VILLAGE OF WILLIAMSVILLE ERIE COUNTY, NEW YORK PUBLIC IMPROVEMENT SERIAL BONDS, 2018A
Sealed proposals or, at the option of bidders, proposals delivered via facsimile via Ipreo’s Parity electronic bid submission system (“Parity”) will be received at the offices of Municipal Solutions, Inc. (the “Municipal Advisor”), 2528 State Route 21, Canandaigua, New York 14424 (Telephone No. 585.394.4090, Fax No. 585.394.4092), to be considered by the undersigned Village Treasurer, or such Treasurer’s successor or designated agent, of the Village of Williamsville, Erie County, New York (the “Village”) as outlined above for the purchase of $1,292,000 Public Improvement Serial Bonds, 2018A of the Village (the “Bonds”). The Bonds are being issued to finance the acquisition of fire-fighting vehicles and apparatus ($932,000 of this issue) and the acquisition of various equipment for use by the Department of Public Works of the Village ($360,000 of this issue). The proceeds of the Bonds will provide original financing for the acquisitions.
The Bonds will be valid and legally binding general obligations of the Village, for the payment of which the Village has pledged its faith and credit. Unless paid from other sources, all the taxable real property in the Village will be subject to the levy of ad valorem real estate taxes to pay the principal of the Bonds and the interest thereon, without limitation as to rate or amount (subject to certain statutory limitations imposed by Chapter 97 of the 2011 Laws of New York). The New York State Constitution requires the Village 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 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 Village, a sufficient sum shall be set apart from the first revenues thereafter received and shall be applied for such purposes. The Village Treasurer may be required to set apart and apply such revenues as aforesaid at the suit of any holder of the Bonds.
The Bonds are payable in annual installments which, together with interest thereon, are expected to provide for substantially level or declining annual debt service with respect to the Bonds, as defined and described in paragraph d of Section 21.00 of the New York Local Finance Law, on July 15 in each year as follows:
*Amounts are subject to adjustment by the Village in accordance with Section 58.00(c)(2) of the Local Finance Law.
The Village, after approval of Bond Counsel, may, after selecting the successful bidder as provided herein, and by 4:00 o’clock P.M. (Prevailing Time) on the Sale Date, adjust such installments of principal to the extent necessary to meet the requirements of substantially level or declining annual debt service. Any such adjustment shall be conclusive, and shall be binding upon the successful bidder.
The Bonds maturing on or before July 15, 2026 will not be subject to redemption, in whole or in part, prior to maturity. The Bonds maturing on or after July 15, 2027 will be subject to redemption prior to maturity, at the option of the Village, on July 15, 2026 or on any date thereafter, in whole or in part, and if in part, in any order of their maturity and in any amount within a maturity (selected at random within a maturity), at par (100%) plus accrued interest to the date of redemption. Notice of the call for such redemption shall be given by mailing such notice to the registered owners thereof not more than sixty (60) days nor less than thirty (30) days prior to the designated redemption 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 notice of redemption, become due and payable, together with interest to such redemption date. Interest shall cease to be paid thereon after such 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 at random (by lot in any other customary manner of selection as determined by the Village Treasurer).
The Village may provide conditional notice of redemption, which may state that such redemption is conditioned upon the receipt of moneys and/or any other event. If any such condition is not satisfied, such redemption shall not occur, and the Village is to give notice thereof, as soon as practicable, in the same manner, to the same person(s), as notice of such redemption was given. Additionally, any such redemption notice may be rescinded by the Village no later than one business day prior to the date specified for redemption, by written notice by the Village given in the same manner, to the same person(s), as notice of such redemption was given.
The Bonds will be dated December 19, 2018, will mature on July 15 in the years and amounts stated above and will bear interest payable on July 15, 2019 and semiannually thereafter on January 15 and July 15 of each year until maturity (or earlier redemption). The record date of the Bonds will be the last business day of the calendar month preceding each interest payment date.
The Bonds will be issued in registered form and, at the option of the initial purchaser, may be registered to the Depository Trust Company (“DTC” or the “Securities Depository”), or may be registered in the name of the initial purchaser.
