TOWN OF NORTH HEMP­STEAD,

IN THE COUNTY OF NAS­SAU, NEW YORK NO­TICE OF $21,677,200* BOND SALE

The Bond Buyer - - Competitive Sales Notices -

SEALED PRO­POS­ALS will be re­ceived by the Su­per­vi­sor, Town of North Hemp­stead (the “Town”), Nas­sau County, New York, at the of­fices of Cap­i­tal Mar­kets Ad­vi­sors, LLC (the “Mu­nic­i­pal Ad­vi­sor”), 11 Grace Av­enue, Suite 308, Great Neck, New York (Tele­phone No. 516-570-0340, Fax No. 516487-2575), on Tues­day, Septem­ber 19, 2017, un­til 11:00 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 $21,677,200* PUBLIC IM­PROVE­MENT

SE­RIAL BONDS-2017 SE­RIES C (the “Bonds”), ma­tur­ing on Septem­ber 15, in an­nual prin­ci­pal in­stall­ments as shown be­low, which, to­gether with in­ter­est thereon, are ex­pected to pro­vide for substantially level or de­clin­ing an­nual debt ser­vice.

De­liv­ery and Pay­ment Dates for the Bonds

The Bonds will be dated the date of their de­liv­ery, which is ex­pected to be Septem­ber 27, 2017, and will bear in­ter­est at the rate or rates per an­num spec­i­fied by the suc­cess­ful bid­der there­for in ac­cor­dance here­with, payable on Septem­ber 15, 2018 and semi-an­nu­ally there­after on March 15 and Septem­ber 15 in each year to ma­tu­rity.

Post-sale Ad­just­ment of Par Amount of the Bonds

The ag­gre­gate par amount of Bonds may be de­creased in an amount not in ex­cess of the pre­mium of­fered by the suc­cess­ful bid­der and the amount of each an­nual ma­tu­rity, as set forth herein, may be ad­justed to the ex­tent nec­es­sary, in or­der that the to­tal pro­ceeds, which in­clude the to­tal par amount of the Bonds plus the orig­i­nal is­sue pre­mium, if any, re­ceived by the Town does not ex­ceed the max­i­mum amount per­mit­ted un­der ap­pli­ca­ble pro­vi­sions of the In­ter­nal Rev­enue Code of 1986, as amended. The an­nual ma­tu­ri­ties of the Bonds may also be ad­justed for the pur­pose of at­tain­ing debt ser­vice that is substantially level or de­clin­ing, as pro­vided pur­suant to Sec­tion 21.00(d) of the New York State Lo­cal Fi­nance Law (the “Law”). Such ad­just­ments will be made by 3:00 P.M. (Pre­vail­ing Time) on the day of the bid opening. 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 spec­i­fied 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 un­der­writ­ing spread. How­ever, the award will be made to the bid­der whose bid pro­duces the low­est true in­ter­est cost, cal­cu­lated as spec­i­fied herein, solely on the ba­sis of the Bonds of­fered, with­out tak­ing into ac­count any ad­just­ment in the amount of Bonds pur­suant to this para­graph.

Changes to the Time and/or Date of Bid Opening

The Town re­serves the right to change the time and/or date of the bid opening, and no­tice of any change thereof shall be pro­vided at least 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 Newswire or TM3.

Op­tional Re­demp­tion for the Bonds

The Bonds ma­tur­ing on or be­fore Septem­ber 15, 2025 are not sub­ject to re­demp­tion prior to ma­tu­rity. The Bonds ma­tur­ing on or af­ter Septem­ber 15, 2026 will be sub­ject to re­demp­tion prior to ma­tu­rity, at the op­tion of the Town, on any date on or af­ter Septem­ber 15, 2025, in whole or in part, and if in part in any or­der of their ma­tu­rity and in any amount within a ma­tu­rity (se­lected by lot within a ma­tu­rity), at the re­demp­tion price equal to the prin­ci­pal amount of the Bonds to be re­deemed, plus ac­crued in­ter­est to the date of re­demp­tion.

