Suffolk, a municipal corporation of the State of New York, hereby ovule itsel * debted and for value received promises to pay to the REGISTERED 0 Rn eda . or registered assigns, on the MATURITY DATE, (stated above) the P C (s ted above)upon presentation and surrender of this bond at the office of Cle To of Southold, Town Hall, 53095 Main Road, Southold, New York-, as en ere' ed the"Fiscal Agent"), or any successor thereto, and to pay interest on pri SUM rn October 4, 2016 or from the most recent interest payment date to *ch teres es been paid, at the INTEREST RATE (stated above), payable on February uguK5, 2017 and semiannually thereafter on February 15 and August 15 in each ye until m ty. Interest hereon shall be payable by wire transfer of clearinghouse funds by the T its agent on each interest payment date to the registered owner hereof at his address as it a ars 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 as of close of business on the last day of the month,preceding each interest payment date. The principal of and interest on this bond are payable in any coin or currency of the United States of America which, at the date of payment, is legal tender for the payment of public and private debts, provided, however, that interest on this fully registered bond shall be paid by wire transfer or clearinghouse funds as set forth above. REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH HEREIN. C.-. NO =100 I N &k, SAM, Wif MA-V MIR ELIO 54 1 1011" q 0r REGISTERED REGISTERED NO.R-3 $1,305,000 UNITED STATES OF AMERICA STATE OF NEW YORK COUNTY OF SUFFOLK TOWN OF SOUTHOLD PUBLIC IMPROVEMENT REFUNDING SERIAL BOND-20164, MATURITY DATE INTEREST DATE OF ORIGINAL ER RATE ISSUE February 15,2019 4.00% October 4, 4 2 QG5 REGISTERED OWNER: CEDE & CO. PRINCIPAL SUM: ONE MILLI D FIVE THOUSAND DOLL The Town of So tho in the Co of Suffolk, a municipal corporation of the State of New York, hereby o le itself e ted and for value received promises to pay to the REGISTERED 0 Rn d aI r registered assigns, on the MATURITY DATE, (stated above)the PRINCIP (s ed above)upon presentation and surrender of this bond at the office of th Cie To of Southold, Town Hall, 53095 Main Road, Southold, New York, as fi en ereind the "Fiscal Agent"), or any successor thereto, and to pay , interest on s p , sum ft October 4, 2016 or from the most recent interest payment date to ch fere been paid, at the INTEREST RATE (stated above), payable on February ugu 5, 2017 and semiannually thereafter on February 15 and August 15 in each ye I m ty. Interest hereon shall be payable by wire transfer of clearinghouse ■ funds by the T wn its agent on each interest payment date to the registered owner hereof at his address as it ap s on the registration books of the Town maintained by the Fiscal Agent or at such other address as maybe furnished in writing by such registered owner to the Fiscal Agent at as of close of business on the last day of the month preceding each interest payment date. The principal of and interest on this bond are payable in any coin or currency of the United States of America which, at the date of payment, is legal tender for the payment of public and private debts, provided, however,that interest on this fully registered bond shall be paid by wire transfer or clearinghouse funds as set forth above. REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH HEREIN. r 11010Ei 7_1 an gg m gr gv 11.0-M111-11- - ------------ REGISTERED REGISTERED NO.R-4 $1,325,000 UNITED STATES OF AMERICA STATE OF NEW YORK COUNTY OF SUFFOLK TOWN OF SOUTHOLD PUBLIC IMPROVEMENT REFUNDING SERIAL BOND-201 { �, MATURITY DATE INTEREST DATE OF ORIGINAL ER RATE ISSUE February 15, 2020 4.00% October 4, 4 Q113 REGISTERED OWNER: CEDE & CO. PRINCIPAL SUM: ONE MILLI RED TWENTY-FIVE THOUS 0 S The Town of So tho in the Co of Suffolk, a municipal corporation of the State of New York, hereby o le itself* debted