$18,583,340

TOWN OF GREENBURGH, WESTCH­ESTER COUNTY, NEW YORK PUB­LIC IM­PROVE­MENT (SE­RIAL) BONDS, 2017 NO­TICE OF BOND SALE

The Bond Buyer - - Competitive Sales Notices -

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.

Terms

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

___________________________ Su­per­vi­sor

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