VIL­LAGE OF WILLIAMSVILLE ERIE COUNTY, NEW YORK PUB­LIC IM­PROVE­MENT SE­RIAL BONDS, 2018A

The Bond Buyer - - Competitive Sales Notices -

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

Coun­sel,

(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

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