TOWN OF GREENBURGH, WESTCHESTER COUNTY, NEW YORK PUBLIC IMPROVEMENT (SERIAL) BONDS, 2017 NOTICE OF BOND SALE
Proposals will be received and considered by the undersigned Supervisor of the Town of Greenburgh, Westchester County, New York (the “Town”), at the office of Capital Markets Advisors, LLC, 1075 Route 82 - Suite 4, Hopewell Junction, New York 12533, via I-Preo’s Parity Electronic Bid Submission System (“Parity”) or by facsimile transmission to (845) 227-6154 (see “Submission of Bids” herein) until 11:00 A.M., Prevailing Time, on October 11, 2017, at which time and place the bids will be considered, for the purchase at not less than par and accrued interest of:
$18,583,340 Public Improvement (Serial) Bonds, 2017, of said Town, dated November 1, 2017 (the “Bonds”), and maturing on April 15 in the years and amounts set forth below:
with interest payable semi-annually on April 15 and October 15 of each year, commencing April 15, 2018, until maturity or prior redemption.
Submission of Bids
Bidders may only bid to purchase all of the Bonds. No bid for less than 100% of par shall be considered. Bidders must state the rate or rates of interest per annum (computed on the basis of a 360day year and twelve 30-day months) which the Bonds are to bear in multiples of one-hundredth or oneeighth of one per cent. All Bonds maturing on the same date must bear interest at the same rate. 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.
Bids may be submitted electronically via Parity or via facsimile transmission in accordance with this Notice of Sale, until the time specified herein. No other form of electronic bidding services will be accepted. No bid will be received after the time for receiving bids specified above. Once the bids are communicated via facsimile or electronically via Parity to the Town, each bid will constitute an irrevocable offer to purchase the Bonds pursuant to the terms therein provided. Sealed bids, however, may be amended by a subsequent, but still timely, delivery of an amended sealed bid.
Registration to Bid Electronically
Prospective bidders wishing to submit electronic bids must be contracted customers of Parity. If you do not have a contract with Parity, 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.
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 through Parity.
Disclaimer for Electronic Bidding
Each prospective bidder who wishes to submit electronic bids 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 contact Parity and may notify the Town’s Municipal Advisor, Capital Markets Advisors, LLC, at (845) 227-8678. The Town, however, shall not be responsible for any act or omission of Parity or for any failure of any prospective bidder to successfully submit a qualifying bid.
The Bonds will be initially issued in fully registered form in denominations such that one Bond shall be issued for each maturity of Bonds in such amounts as set forth above, and when issued will be registered in the name of Cede & Co., as partnership nominee of The Depository Trust Company, New York, New York (“DTC”), which will act as securities depository for the Bonds. Ownership interest in the Bonds will be transferred pursuant to the “Book Entry Only System” of DTC, as described in the Official Statement prepared by the Town with respect to the Bonds (the “Official Statement”). Principal of and interest on the Bonds will be payable by check or draft mailed by the Town Clerk (the “Fiscal Agent”) to DTC, or to its nominee, Cede & Co., as the registered owner of the Bonds. Principal of and interest on the Bonds will be payable in lawful money of the United States of America. Bonds will be
fully registered and will be valid and legally binding general obligations of said Town, all the taxable real property within which will be subject to the levy of ad valorem taxes to pay said Bonds and interest thereon, without limitation as to rate or amount, subject to applicable statutory limitations. The Bonds may not be converted into coupon Bonds or be registered to bearer.
The Bonds maturing on or before April 15, 2025 will not be subject to redemption prior to maturity. The Bonds maturing on April 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 April 15, 2025 at par plus accrued interest to the redemption date.
If less than all of the Bonds of any maturity are to be redeemed, the particular bonds of such maturity to be redeemed shall be selected by lot, in any customary manner of selection, as determined by the Supervisor. Notice of such call for redemption shall be given by mailing such notice to the registered holder, not more than sixty (60) days nor 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 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.
The Bonds are issued for the various purposes of the Town described in the Official Statement of the Town, relating to the Bonds, which is incorporated herein by reference.