and for value received promises to pay to the REGISTERED 0 Rn ed a r registered assigns, on the MATURITY DATE, (stated above)the PRINC (S ted above)upon presentation and surrender of this bon at the office of th Cie To of Southold, Town Hall, 53095 Main Road, Southold, New York, as gen ere d the "Fiscal Agent"), or any successor thereto, and to pay interest on s P SUM fr in October 4, 2016 or from the most recent interest payment date to ch teres been paid, at the INTEREST RATE (stated above), payable on Fel] F )r u 5, 2017 and semiannually thereafter on February 15 and August 15 in each ye 1 m ty. Interest hereon shall be payable by wire transfer of clearinghouse funds by the T wn its agent on each interest payment date to the registered owner hereof at his address as it ap ars 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 as of close of business on the last day of the month preceding each interest payment date. The principal of and interest on this bond are payable in any coin or currency of the United States of America which, at the date of payment, is legal.tender for the payment of public and private i. 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. 1 P-7 Q - MINE REGISTERED REGISTERED NO. R-5 $1,390,000 UNITED STATES OF AMERICA STATE OF NEW YORK COUNTY OF SUFFOLK TOWN.OF SOUTHOLD PUBLIC IMPROVEMENT REFUNDING SERIAL BOND-201§( MATURITY DATE INTEREST DATE OF ORIGINAL ER RATE ISSUE February 15,2021 3.00% October 4, 84 2 QJ9 REGISTERED OWNER: CEDE& CO. PRINCIPAL SUM: ONE MILLI D NINETY THOUSAND DOLLAR,A, The T tho in the Co of Suffolk, a municipal corporation Town of S of the State of New York, hereby ovule itself' debted and for value received promises to pay to the REGISTERED O R d a , r registered assigns, on the MATURITY DATE, (stated above)the P C (S ted above) upon presentation and surrender of this bond at the office of th Cle 0 of Southold, Town Hall, 53095 Main Road, Southold, as . New York, en erein ed the "Fiscal Agent"), or any successor thereto, and to pay interest on pri SUM fr m October 4, 2016 or from the most recent interest payment date to ch teres been paid, at the INTEREST RATE (stated above), payable on Febru . u 5, 2017 and semiannually thereafter on February 15 and August 15 in each ye til m ty. Interest hereon shall be payable by wire transfer of clearinghouse funds by the T its agent on each interest payment date to the registered owner hereof at his address as it ap ars 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 as of close of business on the last day of the month preceding each interest payment date. The principal of and interest on this bond are payable in any coin or currency of the United States of America which, at the date of payment, is legal tender for the payment of public and private debts, provided, however, that interest on this fully registered bond shall be paid by wire transfer or clearinghouse funds as set forth above. REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH HEREIN. IN 101 16- WE 'i M AMIN 6 1211 --- -No REGISTERED- REGISTERED NO. R-6 $1,420,000 UNITED STATES OF AMERICA STATE OF NEW YORK COUNTY OF SUFFOLK TOWN OF SOUTHOLD PUBLIC IMPROVEMENT REFUNDING SERIAL BOND-201!�, MATURITY DATE INTEREST DATE OF ORIGINAL ER RATE ISSUE February 15,2022 4.00% October 4, 4 2 QK6 REGISTERED OWNER: CEDE & CO. PRINCIPAL SUM: ONE MILLI UR D TWENTY THOUSAND DOLLARSA, The Town of S tho in the Co of Suffolk, a municipal corporation of the State of New York, e itself* debted and for value received promises to pay to the REGISTERED 0 R n ed a . r registered assigns, on the MATURITY DATE, (stated above)the PRINC (s ed above)upon presentation and surrender of this bond at the office of th Cle To of Southold, Town Hall, 53095 Main Road, Southold, New York, as f en ere' ed the "Fiscal Agent"), or any successor thereto, and to pay interest on pi sum fr m October 4, 2016 or from the most