$8,890,000 HICKSVILLE WATER DISTRICT IN THE TOWNS OF OYSTER BAY AND HEMPSTEAD NASSAU COUNTY, NEW YORK
WATER DISTRICT REFUNDING (SERIAL) BONDS, 2018 NOTICE OF BOND SALE
Proposals will be received and considered by the undersigned Treasurer of the Hicksville Water District in the Towns of Oyster Bay and Hempstead, Nassau County, New York, (the “Water District”), at Munistat Services, Inc., 12 Roosevelt Avenue, Port Jefferson Station, New York 11776, and if not delivered in sealed, physical form, may be transmitted via I Preo’s Parity Electronic Bid Submission System (“PARITY”) or by facsimile transmission to (631) 331-8834 (see “Submission of Bids” herein), until 11:00 A.M., Prevailing Time, on September 12, 2018, at which time and place the bids will be considered, for the purchase at not less than par and accrued interest of
$8,890,000 Water District Refunding (Serial) Bonds, 2018, of said Water District, dated October 2, 2018 (the “Bonds”), and maturing December 15 in the years and amounts set forth below:
with interest payable semi-annually on December 15, 2018 and June 15 and December 15 in each year 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 360-day year and twelve 30-day months) which the Bonds are to bear in multiples of one-hundredth or one-eighth of one per cent. All Bonds maturing on the same date must bear interest at the same rate. The Water District 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. Bids may also be submitted by facsimile at (631) 331-8834. Once the bids are communicated via facsimile or electronically via Parity to the Water District, or physically delivered, each bid will constitute an irrevocable offer to purchase the Bonds pursuant to the terms therein provided.
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 Water District 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.
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 Water District 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 Water District 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 Water District is using PARITY as a communications mechanism, and not as the Water District’s agent, to conduct the electronic bidding for the Water District’s Bonds. The Water District 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 Water District 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 may notify the Water District’s Financial Advisor, Munistat Services Inc. at 631-331-8888. The Water District, 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 registered form. The Bonds may be issued in denominations of $5,000 or integral multiples thereof at the election of the successful bidder, but unless such election is made on the day of award, the Bonds shall be issued as described in the following paragraph.
The Bonds will be initially issued in registered form in denominations such that one Bond shall be issued for each maturity of Bonds in such amounts as hereinafter set forth, 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 “BookEntryOnly System” of DTC as described in the Official Statement prepared by the Water District with respect to the Bonds. Principal and interest on the Bonds will be payable by check or draft mailed by the Water District Clerk (the “Fiscal Agent”) to DTC, or to its nominee, Cede & Co., as the registered owner of the Bonds. The purchaser of the Bonds may, however, elect to have the Bonds registered in the name of the purchaser, or a nominee of the purchaser, rather than Cede & Co., and in that case such payments shall be made to the registered owner and the Book-Entry-Only System shall not apply to the Bonds at the date of delivery of the Bonds. In such case, the Bonds shall be issued as certificated bonds in fully registered form in denominations of $5,000, or integral multiples thereof. Payments of principal and interest on the Bonds shall be payable at the office of the Water District Clerk or another fiscal agent for the Bonds, or, at the option of the Water District, at a principal corporate trust office of a bank or trust company to be named by the Water District as its fiscal agent.
Principal 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 Water District, 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. The Bonds may not be converted into coupon bonds or be registered to bearer.
The Bonds maturing on or before December 15, 2025 are not be subject to redemption prior to maturity. The Bonds maturing on or after December 15, 2026, and thereafter will be subject to redemption prior to maturity, at the option of the Water District, 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 December 15, 2025, at par plus accrued interest to the date of redemption.
The Bonds shall be redeemable prior to maturity upon the giving of notice which identifies the Bonds to be redeemed, by mailing such notice to the registered holders thereof at their respective addresses as shown upon the registration books of the Fiscal Agent at least 30 days prior to the date set for any such redemption. If notice of redemption shall have been given as aforesaid, the Bonds so called for redemption shall become due and payable at the applicable redemption price on the redemption date designated in such notice, and interest on such Bonds shall cease to accrue from and after such redemption date.
The Local Finance Law requires the Water District to pledge its faith and credit for the payment of the principal of the Bonds and the interest thereon. The Nassau County Civil Divisions Act, at Section 324.8, provides that the amount required to pay the principal and interest on Water District Bonds payable during any year shall be raised by the levy of an ad valorem tax on all the taxable property in the Water District as the same appears upon the assessment rolls of the County of Nassau.
Each bid must be for all of said $8,890,000 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) the maximum difference between the highest and lowest rate of interest bid may not exceed four per centum per annum, (iii) all rates of interest bid must be stated in a multiple of one-eighth or one-hundredth of one per centum per annum, and (iv) no rate may exceed six 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 net interest cost computed in accordance with the net interest cost method of calculation. The net 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 net 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. The right is reserved to reject any or all bids, and any bid not complying with this Notice of Sale will be rejected. Each bid delivered in physical form must be enclosed in a sealed envelope addressed to the undersigned Supervisor, and should be marked on the outside “Proposal for Bonds”.