The Town may se­lect the ma­tu­ri­ties of the Bonds to be re­deemed and the amount to be re­deemed of each ma­tu­rity se­lected, as the Town shall de­ter­mine to be in the best in­ter­est of the Town at the time of such re­demp­tion. If less than all of the Bonds of any ma­tu­rity are to be re­deemed prior to ma­tu­rity, the par­tic­u­lar Bonds of such ma­tu­rity to be re­deemed shall be se­lected by the Town by lot in any cus­tom­ary man­ner of se­lec­tion as de­ter­mined by the Town. No­tice of such call for re­demp­tion shall be given by mail­ing such no­tice to the regis­tered owner(s) of the Bonds to be re­deemed not more than sixty (60) days nor less than thirty (30) days prior to the pro­posed re­demp­tion date. No­tice of re­demp­tion hav­ing been given as afore­said, the Bonds so called for re­demp­tion shall, on the date of re­demp­tion set forth in such call for re­demp­tion, be­come due and payable, to­gether with ac­crued in­ter­est to such re­demp­tion date, and in­ter­est shall cease to be paid thereon af­ter such re­demp­tion date.

Form of Bonds

The Bonds will be is­sued in the form of fully regis­tered bonds, in de­nom­i­na­tions cor­re­spond­ing to the to­tal prin­ci­pal amounts due in each year of ma­tu­rity. As a con­di­tion to de­liv­ery of the Bonds, the suc­cess­ful bid­der will be re­quired to cause the Bond cer­tifi­cates to be (i) regis­tered in the name of Cede & Co., as nom­i­nee of The De­pos­i­tory Trust Com­pany, New York, New York (“DTC”), and (ii) de­posited with DTC to be held in trust un­til ma­tu­rity. 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 _____________________________

* Pre­lim­i­nary, sub­ject to change. ben­e­fi­cial own­er­ship in­ter­ests of in­di­vid­ual pur­chasers in the Bonds. In­di­vid­ual pur­chases of ben­e­fi­cial own­er­ship in­ter­ests in the Bonds may only be made through book en­tries (with­out cer­tifi­cates is­sued by the Town) made on the books and records of DTC (or a suc­ces­sor de­pos­i­tory) and its par­tic­i­pants, in de­nom­i­na­tions of $5,000 or in­te­gral mul­ti­ples thereof, ex­cept for one nec­es­sary odd de­nom­i­na­tion in the first ma­tu­rity. Prin­ci­pal of and in­ter­est on the Bonds will be payable by the Town or its agent by wire trans­fer or in clear­ing­house funds to DTC or its nom­i­nee as regis­tered owner of the Bonds. Trans­fer of prin­ci­pal and in­ter­est pay­ments to par­tic­i­pants of DTC will be the re­spon­si­bil­ity of DTC; trans­fer of prin­ci­pal and in­ter­est pay­ments to ben­e­fi­cial own­ers by par­tic­i­pants of DTC will be the re­spon­si­bil­ity of such par­tic­i­pants and other nom­i­nees of ben­e­fi­cial own­ers. The Town will not be re­spon­si­ble or li­able for pay­ments by DTC to its par­tic­i­pants or by DTC par­tic­i­pants to ben­e­fi­cial own­ers or for main­tain­ing, su­per­vis­ing or re­view­ing the records main­tained by DTC, its par­tic­i­pants or per­sons act­ing through such par­tic­i­pants.

Sub­mis­sion of Bids

Each pro­posal must be a bid of not less than $21,677,200 for all of the Bonds. Each pro­posal must state in a mul­ti­ple of one-hun­dredth of 1% or a mul­ti­ple of one-eighth of 1%, the rate or rates of in­ter­est per an­num which the Bonds are to bear and may state dif­fer­ent rates of in­ter­est for Bonds ma­tur­ing in dif­fer­ent cal­en­dar years, pro­vided, how­ever, that (i) only one rate of in­ter­est may be bid for all Bonds ma­tur­ing in any one cal­en­dar year, and (ii) vari­a­tions in rates of in­ter­est so bid shall be in as­cend­ing pro­gres­sion in or­der of ma­tu­rity so that the rate of in­ter­est on Bonds ma­tur­ing in any par­tic­u­lar cal­en­dar year shall not be less than the rate of in­ter­est ap­pli­ca­ble to Bonds ma­tur­ing in any prior cal­en­dar year

Sealed pro­pos­als may be sub­mit­ted elec­tron­i­cally via Par­ity or via fac­sim­ile trans­mis­sion at 516-4872575, 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 Town, each bid will con­sti­tute an ir­rev­o­ca­ble of­fer to pur­chase the Bonds pur­suant to the terms therein pro­vided.