If the Bonds are issued in non-book-entry form, they will be issued as registered obligations, registered in the name of the purchaser. Principal of and interest on the Bonds will be payable at maturity at such bank or trust company located and authorized to do business in the State of New York or at such other office as may be designated by the purchaser. Under this scenario, the paying agent on the Bonds may be designated by the winning bidder and paying agent fees, if any, shall be paid by the purchaser.
If the Bonds are issued in book-entry form, the Village will act as the paying agent, and the Bonds will be (i) registered in the name of Cede & Co., as nominee of DTC, and (ii) deposited with DTC to be held in trust until maturity. DTC is an automated depository for securities and a clearinghouse for securities transactions, and will be responsible for establishing and maintaining a book-entry system for recording the ownership interest of its participants, which include certain banks, trust companies and securities dealers, and the transfer of interests among its participants. The DTC participants will be responsible for establishing and maintaining records with respect to the Bonds. Individual purchases of beneficial ownership interest in the Bonds may be made only through book entries (without certificates issued by the Village) made on the books and records of DTC (or a successor depository) and its nominee as registered owner of the Bonds, in denominations of $5,000 or integral multiples thereof, except for one Bond of an odd denomination maturing in 2019, as may be designated by the purchaser. Principal of and in rest on the Bonds will be payable by the Village or its agent by wire transfer or in clearing house funds to DTC or its nominee as registered owner of the Bonds. 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 Village 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.
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 Municipal Advisor to apply for assignment of CUSIP numbers within one business day after the dissemination of the Notice of Sale. The Village will not be responsible for any delay occasioned by the inability to deposit the Bonds with DTC due to the failure to obtain such numbers and to supply them to the Village in a timely manner. All expenses in relation to the printing of CUSIP numbers on the Bonds shall be paid for by the Village; provided, however, that the CUSIP Service Bureau charge for the assignment of said numbers shall be the responsibility of and shall be paid for by the successful bidder.
THE BONDS WILL BE DESIGNATED AS “QUALIFIED TAX-EXEMPT OBLIGATIONS” PURSUANT TO SECTION 265(B)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
Each proposal must be for all of the Bonds and may state different rates of interest for Bonds maturing in different calendar years; provided, however, that (1) only one rate of interest may be bid for all Bonds maturing in any one calendar year, (2) 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 (3) all rates of interest bid must be stated in a multiple of one-eighth or one-hundredth of one per centum per annum. No proposed purchase price may be less than the total par value of the Bonds. No proposal for less than all of the Bonds will be considered. The date of delivery is currently anticipated to be the same as the dated date. If the date of delivery changes, the successful bidder shall be obligated to pay the price bid plus accrued interest, if any, on the Bonds from December 19, 2018 to the date of delivery.
Each proposal must (1) be enclosed in a sealed envelope, the outside of which should be marked “Proposal for $1,292,000 Public Improvement Serial Bonds, 2018A”, and be addressed as follows to the Sale Officer, viz.: Lynda L. Juul, Village Treasurer of the Village of Williamsville, c/o Municipal Solutions, Inc., 2528 State Route 21, Canandaigua, New York 14424; (2) be received via facsimile transmission at 585.394.4092; or (3) be submitted electronically via Parity. In the case of a facsimile bid, neither the Village nor its agents will assume liability for any inability of the bidder to reach the above-named fax number prior to the time of sale outlined above; time of receipt will be the time recorded by the facsimile receiver. In the case of a Parity bid, 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 Bond Sale. If any provisions of this Notice of Bond Sale shall conflict with information provided by Parity, as an approved provider of electronic bidding services, this Notice of Bond 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. Prospective bidders wishing to submit electronic bids via Parity must be contracted customers of Parity. Prospective bidders not having a contract with Parity may call 212.849.5021 to become a customer.