recent interest payment date to ch tere been paid, at the INTEREST RATE (stated above), payable on February u 5, 2017 and semiannually thereafter on February 15 and August 15 in each ye til m ty. Interest hereon shall be payable by wire transfer of clearinghouse funds by the T wn its agent on each interest payment date to the registered owner hereof at his address as it ap ars 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 as of close of business on the last day'of the month preceding each interest payment date. The principal of and interest on this bond are payable in any coin or currency of the United States of America which, at the date of payment, is legal tender for the payment of public and private debts, provided,however, that interest on this,fully registered bond shall be paid by wire transfer or clearinghouse funds as set forth above. REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH HEREIN. U) LLJ M R X I&AR OP INN". mail, Zoe 0, WINA REGISTERED REGISTERED NO.R-7 $1,455,000 UNITED STATES OF AMERICA STATE OF NEW YORK COUNTY OF SUFFOLK TOWN OF SOUTHOLD PUBLIC IMPROVEMENT REFUNDING SERIAL BOND-201 MATURITY DATE INTEREST DATE OF ORIGINAL ER RATE ISSUE February 15, 2023 4.00% October 4, 84 2 QL4 REGISTERED OWNER: CEDE & CO. PRINCIPAL SUM: ONE MILLI UR D FIFTY-FIVE THOUSAXkPO S The Town of S th in the Co of Suffolk, a municipal corporation of the State of New York, hereby o e itsel-Fildebted and for value received promises to pay to the REGISTERED 0 R n ed . r registered assigns, on the MATURITY DATE, (stated above)the PRINC (s ted above)upon presentation and surrender of this bond at the office of t Cl To of Southold, Town Hall, 53095 Main Road, Southold, New York, as f ge eree. ed the "Fiscal Agent"), or any successor thereto, and to pay interest on pn sum m October 4, 2016 or from the most recent interest payment date to ch teres as been paid, at the INTEREST RATE (stated above), payable on February U F`15, 2017 and semiannually thereafter on February 15 and August 15 in each ye til m ty. Interest hereon shall be payable by wire transfer of clearinghouse funds by the T, wn its agent on each interest payment date to the registered 6NNMer hereof at his address as it ap ars 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 as of close of business on the last day of the month preceding each interest payment date. The principal of and interest on this bond are payable in any coin or currency of the United States of America which, at the date of payment, is legal tender for the payment of public and private debts,provided,however, that interest on this fully registered bond shall be paid by wire transfer or clearinghouse funds as set forth above. REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH HEREIN. ism. I A REGISTERED REGISTERED NO.R-8 $1,525,000 UNITED STATES OF AMERICA STATE OF NEW YORK COUNTY OF SUFFOLK TOWN OF SOUTHOLD PUBLIC IMPROVEMENT REFUNDING SERIAJ,BOND-201(e MATURITY DATE INTEREST DATE OF ORIGINAL ER RATE ISSUE February 15,2024 4.00% October 4-, 4 2 QM2 REGISTERED OWNER: CEDE & CO. PRINCIPAL SUM: ONE MILLI D TWENTY-FIVE THOUS 0 ' The To of S th in the Co of Suffolk, a municipal corporation of the 'n State of New York, he.7rel y ovule itself* debted and for value received promises to pay to the REGISTERED 0 Rn ed a . or registered assigns, on the MATURITY DATE, (stated above)the PRINC (S ted above) upon presentation and surrender of this bond at the office of Cl To of Southold, Town Hall, 53095 Main Road, Southold, New York,as f ge ere' ed the "Fiscal Agent"), or any successor thereto, and to pay interest on p SUM m October 4, 2016 or from the most recent interest payment date to ch teres s been paid, at the INTEREST RATE (stated above), payable on Febru U 15, 2017 and semiannually thereafter on February 15 and August 15 in each ye til m ty. Interest hereon shall be payable by wire transfer of clearinghouse