Bid­ding us­ing Par­ity

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.

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 bid 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 Mu­nic­i­pal Ad­vi­sor, Cap­i­tal Mar­kets Ad­vi­sors, LLC at 516-5700340 (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.

Bid­ders sub­mit­ting bids via fac­sim­ile do not need to reg­is­ter to bid.

Good Faith De­posit

As a con­di­tion prece­dent to the con­sid­er­a­tion of the bid­der’s pro­posal, a good faith de­posit (the “De­posit”) in the amount of $216,772 is re­quired for each bid to be con­sid­ered. Such De­posit may be in the form of: (i) a cer­ti­fied or cashier’s check payable to the or­der of “Town of North Hemp­stead, County of Nas­sau, 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 a 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. A wire ref­er­ence num­ber must be pro­vided when the bid is sub­mit­ted. Bid­ders must contact Cap­i­tal Mar­kets Ad­vi­sors, LLC, 11 Grace Av­enue, Suite 308, Great Neck, New York, tele­phone No. 516-570-0340, the Town’s Mu­nic­i­pal Ad­vi­sor, no later than 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 any un­suc­cess­ful bid­der. 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.

Award of Bonds

The Bonds will be awarded and sold to the bid­der com­ply­ing with the terms of sale and of­fer­ing to pur­chase the Bonds at such rate or rates of in­ter­est per an­num as will pro­duce the low­est true in­ter­est cost over the life of the is­sue, and if two or more such bid­ders of­fer the same low­est true in­ter­est cost, then to one of said bid­ders se­lected by the Sale Of­fi­cer by lot from among all said bid­ders. True 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 true 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.

Award of the Bonds will be made with­out tak­ing into con­sid­er­a­tion any ad­just­ment to be made to the prin­ci­pal amount of the Bonds de­scribed herein.

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.

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) on 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.

Bond In­sur­ance

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.

Use of Pro­ceeds

The pro­ceeds of the Bonds will be is­sued for the pur­pose de­scribed in the sec­tion en­ti­tled “Author­ity for and Pur­pose of the Se­ries C Bonds” in the Pre­lim­i­nary Of­fi­cial State­ment (as here­inafter de­fined).

Pay­ment and Se­cu­rity for the Bonds

The Bonds are 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 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.

Debt State­ment

The pop­u­la­tion of the Town is es­ti­mated to be 229,105. The debt state­ment to be filed pur­suant to Sec­tion 109.00 of the Law in con­nec­tion with the sale of the Bonds, pre­pared as of Septem­ber 7, 2017 shows the five-year av­er­age full val­u­a­tion of real prop­erty sub­ject to tax­a­tion by the Town to be $51,385,315,644, its debt limit to be $3,596,972,095, and its to­tal net in­debt­ed­ness (ex­clu­sive of the Bonds) to be $275,203,593. The is­suance of the Bonds will in­crease the to­tal net in­debt­ed­ness of the Town by $15,186,200. In ad­di­tion, the Town plans to sell its $4,729,500 Bond An­tic­i­pa­tion Notes-2017 Se­ries B and $4,750,000 Public Im­prove­ment Se­rial Bonds-2017 Se­ries D (the “Se­ries D Bonds”), si­mul­ta­ne­ously with the Bonds.

De­liv­ery of the Bonds and As­sign­ment of CUSIP Num­bers

The Bonds will be de­liv­ered to DTC and shall be paid for in Fed­eral Funds on or about Septem­ber 27, 2017 at such place in New York City, and on such busi­ness day and at such hour, as the Sale Of­fi­cer shall fix on three busi­ness days’ no­tice to the suc­cess­ful bid­der, or at such other place and time as may be agreed upon with the suc­cess­ful bid­der. The de­posit of the Bonds with DTC un­der a book-en­try sys­tem re­quires the as­sign­ment of CUSIP num­bers prior to de­liv­ery. It shall be the re­spon­si­bil­ity of the suc­cess­ful bid­der to ob­tain CUSIP num­bers for the Bonds prior to de­liv­ery and the Town will not be re­spon­si­ble for any de­lay oc­ca­sioned by the in­abil­ity to de­posit the Bonds with DTC due to the fail­ure of the suc­cess­ful bid­der to ob­tain such num­bers and to sup­ply them to the Town in a timely man­ner. All ex­penses in re­la­tion to the print­ing of CUSIP num­bers on the Bonds shall be paid for by the Town; pro­vided, how­ever, that the CUSIP Ser­vice Bureau charge for the as­sign­ment of said num­bers shall be the re­spon­si­bil­ity of and shall be paid for by the suc­cess­ful bid­der.