Each bid must be for all of said $18,583,340 serial bonds 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 Bonds of the same maturity, (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, and (iii) all rates of interest bid must be stated in a multiple of oneeighth or onehundredth of one per centum per annum. Unless all bids are rejected, the award will be made to the bidder complying with the terms of sale and offering to purchase said Bonds at such rate or rates of interest as will produce the lowest true interest cost computed in accordance with the true interest cost method of calculation, that being the rate which compounded semi-annually, is necessary to discount all principal and interest payments on the Bonds to the purchase price (including any accrued interest) bid for the Bonds. The true interest cost computation should be made as of the date of the delivery of the Bonds. If two or more such bidders offer to purchase the Bonds at the same true interest cost, computed as described above, the Bonds will be awarded to the bidder whose bid offers to purchase the Bonds at the highest premium dollar amount; provided, however, that the Town reserves the right, in its sole discretion, after selecting the lowest bidder, to adjust the aforestated maturity installments to the extent necessary to meet the requirements of substantially level or declining debt service. The right is reserved to reject any or all bids, and any bid not complying with this Notice of Sale will be rejected.
A good faith deposit (the “Deposit”) in the form of a wire transfer or certified or cashier’s check in the amount of $185,833 payable to the order of the Town of Greenburgh is required for each bid to be considered. If a check is used, it must be drawn upon an incorporated bank or trust company payable to the order of the “Town of Greenburgh, New York”, and must precede the bid. 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 and the wire transfer number must be provided on the “Proposal for Bonds” when the bid is submitted. Bidders must contact Capital Markets Advisors LLC, 1075 Route 82, Suite 4, Hopewell Junction, New York 12533 (Telephone No. (845) 227-8678), the Town’s Municipal Advisor, no later than 24 hours prior to the sale to obtain the Town’s wire instructions. No interest on the Deposit will accrue to the Purchaser. The Deposit will be applied to the purchase price of the bonds.
THE TOWN RESERVES THE RIGHT TO CHANGE THE TIME AND/OR DATE FOR THE OPENING OF BIDS. NOTICE OF ANY SUCH CHANGE SHALL BE PROVIDED NOT LESS THAN ONE HOUR PRIOR TO THE TIME SET FORTH ABOVE FOR THE OPENING OF BIDS BY MEANS OF A SUPPLEMENTAL NOTICE OF SALE TO BE TRANSMITTED OVER TM3.
If the Bonds qualify for issuance of any policy of municipal bond insurance or commitment therefore at the option of a bidder, the purchase of any such insurance policy or the issuance of any such commitment therefore 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 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 of the purchase contract.
In the event that prior to the delivery of the Bonds, the income received by owners thereof from Bonds of the same type and character becomes includable in the gross income of such owners for Federal income tax purposes, the successful bidder may, at such bidder’s election, be relieved of such bidder’s obligations under the contract to purchase the Bonds, and in such case, the deposit accompanying the bid will be returned.
The purchase price of the Bonds, in accordance with the purchaser’s bid, shall be paid IN FEDERAL FUNDS or other funds available for immediate credit on the day of delivery, in an amount equal to the par amount of such Bonds, plus the premium, if any, plus accrued interest from the date of such Bonds until said day of delivery, less the amount of the good faith deposit submitted with the bid. The closing on said Bonds will take place at the offices of Norton Rose Fulbright US LLP, 1301 Avenue of the Americas, 28th Floor, New York, New York, on or about November 1, 2017.
CUSIP identification numbers will be printed on said Bonds if the purchaser provides Bond Counsel with such numbers by telefax or any other mode of written communication (verbal advice will not be accepted) by 5:00 o’clock P.M. on the date of sale of the Bonds, but neither the failure to print such number on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the purchaser thereof to accept delivery of and pay for said Bonds in accordance with the terms of the purchase contract. All expenses in relation to the printing of CUSIP numbers on said Bonds shall be paid for by the issuer; 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 purchaser.
The Bonds will be available for inspection by the purchaser at DTC not less than 24 hours prior to the time set for the delivery thereof. It shall be the responsibility of the purchaser to verify the CUSIP numbers at such time.