funds by the T, its agent on each interest payment date to the registered owner hereof at his address as it ap ars. on the registration books of the Town maintained by the Fis.cal Agent or at such other address as may be furnished in writing by such registered owner to the Fiscal Agent at as of close of business on the last day of the month preceding each interest payment date. The principal of and interest on this bond are payable in any coin or currency of the United States of America which, at the date of payment, is legal tender for the payment of public and private debts, provided,however, that interest on this fully registered bond shall be paid by wire transfer or clearinghouse funds as set forth above. REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH HEREIN. cli 7V REGISTERED REGISTERED NO. R-9 $1,570,000 UNITED STATES OF AMERICA STATE OF NEW YORK COUNTY OF SUFFOLK TOWN OF SOUTHOLD PUBLIC IMPROVEMENT REFUNDING SERIAL BOND-201 MATURITY DATE INTEREST DATE OF ORIGINAL ER, RATE ISSUE lE February 15,2025 4.00% October 4, 84 2 QNO REGISTERED OWNER: CEDE & CO. PRINCIPAL SUM: ONE MILLI D SEVENTY THOUSAND DOL The Town of So th in the Coin of Suffolk, a municipal corporation of the . State of New York, hereby o e itself*)debted and for value received promises to pay to the REGISTERED O R n ed a r registered assigns, on the MATURITY DATE, (stated above)the PRINC (s ted above)upon presentation and surrender of this bond at the office of th Cle To of Southold, Town Hall, 53095 Main Road, Southold, New York, as f gen here' ed the "Fiscal Agent"), or any successor thereto, and to pay interest ons pri SUM in October 4, 2016 or from the most recent interest payment date., to ch teres s been paid, at the INTEREST RATE (stated above), payable on Febru u 5, 2017 and semiannually thereafter on February 15 and August 15 in each ye 1 m ty. Interest hereon shall be payable by wire transfer of clearinghouse funds by the T wn its agent on each interest payment date to the registered owner hereof at his address as it ap ars 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 as of close of business on the last day of the month preceding each interest payment date. The principal of and interest on this bond are payable in any coin or currency of the United States of America which, at the date of payment, is legal tender for the payment of public and private debts,provided,however,that interest on this fully registered bond shall be paid by wire transfer or clearinghouse funds as set forth above. REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH HEREIN. 2m, REGISTERED REGISTERED NO. R-10 $1,520,000 UNITED STATES OF AMERICA STATE OF NEW YORK COUNTY OF SUFFOLK TOWN OF SOUTHOLD PUBLIC IMPROVEMENT REFUNDING SERIAL BOND-2016/ o. MATURITY DATE INTEREST DATE OF ORIGINAL ER RATE ISSUE February 15,2026 2.00% October 4, 84 2 QP5 REGISTERED OWNER: CEDE & CO. PRINCIPAL SUM: ONE MILLI D TWENTY THOUSAND DOLL The Town of So tho in the n of Suffolk, a municipal corporation of the State of New York, hereby le itself Cotebted and for value received promises to pay to the REGISTERED 0 Rn ed a , r registered assigns, on the MATURITY DATE, (stated above)the PRINC (s ted above)upon presentation and surrender of this bon at the office y�f th Cle To of Southold, Town Hall, 53095 Main Road, Southold, New York glen ere' ed the "Fiscal Agent"), or any successor thereto, and to pay interest on P sum m October 4, 2016 or from the most recent interest payment date to ch teres been paid, at the INTEREST RATE (stated above), payable on • Febru u 5, 2017 and semiannually thereafter on February 15 and August 15 in each ye til ty. Interest hereon shall be payable by wire transfer of clearinghouse funds by the wn its agent on each interest payment date to the registered owner hereof at his address as it ap .ars 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 as of close of business on the last day of the month preceding each interest payment date. The principal of and interest on this bond-are payable in any coin or currency of the United States of America which, at the date of payment, is legal tender for the payment of public and private debts,provided, however, that interest on this fully registered bond shall be paid by wire transfer or clearinghouse funds as set forth above. REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH HEREIN. 