Le­gal Opin­ion

The suc­cess­ful bid­der will be fur­nished with­out cost with the ap­prov­ing opin­ion of the law firm of Hawkins De­lafield & Wood LLP (“Bond Coun­sel”) substantially as set forth in Ap­pen­dix D to the Pre­lim­i­nary Of­fi­cial State­ment dated Septem­ber 7, 2017 (the “Pre­lim­i­nary Of­fi­cial State­ment”) cir­cu­lated in con­nec­tion with the sale of the Bonds, which shall be sup­ple­mented by the fi­nal of­fi­cial state­ment to be dated Septem­ber 19, 2017 (the “Of­fi­cial State­ment”).

Tax Ex­emp­tion

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; such in­ter­est, how­ever, is in­cluded in the ad­justed cur­rent earn­ings of cer­tain cor­po­ra­tions for pur­poses of cal­cu­lat­ing the al­ter­na­tive min­i­mum tax im­posed on such cor­po­ra­tions. In 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.

Obli­ga­tion of Win­ning Bid­der to De­liver an Is­sue Price Cer­tifi­cate at Clos­ing

By sub­mit­ting a bid, each bid­der is cer­ti­fy­ing that its bid is a firm of­fer to pur­chase the Bonds, is a good faith of­fer which the bid­der be­lieves re­flects cur­rent mar­ket con­di­tions, and is not a “cour­tesy bid” be­ing sub­mit­ted for the pur­pose of as­sist­ing in meet­ing the com­pet­i­tive sale re­quire­ments re­lat­ing to the es­tab­lish­ment of the “is­sue price” of the Bonds pur­suant to Sec­tion 148 of the Code, in­clud­ing the re­quire­ment that bids be re­ceived from at least three (3) un­der­writ­ers of mu­nic­i­pal bonds who have es­tab­lished in­dus­try rep­u­ta­tions for un­der­writ­ing new is­suances of mu­nic­i­pal bonds (the “Com­pet­i­tive Sale Re­quire­ments”). The Mu­nic­i­pal Ad­vi­sor will ad­vise the win­ning bid­der if the Com­pet­i­tive Sale Re­quire­ments were met at the same time it no­ti­fies the win­ning bid­der of the award of the Bonds.

Bids will not be sub­ject to can­cel­la­tion in the event that the Com­pet­i­tive Sale Re­quire­ments are not sat­is­fied.

The win­ning bid­der shall, within one (1) hour af­ter be­ing no­ti­fied of the award of the Bonds, ad­vise the Mu­nic­i­pal Ad­vi­sor by elec­tronic or fac­sim­ile trans­mis­sion of the rea­son­ably ex­pected ini­tial public of­fer­ing price or yield of each ma­tu­rity of the Bonds (the “Ini­tial Re­of­fer­ing Prices”) as of the date of the award.

By sub­mit­ting a bid, the win­ning bid­der agrees (un­less the win­ning bid­der is pur­chas­ing the Bonds for its own ac­count and not with a view to dis­tri­bu­tion or re­sale to the public) that if the Com­pet­i­tive Sale Re­quire­ments are not met, it will elect and sat­isfy ei­ther op­tion (1) or op­tion (2) de­scribed be­low.

Such elec­tion must be made on the bid form sub­mit­ted by each bid­der. In the event a bid­der sub­mits a bid via Par­ity, such bid­der must no­tify the Mu­nic­i­pal Ad­vi­sor by email (jmor­ley@capmark.org) as to such elec­tion at the time such bid is sub­mit­ted.