A good faith deposit (the “Deposit”) in the form of a certified or cashier’s check, or a financial surety bond in the amount of $177,800 payable to the order of the Hicksville Water District 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 “Hicksville Water District, New York”, and must accompany the bid. If a financial surety bond is used, it must be from an insurance company licensed to issue such a bond in the State of New York, the claims paying ability of which is rated in the highest rating category by at least two nationally recognized statistical rating organizations, and such bond must be submitted to the Water District or its Financial Advisor prior to the opening of the bids. The financial surety bond must identify each bidder whose deposit is guaranteed by such financial surety bond. If the Bonds are to be awarded to a bidder utilizing a financial surety bond, then the purchaser is required to submit its Deposit to the Water District in the form of a certified or cashier’s check in such amount, as instructed by the Water District or its Financial Advisor, not later than 2:00 P.M. (Prevailing Time) on the next business day following the award. If such deposit is not received by that time, the financial surety bond may be drawn by the Water District to satisfy the Deposit requirement. No interest on the Deposit will accrue to the Purchaser. The Deposit will be applied to the purchase price of the Bonds.
The Bonds are issued to refund the outstanding $9,280,000 principal amount of the Water District’s $13,000,000 Water District (Serial) Bonds, 2011, as described in the Official Statement of the Water District dated the date hereof, which is incorporated herein by reference.
THE WATER DISTRICT 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 in-
creased 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 his election, be relieved of his obligations under the contract to purchase the Bonds, and in such case, the deposit accompanying his 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. 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 October 2, 2018.
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 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 items will be available to the purchaser, without cost, dated as of the date of the delivery of and payment for the Bonds: (i) a certificate of the Treasurer certifying that (a) as of the date of the Official Statement furnished by the Water District in relation to said Bonds (which Official Statement is deemed by the Water District to be final for purposes of Securities and Exchange Commission Rule 15c212 (the “Rule”), except for the omission therefrom of those items allowable under said 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 Water District is not guaranteed as to accuracy, completeness or fairness, he has no reason to believe and does not believe that such information is materially inaccurate or misleading, and (b) to his 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 Water District and no material adverse changes in the general affairs of the Water District 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 Water District, executed by the Treasurer, 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 Water District 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 Water District will, among other things, (A) take all actions on its part necessary to cause interest on the Bonds to be excludable from 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, substantially in the form attached to the Official Statement.
Although the Bonds are being sold pursuant to this Notice of Sale, the Bonds are nonetheless being sold at “private sale” within the meaning of Section 90.10 (f)(2) of the Local Finance Law and, accordingly, the sale of the Bonds pursuant to this Notice of Sale is subject to the approval of the terms and conditions of the sale by the State Comptroller. Each bidder, by submitting a bid, is agreeing to supply such pricing and sale information as is necessary to obtain such approval in a timely manner following award of the Bonds.
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 offering price or yield to the public of each maturity of the Bonds (each an “Initial Reoffering Price”) as of the date of the award upon which the winning bidder’s bid is based.
By submitting a bid, the winning bidder agrees (unless the winning bidder is purchasing the Bonds for its own account and not with view to distribution or resale to the public) that if the Competitive Sale Requirements are not met, it will satisfy the requirements (a), (b) and (c) under the heading “Hold the Price Requirements” below.
Hold the Price Requirements
The winning bidder:
(a) will make a bona fide offering to the public of each maturity of the Bonds at its Initial Reoffering Price 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 maturity of Bonds 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 ten (10) percent of the Bonds of such maturity at a price that is no higher, or a yield that is no lower, than its Initial Reoffering Price or (ii) the close of business of the 5th business day after the date of the award of the Bonds, and
(c) has included or will include within any agreement among underwriters, any selling group agreement and each retail distribution agreement 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.
Regardless of whether or not the Competitive Sale Requirements were met, the winning bidder shall submit to the District 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 can be obtained by contacting Bond Counsel or the Municipal Advisor.
If the winning bidder has purchased any of 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 prices at which the purchase of the Bonds was made.
For purposes of this Notice: (1) “maturity” refers to Bonds that have the same interest rate, credit and payment terms; (2) “public” means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an underwriter or a related party to an underwriter; (3) “related party” for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly; and (4) “underwriter” means (i) any person that agrees pursuant to a written contract with the District (or with the winning bidder to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in immediately preceding clause (i) to participate in the initial sale of the Notes to the public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Notes to the public).
The Water District will not designate the Bonds “qualified tax-exempt obligations” pursuant to the Code.
Any party executing and delivering a bid for the Bonds agrees, if its bid is accepted by the Water District, to provide to the Water District, 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 Water District thereof, the Water District 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 Water District from furnishing such Official Statement as described above. The Water District 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 Water District with respect to the preparation and delivery thereof.
The population of the Water District is approximately 48,000 (District Estimate). No Debt Statement is required to be prepared for the Water District. The issuance of the Bonds will not increase the total net indebtedness of the Water District. A printed Official Statement will be furnished to any interested bidder upon request.