001191 111"InIM17F, ► nm -ALMR, Riverm, Win, S "111,11114, A1 f U � a REGISTERED REGISTERED r r- NO. R-11 $1,525,000 UNITED STATES OF AMERICA , STATE OF NEW YORK COUNTY OF SUFFOLK s TOWN OF SOUTHOLD ~�z= �1 PUBLIC IMPROVEMENT REFUNDING SERIAL BOND-201 MATURITY DATE INTEREST DATE OF ORIGINAL ER RATE ISSUE '- February 15,2027 2.00% October 4, 84 2 QQ3 t -_= REGISTERED OWNER: CEDE& CO. PRINCIPAL SUM: ONE MILLI D TWENTY-FIVE THOUS O S The Town of S tho in the Co ty of Suffolk, a municipal corporation of the ar�. F*-'1 State of New York, hereb owle itsel ' debted and for value received promises to a Y P pay ` r to the REGISTERED O Rn ed a , or registered assigns, on the MATURITY DATE, (stated above)the P CIP (s ted above)upon presentation and surrender of this bond _ = at the office of Cle To of Southold, Town Hall, 53095 Main Road, Southold, New York, as ge erei ed the "Fiscal Agent"), or any successor thereto, and to pay ' s F interest on p sum m October 4, 2016 or from the most recent interest payment date to ch teres been paid, at the INTEREST RATE (stated above), payable on M 3 Feb u 15, 2017 and semiannually thereafter on February 15 and August 15 in each,year until ty. Interest hereon shall be payable by wire transfer of clearinghouse p> : funds by the its agent on each interest payment date to the registered owner hereof at his address as it ap ars 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 as of close of business on the last day of the month preceding each interest payment date. The principal of and interest on this bond are payable in an coin or currency of the United States of P P P y Y y 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. C U LL *',�`^^ ..rw c � o"":G' �� ' �„F......wK. yy��'.q�S, �..."..' �^". f�o�� :..n,.�r w�.. fI' �t',�R.. •'w'...�.•' l, ,. �:�». mom.\"'. ,�J':_ 7' �aa» - ..• ...fir. v n� mow- t;''" iS:. �.T,n �C;:s. 'm.w,►� �';Rq•_ •,^.:'uRc ri .w +.'�»+ -.:K:x:. � w REGISTERED REGISTERED NO.R-12 $1,545,000 UNITED STATES OF AMERICA STATE OF NEW YORK COUNTY OF SUFFOLK TOWN OF SOUTHOLD PUBLIC IMPROVEMENT REFUNDING SERIAL BOND-201 A MATURITY DATE INTEREST DATE OF ORIGINAL ER RATE ISSUE February 15,2028 2.00% October 4, 4 2 QR1 REGISTERED OWNER: CEDE& CO. PRINCIPAL SUM: ONE MILLI D FORTY-FIVE THOUS . 0 S The Town of S tho in the Co of Suffolk, a municipal corporation of the State of New York, hereby ovule itself* debted and for value received promises to pay to the REGISTERED O Rn ed a . r registered assigns, on the MATURITY DATE, (stated above)the P (sjt;� above)upon presentation and surrender of this bond I at the office of th Cle 0 0 Southold, Town Hall, 53095 Main Road, Southold, New York, as fi en ere' ed the "Fiscal Agent"), or any successor thereto, and to pay interest onpri SUM m October 4, 2016'or from the most recent interest payment date to N 0*6 .Iteres been paid, at the INTEREST RATE (stated above), payable on February gu 5, 2017 and semiannually thereafter on February 15 and August 15 in each ye til m ty. Interest hereon shall be payable by wire transfer of clearinghouse funds by the T its agent on each interest payment date to the registered owner hereof at his address as it app s 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 as of close of business on the last day of the month preceding each interest payment date. The principal of and interest on this bond are payable in any coin or currency of the United States of America which, at'the date of payment, is legal tender for the payment of public and private debts, provided, however, that interest on this fully registered bond shall be paid by wire transfer or clearinghouse funds as set forth above. REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH HEREIN. 