(1) Hold the Price. The win­ning bid­der:

(a) will make a bona fide of­fer­ing to the public of all of the Bonds at the Ini­tial Re­of­fer­ing Prices and pro­vide Bond Coun­sel with rea­son­able sup­port­ing doc­u­men­ta­tion, such as a copy of the pric­ing wire or equiv­a­lent com­mu­ni­ca­tion, the form of which is ac­cept­able to Bond Coun­sel,

(b) will nei­ther of­fer nor sell to any per­son any Bonds within a ma­tu­rity at a price that is higher, or a yield that is lower, than the Ini­tial Re­of­fer­ing Price of such ma­tu­rity un­til the ear­lier of (i) the date on which the win­ning bid­der has sold to the public at least 10 per­cent of the Bonds of such ma­tu­rity at a price that is no higher, or a yield that is no lower, than the Ini­tial Re­of­fer­ing Price of such ma­tu­rity or (ii) the close of busi­ness on the 5th busi­ness day af­ter the date of the award of the Bonds, and

(c) has or will in­clude within any agree­ment among un­der­writ­ers, any sell­ing group agree­ment and each re­tail dis­tri­bu­tion agree­ment (to which the win­ning bid­der is a party) re­lat­ing to the ini­tial sale of the Bonds to the public, to­gether with the re­lated pric­ing wires, lan­guage obli­gat­ing each un­der­writer to com­ply with the lim­i­ta­tions on the sale of the Bonds as set forth above.

(2) Fol­low the Price. The win­ning bid­der:

(a) will make a bona fide of­fer­ing to the public of all of the Bonds at the Ini­tial Re­of­fer­ing Prices and pro­vide the Is­suer with rea­son­able sup­port­ing doc­u­men­ta­tion, such as a copy of the pric­ing wire or equiv­a­lent com­mu­ni­ca­tion, the form of which is ac­cept­able to Bond Coun­sel,

(b) will re­port to the Is­suer in­for­ma­tion re­gard­ing the first price that at least 10 per­cent of the Bonds within each ma­tu­rity of the Bonds have been sold to the public,

(c) will pro­vide the Is­suer with rea­son­able sup­port­ing doc­u­men­ta­tion or cer­ti­fi­ca­tions of such sale prices the form of which is ac­cept­able to Bond Coun­sel. This re­port­ing re­quire­ment, which may ex­tend be­yond the clos­ing date of the Bonds, will con­tinue un­til such date that the re­quire­ment set forth in para­graph (b) above for each ma­tu­rity of the Bonds is sat­is­fied, and

(d) has or will in­clude within any agree­ment among un­der­writ­ers, any sell­ing group agree­ment and each re­tail dis­tri­bu­tion agree­ment (to which the win­ning bid­der is a party) re­lat­ing to the ini­tial sale of the Bonds to the public, to­gether with the re­lated pric­ing wires, lan­guage obli­gat­ing each un­der­writer to com­ply with the re­port­ing re­quire­ment de­scribed above.

For pur­poses of the “hold the price” or “fol­low the price” re­quire­ment, a “ma­tu­rity” refers to Bonds that have the same in­ter­est rate, credit and pay­ment terms.

Re­gard­less of whether or not the Com­pet­i­tive Sale Re­quire­ments were met, the win­ning bid­der shall sub­mit to the Is­suer a cer­tifi­cate (the “Re­of­fer­ing Price Cer­tifi­cate”), sat­is­fac­tory to Bond Coun­sel, prior to the de­liv­ery of the Bonds stat­ing the ap­pli­ca­ble facts as de­scribed above. The form of Re­of­fer­ing Price

Cer­tifi­cate is avail­able by con­tact­ing Bond Coun­sel or the Mu­nic­i­pal Ad­vi­sor.

If the win­ning bid­der has pur­chased the Bonds for its own ac­count and not with a view to dis­tri­bu­tion or re­sale to the public, then, whether or not the Com­pet­i­tive Sale Re­quire­ments were met, the Re­of­fer­ing Price Cer­tifi­cate will re­cite such facts and iden­tify the price or prices at which the pur­chase of the Bonds was made.

For pur­poses of this No­tice, the “public” does not in­clude the win­ning bid­der or any per­son that agrees pur­suant to a writ­ten con­tract with the win­ning bid­der to par­tic­i­pate in the ini­tial sale of the Bonds to the public (such as a re­tail dis­tri­bu­tion agree­ment be­tween a na­tional lead un­der­writer and a re­gional firm un­der which the re­gional firm par­tic­i­pates in the ini­tial sale of the Bonds to the public). In mak­ing the rep­re­sen­ta­tions de­scribed above, the win­ning 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.