As a condition precedent to the consideration of a proposal, a good faith deposit (the “Deposit”) in the form of a certified or cashier’s check or wire transfer in the amount of $6,460 payable to the
order of the Village is required. If a check is used, it must be drawn upon an incorporated bank or trust company to the order of “Village of Williamsville” and must accompany the bid. If a wire transfer is used, it must be sent to the account so designated by the Village for such purpose, not later than 10:00 A.M. on the date of the sale, and the wire transfer reference number must be provided on the “Proposal For Bonds” when the bid is submitted. Bidders are instructed to contact Municipal Solutions, Inc., 2528 State Route 21, Canandaigua, New York 14424 (Phone: 585.394.4090, Fax: 585.394.4092), the Village’s municipal advisor, no later than 24 hours prior to the bid opening to obtain the Village’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 check or wire transfer deposited by the bidder to whom the Bonds are awarded will be retained by the Village and the amount thereof will be applied as provided by law. No interest will be allowed upon the Deposit. The right is reserved to reject any or all bids, and except as hereinafter provided, any bid not complying with the terms of this notice may be rejected.
Unless all bids are rejected, the Bonds will be awarded to the bidder complying with the terms of sale and offering to purchase the 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 (assuming that all of the Bonds will be held to maturity), that being the rate or rates of interest that will produce the least interest cost over the life of the Bonds, after accounting for the premium offered, if any. For purposes of evaluating bids received, net interest cost will be calculated using the assumption that the Bonds will be held until maturity. In the event the Village receives two or more bids specifying the same lowest net interest cost, then the successful bidder shall be selected by the Village Treasurer by lot from among all such bidders. Notwithstanding anything herein to the contrary, the Village reserves the right to waive any technical defects, omissions or other deficiencies in the form of any proposal submitted for consideration.
Award of the Bonds to a successful bidder, or rejection of any bids, is expected to be made promptly after opening of the bids, but a successful bidder may not withdraw its proposal until after 5:00 o’clock P.M. (Prevailing Time) on the day of such bidopening and then only if such award has not been made prior to the withdrawal.
If the Bonds qualify for the 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 the Bonds in accordance with the terms of this Notice of Bond Sale.
The Bonds must be paid for in federal funds or other funds available for immediate credit in New York, New York on December 19, 2018, or at such other place and time as may be agreed upon with the successful bidder.
THE VILLAGE RESERVES THE RIGHT TO CHANGE THE DATE AND TIME 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 BOND SALE DISSEMINATED VIA TM3. IN ADDITION, SUCH NOTICE SHALL BE GIVEN TO THE NEWS MEDIA AND SHALL BE POSTED IN ONE OR MORE DESIGNATED PUBLIC LOCATIONS WITHIN THE VILLAGE AT LEAST ONE HOUR PRIOR TO THE TIME AND DATE SET FOR THE OPENING OF BIDS.
In the event that prior to the delivery of the Bonds, the income received by owners 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 its election, be relieved of its obligations hereunder to purchase the Bonds and, in such case, the Deposit accompanying its bid will be returned.
The population of the Village is approximately 5,300 (per 2010 U.S. Census). The debt statement to be filed pursuant to Section 109.00 of the Local Finance Law in connection with the sale of the Bonds, prepared as of November 16, 2018, shows the average five-year full valuation of real property subject to taxation by the Village to be $402,185,406; the debt limit of the Village to be $28,152,978; and the total net indebtedness (and after factoring in all applicable exclusions and prior to the issuance of the Bonds) to be $3,011,000. The issuance of the Bonds will increase the Village’s total net indebtedness by $1,292,000 (without regard to any exclusions that may apply).
CUSIP identification numbers will be printed on the Bonds if Bond Counsel is provided with such numbers by the close of business 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 the Bonds in accordance with the terms of the purchase contract. All expenses in relation to the printing of CUSIP numbers on the Bonds shall be paid for by the Village, provided, however, that the CUSIP Service Bureau charge for the assignment of CUSIP numbers shall be the responsibility of and shall be paid for by the purchaser.