04 MOM rl xx REGISTERED REGISTERED NO.R-13 $1,555,000 UNITED STATES OF AMERICA STATE OF NEW YORK COUNTY OF SUFFOLK TOWN OF SOUTHOLD PUBLIC IMPROVEMENT REFUNDING SERIAL BOND-201 '6" MATURITY DATE INTEREST DATE OF ORIGINAL ER RATE ISSUE Eg f February 15, 2029 2-1/8% October 4, 84 2 QS9 REGISTERED OWNER: CEDE & CO. PRINCIPAL SUM: ONE MILLI VE D D FIFTY-FIVE THOUSAND DOLL The Town of S th in the Co of Suffolk, a municipal corporation of the State of New York, hereby Z10wl itsel debted and for value received promises to pay to the REGISTERED 0 Rn eda or registered assigns, on the MATURITY DATE, (stated above)the P C (s ted above)upon presentation and surrender of this bond at the office of Cle To of.Southold, Town Hall, 53095 Main Road, Southold, New York, as f e erei ed the "Fiscal Agent"), or any successor thereto, and to pay interest on P * al sum om October 4, 2016 or from the most recent interest payment date to ch mteres been paid, at the INTEREST RATE (stated above), payable on February u 15, 2017 and semiannually thereafter on February 15 and August 1 in each year until m ty. Interest hereon shall be payable by wire transfer of clearinghouse funds by the T its agent on each interest payment date to the registered owner hereof at his address as it ap ars 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 as of close of business on the last day of the month preceding each interest payment date. The principal of and interest.on this bond are payable in any coin or currency of the United States of America which, at the date of payment, is legal tender for the payment of public and private debts,provided, however, that interest on this fully registered bond shall be paid by wire transfer or clearinghouse funds as set forth above. REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH HEREIN. reU. Q 955yY01 , U�OI1 .191, ..lgffl� MA 0 �•t `•w e a ava au "tr—•"ice �.....s' v / Ulm j� an !/ Uu` n�`a..,,,,,,,'" ^.•:... 6e p+11W' n�j `.+�:�- nn a. nc j.r.., v p"qNne w... REGISTERED REGISTERED _' NO. R-14 $1,560,000 : - UNITED STATES OF AMERICA STATE OF NEW YORK -�. COUNTY OF SUFFOLK =& TOWN OF SOUTHOLD PUBLIC IMPROVEMENT REFUNDING SERIAL BOND-201 MATURITY DATE INTEREST . DATE OF ORIGINAL ER ' RATE ISSUE MT' =- February 15,2030 2.25% October 4, 84 2 QT7 _�- REGISTERED OWNER: CEDE & CO. { PRINCIPAL SUM: ONE MILL D SIXTY THOUSAND r ' DOLL d - lJ,�- The Town of S tho in the Co ty of Suffolk, a municipal corporation of the State of New York, hereby owle itsel • debted and for value received promises to pay _ to the REGISTERED O Rn ed a , or registered assigns, on the MATURITY DATE, - (stated above)the P CIP (s ted above) upon presentation and surrender of this bond at the office of Cl e To of Southold, Town Hall, 53095 Main Road, Southold, New York, as f e nere' ed the "Fiscal Agent"), or any successor thereto,and to pay v �•4 interest on p ' 1 sum om October 4, 2016 or from the most recent interest payment Tr. date to 'ch teres s been paid, at the INTEREST RATE (stated above), payable on cm Feb u 15, 2017 and semiannually thereafter on February 15 and August 15 >' in each year until m ty. Interest hereon shall be payable by wire transfer of clearinghouse ``Y funds by the its agent on each interest payment date to the registered owner hereof at his a - ` address as it ap ars 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 as of close of business on the last day of the month preceding each interest payment date. The r _ principal of and interest on this bond are payable in any coin or currency of the United States ofr 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 ys= or clearinghouse funds as set forth above. REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH HEREIN 4 F N - w — S , 1 j f ' ' ��.' ��-' � tea•'-,ye.,, ��5 =:.e :�..