Of­fi­cial State­ment, Con­tin­u­ing Dis­clo­sure and Com­pli­ance His­tory

The Town will pro­vide a rea­son­able num­ber of Of­fi­cial State­ments to the suc­cess­ful bid­der within five (5) busi­ness days fol­low­ing re­ceipt of a writ­ten re­quest there­for made to the Town and its Mu­nic­i­pal Ad­vi­sor. Such re­quest may spec­ify the ap­pli­ca­ble (a) of­fer­ing price(s), (b) sell­ing com­pen­sa­tion, (c) rat­ing(s), (d) credit en­hance­ment and (e) iden­tity and com­plete name of such bid­der and any par­tic­i­pat­ing un­der­writ­ers, and if so, the Pre­lim­i­nary Of­fi­cial State­ment will be mod­i­fied or sup­ple­mented by the in­for­ma­tion so spec­i­fied. Nei­ther the Town nor its Mu­nic­i­pal Ad­vi­sor shall be li­able in any man­ner for any de­lay, in­ac­cu­racy, or omis­sion on the part of the suc­cess­ful bid­der with re­spect to such re­quest, nor shall the Town’s fail­ure, as a re­sult thereof, to pro­vide the Of­fi­cial State­ment within the above time pe­riod, con­sti­tute cause for a fail­ure or re­fusal by such bid­der to ac­cept de­liv­ery of and pay for the Bonds in ac­cor­dance with the terms hereof.

The 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 above. 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 each 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 said Un­der­tak­ing is set forth in Ap­pen­dix F in the Pre­lim­i­nary Of­fi­cial State­ment.

Ex­cept as oth­er­wise set forth in the Pre­lim­i­nary Of­fi­cial State­ment (see the sub­cap­tion en­ti­tled

“Con­tin­u­ing Dis­clo­sure His­tory” un­der the cap­tion en­ti­tled “DIS­CLO­SURE UN­DER­TAK­ING”), the Town

is in com­pli­ance in all ma­te­rial re­spects with all pre­vi­ous un­der­tak­ings made pur­suant to Rule 15c2-12 dur­ing each of the past five years.

Doc­u­ments Ac­com­pa­ny­ing the De­liv­ery of the Bonds

The obli­ga­tion here­un­der to de­liver or ac­cept the Bonds pur­suant hereto shall be con­di­tioned on the de­liv­ery to the suc­cess­ful bid­der at the time of de­liv­ery of the Bonds of: (i) the opin­ion of Bond Coun­sel; (ii) 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 its Bonds, which has not been dis­closed in the Of­fi­cial State­ment; (iii) a cer­tifi­cate of the Su­per­vi­sor to the ef­fect that as of the date of the Of­fi­cial State­ment and at all times sub­se­quent thereto, up to and in­clud­ing the time of the de­liv­ery of the Bonds, the Of­fi­cial State­ment did not and does not con­tain any un­true state­ment of a ma­te­rial fact or omit to state a ma­te­rial fact nec­es­sary to make the state­ments herein, in the light of the cir­cum­stances un­der which they were made, not mis­lead­ing, and fur­ther stat­ing that there has been no ad­verse ma­te­rial change in the fi­nan­cial con­di­tion of the Town since the date of the Of­fi­cial State­ment to the date of is­suance of the Bonds (and hav­ing at­tached thereto a copy of the Of­fi­cial State­ment); (iv) cer­tifi­cates signed by the Su­per­vi­sor ev­i­denc­ing pay­ment for the Bonds; (v) 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 the sign­ers 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 (vi) Tax Cer­tifi­cate ex­e­cuted by the Su­per­vi­sor, as de­scribed un­der “TAX MAT­TERS” in the Pre­lim­i­nary Of­fi­cial State­ment.

Ad­di­tional In­for­ma­tion

Copies of this No­tice of Sale and the Pre­lim­i­nary Of­fi­cial State­ment are avail­able in elec­tronic for­mat on the web­site of the Town’s Mu­nic­i­pal Ad­vi­sor, Cap­i­tal Mar­kets Ad­vi­sors, LLC (“www.capmark.org”) or may be ob­tained upon re­quest from the of­fices of Cap­i­tal Mar­kets Ad­vi­sors, LLC, 11 Grace Av­enue, Suite 308, Great Neck, New York 11021, tele­phone No. 516-570-0340.

Dated: Septem­ber 7, 2017

JUDI BOSWORTH Su­per­vi­sor and Chief Fis­cal Of­fi­cer

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