As a condition to the purchaser’s obligation to accept delivery of and pay for the Bonds, the purchaser will be furnished, without cost, the following, dated as of the date of the delivery of and payment for the Bonds: (1) a certificate of the Village Treasurer certifying that (a) as of the date of the official statement furnished by the Village in relation to the Bonds, the official statement did not contain any untrue statement of 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 the official statement obtained from sources other than the Village is not guaranteed as to accuracy, completeness or fairness, the Village Treasurer has no reason to believe and does not believe that such information is materially inaccurate or misleading, and (b) to the knowledge of the Village Treasurer, since the date of the official statement, there have been no material transactions not in the ordinary course of affairs entered into by the Village and no material adverse changes in the general affairs of the Village or in its financial condition as shown in the official statement other than as disclosed or contemplated by the official statement, (2) a closing certificate, evidencing receipt for the proceeds of the Bonds 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, (3) a tax certificate executed on behalf of the Village which includes, among other things, covenants, relating to compliance with the Code, with the owners of the Bonds that the Village will, among other things, (a) take all actions on its part necessary to cause interest on the Bonds to be excluded 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 thereof, making required payments to the federal government, if any, and maintaining books and records in a specified manner, where appropriate, and (b) refrain from taking 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 (4) the approving opinion of Hodgson Russ LLP, of Buffalo, New York, Bond Counsel, to the effect that the Bonds are valid and legally binding general obligations of the Village for which the Village has pledged its faith and credit and, unless paid from other sources, all the taxable real property within the Village is subject to the levy of ad valorem real estate taxes to pay the Bonds and interest thereon, without limitation as to rate or amount (subject to certain statutory limitations imposed by Chapter 97 of the 2011 Laws of New York).
Bond Counsel will deliver an opinion that interest on the Bonds is excluded from gross income for federal income tax purposes and is not an “item of tax preference” for purposes of the federal alternative minimum tax imposed on individuals, with certain exceptions described in the body of the official statement prepared by the Village in connection with the sale of the Bonds, and such interest is exempt from New York State and New York City personal income taxes.
The official statement dated November 29, 2018 relating to the Bonds is in a form “deemed final” for purposes of SEC Rule 15c2-12 (the “Rule”), except for the omission therefrom of those items allowable under the Rule.
Any party executing and delivering a bid for the Bonds agrees, if its bid is accepted by the Village, to provide to the Village in writing, within two business days after the date of such award, all information which the purchaser determines is necessary for it to comply with the Rule, including all necessary pricing and sale information, information with respect to the purchase of bond insurance, if any, and underwriter identification. Within five business days following receipt by the Village thereof, the Village will furnish to the purchaser, in reasonable quantities as requested by the purchaser, copies of the official statement, updated as necessary, and supplemented to include such information. Failure by the purchaser to provide such information will prevent the Village from furnishing the official statements as described above. The Village shall not be responsible or liable in any manner for the purchaser’s determination of information necessary to comply with the Rule or the accuracy of any such information provided by the purchaser or for failure to furnish the official statements as described above which results from a failure by the purchaser to provide the aforementioned information within the time specified. Acceptance by the purchaser of the final official statements shall be conclusive evidence of the satisfactory completion of the obligation of the Village with respect to the preparation and delivery thereof.
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 ten percent of each maturity of the Bonds (as hereinafter defined) is not sold on the Sale Date and 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.
For purposes of the “hold the price” or “follow the price” requirement described below, a “maturity” refers to Bonds that have the same interest rate, credit and payment terms.
(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 the Village and 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 ten 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 Village and 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
(b) will report to the Village and Bond Counsel information regarding the actual prices at which at least ten percent of the Bonds within each maturity of the Bonds have been sold to the public,
(c) will provide the Village 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 ten percent of each maturity of the Bonds has been sold to the public, 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.
Regardless of whether or not the Competitive Sale Requirements were met, the winning bidder shall submit to the Village and Bond Counsel a certificate (the “Issue Price Certificate”), satisfactory to Bond Counsel, prior to the delivery of the Bonds stating the applicable facts as described above. The form of Issue 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 Issue 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.
Unless the Bonds are purchased for the buyer’s own account, as principal for investment and not for resale, the Village will agree in a continuing disclosure undertaking (the “Undertaking”) to provide, or cause to be provided, in accordance with the requirements of the Rule, certain customarily prepared and publicly available financial information or operating data, as well as timely notice of the occurrence of certain designated events. Reference is made to the official statement for further details regarding the Undertaking.
Requests for copies of the official statement of the Village relating to the Bonds offered hereby, additional copies of this Notice of Bond Sale or any other additional information may be directed to Municipal Solutions, Inc., 2528 State Route 21, Canandaigua, New York 14424, Phone 585.394.4090, Fax 585.394.4092.
Dated: November 29, 2018 Lynda L. Juul
Village Treasurer and Chief Fiscal Officer Village of Williamsville