��+ey - \ � ,+��� ���i. .� :_1 �tn\�L-` i -, a Ca��ft, f!lA.� q."`"'eH 4> l\w/!lA vnc .a��+.tieu'c�` p Ap iinv�°arr ".o un iWrHb�3 W.""""'+N ° V�`v!4 � ._ � � �� ::..-...crn \p.7•�' �VlM e•r• tHy• dor P•IiC' �„'�--e�,kg\V(p� '^'"" o^' C°ppn rte` Y.- vo !7 :..tea Y� r.wt, •gyp rs•�^i"`.m" Y ., r p�- « ''3': .rc «� ..""%" ti�'?.- lwm..+''$. �^ •F� �_ +,' e�P ".� T+mwrc,_ ak..«1 -:k %R" _ .« ;. +�" sF-:. is Phone:(631)331-8888 MUNISTAT SERVICES INC. Fax:(631)331-8834 Municipal Finance Advisory Service .. Website:www.munistat.com .Serving Municipalities and School Districts iri New York State Since 1977. 12 Roosevelt Avenue Port Jefferson Station,New York 11776 TO: Working Group FROM: Tom Cartwright DATE: September 16, 2016 RE: Closing Instructions TOWN OF SOUTHOLD, NEW YORK REFUNDING SERIAL BONDS-2016 CLOSING (Wiring of Funds only) Date: October 4, 2016 Time: 10:00 a.m. Place: Hawkins, Delafield&Wood 28 Liberty Street New York,NY 1005 PAYMENT INSTRUCTIONS ♦ Roosevelt & Cross will wire federal funds in the amount of$21,498,997.95 to The Bank of New York Mellon,the Escrow Agent,for deposit into the Escrow Fund. BANK: The Bank of New York Mellon ABA#: 021000018 A/C#: 1367288400 Account Name: Town of Southold PI 2016 ESC DEP FD Attn: Daniel Davis (412)234-1689 Daniel.DavisgbMmellon.com The Town of Southold will have wired the good faith deposit in the amount of$193,400.00 to the Escrow Agent's account prior to the day of closing. The amount of$21,602,308.51 will be deposited into the Escrow Holder's account for the purchase of a portfolio of Open Market Securities. The amount of$779.40 will remain as a cash deposit in the-Escrow Fund. The Escrow Agent will transfer$90,000.00 of this amount into the Cost of Issuance Account. The Cost of Issuance shall be paid in accordance with instructions provided to the Escrow Agent by the Town of Southold The Net Amount due on the date of closing is computed as follows: Par Amount of the Bonds $20,290,000.00 + Net Original Issue Premium 1,537,123.55 - Underwriter's Discount (134,725,60) Total Purchase Price $21,692,397.95 - Less Good Faith Deposit (193.400.00) Net amount Due on Delivery21.498,997.95 SOURCES AND USES OF FUNDS: Sources of Funds Par Amount of the Bonds $20,290,000.00 Net Original Issue Premium 1,537,123.55 Total Sources of Funds $21,827,123.55 Uses of Funds Deposit to Escrow Fund $21,602,308.51 Underwriter's Discount 134,725.60 Other Costs of Issuance and Contingency 90,089.44 Total Uses of Funds $21,827,123.55 Gilman David A. From: Syndicate-IPO jsynipo@FMR.COMI Sent: Tuesday, October 04, 2016 9:29 AM To: Florio Steve; Gilman David A.;Moore David W. Cc: Syndicate-IPO Subject: Southold NY - Good morning, The wire has been sent. Please see below for the Fed reference number. AMOUNT: 21,498,997.95 ENTRY TYPE: WTT WIRE TRANS TO BANK ABA/SWIFT#: 021000018 BANK N&A: THE BANK OF NEW YORK MELLON NEW YORK NY BENE ACC: 1367288400 NAME:TOWN OF SOUTHOLD PI 2016 ESC DEP FD DTLS: ATTN DANIEL DAVIS 412-234-1689 DANIEL,DAVIS(AT)BNYMELLON.COM SOUTHOLD NY PUB IMPT REF BDS 2016 REF#: 100481QGC04CO02072 09:10 Thank you. Mike Lopez III I Settlement Support Representative I Domestic Settlements National Financial Services,LLC 2 Destiny Way,Westlake,TX 76262 (866)755-6372 Syndicate Settlements-Options 1,4,7 DTC Settlements—Options 1,4,1 dtcrec@fmr.com httt3://www.nationalfinancial.com National financial Services LLC,Member NYSE,5113C. 1 Nicole Park From: Spinelli, Chris <Chris.Spinelli@bnymellon.com> Sent: Tuesday, October 04, 201610:13 AM To: nnadelson@munistat.com;tcartwright@munistat.com; gpeters@munistat.com; Robert Smith; Marie Liotta;Jennifer Cordova; 'wgiasso@causeycpas.com'; Nicole Park;William Jackson; Michael Quinn Cc: Crawford, Laura