As a condition to the purchaser’s obligation to accept delivery of and pay for the Bonds, the following documents, dated as of the date of the delivery of and payment for the Bonds, will be available to the purchaser, without cost: (i) a certificate of the Supervisor certifying that (a) as of the date of the Official Statement furnished by the Town in relation to said Bonds (which Official Statement is deemed by the Town to be final for purposes of Securities and Exchange Commission Rule 15c212 (the “Rule”), except for the omission therefrom of those items allowable under the Rule), said Official Statement did not contain any untrue statements 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, subject to the condition that while information in said Official Statement obtained from sources other than the Town is not guaranteed as to accuracy, completeness or fairness, the Supervisor has no reason to believe and does not believe that such information is materially inaccurate or misleading, and (b) to the Supervisor’s knowledge, since the date of said Official Statement, there have been no material transactions not in the ordinary course of affairs entered into by the Town and no material adverse changes in the general affairs of the Town or in its financial condition as shown in said Official Statement other than as disclosed in or contemplated by said Official Statement; (ii) a Continuing Disclosure Undertaking Certificate of the Town, executed by the Supervisor, substantially as described in the Official Statement; (iii) a Closing Certificate, constituting receipt for the Bond proceeds and a signature certificate, which will include a statement that no litigation is pending or, to the knowledge of the signers, threatened affecting the Bonds; (iv) a tax certificate executed on behalf of the Town which includes, among other things, covenants, relating to compliance with the Internal Revenue Code of 1986 (the “Code”), with the owners of the Bonds that the Town will, among other things, (A) take all actions on its part necessary to cause interest on the Bonds not to be includable in the gross income of the owners thereof for Federal income tax purposes, including, without limitation, restricting, to the extent necessary, the yield on investments made with the proceeds of the Bonds and investment earnings thereon, making required payments to the Federal government, if any, with regard to both the Bonds and any obligations refunded with proceeds of the Bonds, and maintaining books and records in a specified manner, where appropriate, and (B) refrain from taking any action which would cause interest on the Bonds to be includable in the gross income of the owners thereof for Federal income tax purposes, including, without limitation, refraining from spending the proceeds of the Bonds and investment earnings thereon on certain specified purposes; and (v) the unqualified legal opinion as to the validity of the Bonds of Norton Rose Fulbright US LLP, New York, New York, Bond Counsel, substantially in the form attached to the Official Statement.
The successful bidder shall agree to comply with the requirements of Schedule A hereto relating to the establishment of the “issue price” of the Bonds as defined for purposes of Section 148 of the Code.
THE TOWN WILL NOT DESIGNATE THE BONDS “QUALIFIED TAX-EXEMPT OBLIGATIONS” PURSUANT TO SECTION 265(B)(3) OF THE CODE.
Any party executing and delivering a bid for the Bonds agrees, if its bid is accepted by the Town, to provide to the Town, in writing, within two business days after the date of such award, all information which said successful bidder determines is necessary for it to comply with the Rule, including all necessary pricing and sale information, information with respect to the purchase of municipal bond insurance, if any, and underwriter identification. Within five business days following receipt by the Town thereof, the Town will furnish to the successful bidder, in reasonable quantities as requested by the successful bidder, copies of said Official Statement, updated as necessary, and supplemented to include said information. Failure by the successful bidder to provide such information will prevent the Town from furnishing such Official Statement as described above. The Town shall not be responsible or liable in any manner for the successful bidder’s determination of information necessary to comply with the Rule or the accuracy of any such information provided by the successful bidder or for failure to furnish such Official Statement as described above which results from a failure by the successful bidder to provide the aforementioned information within the time specified. Acceptance by the successful bidder of such final Official Statement shall be conclusive evidence of the satisfactory completion of the obligations of said Town with respect to the preparation and delivery thereof.
The population of the Town as shown by 2015 U.S. Census Bureau data is 90,809. The Debt Statement, prepared as of September 16, 2017, will show a full valuation of real property subject to taxation by the Town to be $17,391,676,555, its debt limit to be $1,217,417,358, and its total net indebtedness subject to limit (exclusive of the Bonds) to be $53,045,000. The issuance of the Bonds will increase the total net indebtedness of the Town by $18,583,340. Concurrently with the issuance of the Bonds, the Town will also issue Public Improvement Refunding (Serial) Bonds, 2017 pursuant to a separate notice of sale. A detailed Official Statement will be furnished to any interested bidder upon request.
COPIES OF THE OFFICIAL STATEMENT AND NOTICE OF SALE ARE AVAILABLE AT www. capmark.org.
Dated: Greenburgh, New York September 29, 2017