C; Davis, Daniel Subject: Town of Southold 2016 Good morning, We have received funds in the amount of$21,498,997.95 into account#1367288400. The account now has a total balance of$21,692,397.95. We will confirm once SLGS have settled.Thanks. Christopher Spinelli Vice President BNY Mellon Global Corporate Trust Transaction Management Group 101 Barclay Street,7 East New York, NY 10286 Phone (212)815-6235 Fax(212) 815-3455 christopher.spinelliCa�bnymellon.com The information contained in this e-mail, and any attachment, is confidential and is intended solely for the use of the intended recipient. Access, copying or re-use of the e-mail or any attachment, or any information contained therein, by any other person is not authorized. If you are not the intended recipient please return the e- mail to the sender and delete it from your computer. Although we attempt to sweep e-mail and attachments for viruses,we do not guarantee that either are virus-free and accept no liability for any damage sustained as a result of viruses. Please refer to http://disclaimer.bnymellon.com/eu.htm for certain disclosures relating to European legal entities. i y, tw�- &wo, 28 LIBERTY STREET NEW YORK, NY 10005 WWW.HAWKINS.COM . October 4, 2016 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 (the "Town"), in the County of Suffolk, 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 Town's $20,290,000 Public Improvement Refunding Serial Bonds-2016 (the "Bonds"), dated and delivered on the date hereof. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with originals of all documents submitted to us as copies thereof. 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, as amended. 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. Bond counsel expresses no opinion as to whether interest on the Bonds (or any portion thereof) is included in the adjusted current earnings of certain corporations for purposes of calculating the alternative minimum tax imposed on such corporations. A portion of the Bonds bear interest that is susceptible of inclusion in adjusted current earnings of corporations for alternative minimum tax purposes while interest on the remaining portion of the Bonds is not so includable. These two portions of the Bonds are not being separately identified by the Issuer. 2707031.1 040872 CLD Failing such identification, all corporate holders of the Bonds should treat the interest they receive as includable in adjusted current earnings of corporations for purposes of calculating the alternative minimum taxable income of such corporations. Prospective purchasers of the Bonds should consult their own tax advisors regarding this issue. 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 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 certifications 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, Official Statement or any proceedings, reports, correspondence, financial statements or other documents, containing financial or other information relative to the 2707031.1 040872 CLD Town which have been or may.hereafter be furnished or disclosed to-purchasers of ownership interest in said Bonds. Very truly yours, 2707031.1 040872 CLD 28 LIBERTY STREET NEW YORK, NY 10005 WWW.HAWKINS.COM October 4, 2016 Hon. Thomas DiNapoli Comptroller of the State of New York Department of Audit and Control Albany,New York 12236 Roosevelt & Cross, Inc. 1 Exchange Plaza 55 Broadway New York,New York 10006 Ladies and Gentlemen: We are bond counsel to the Town of Southold, in the County of Suffolk, New York (the "Town"), and are rendering today our final approving opinion with respect to the Town's $20,290,000 Public Improvement Refunding Serial Bonds-2016, dated October 4, 2016. We deliver to you herewith a copy of our approving opinion and advise you that you are entitled to rely on the opinion as though it were addressed to you. Very truly yours, �"1111-j g2� E� `'v