WARSAW - INTENT TO SELL BONDS
July 28, 2016 at 4:25 p.m.
By -
Upon not less than twenty-four (24) hours' notice given by telephone by or on behalf of the City of Warsaw, Indiana, Redevelopment District (the “District”), prior to the sale date, currently anticipated to be at 11:00 a.m. (Eastern Daylight Savings Time) on Tuesday, September 27, 2011, the District will receive or cause to be received sealed proposals at the office of the District's Financial Advisor, H.J. Umbaugh & Associates, 8365 Keystone Crossing, Suite 300, Indianapolis, Indiana 46240 (the “Financial Advisor”), and shall open and consider each proposal for the purchase of special taxing district bonds of the District designated as “City of Warsaw, Indiana, Redevelopment District Special Taxing District Bonds, Series 2011” (the “Bonds”), in the aggregate principal amount of One Million Two Hundred Fifty-five Thousand and 00/100 Dollars ($1,255,000.00), bearing interest at a rate or rates not exceeding four percent (4%).
Interest on the Bonds shall be calculated on the basis of twelve (12) thirty (30)-day months for a three hundred and sixty (360)-day year and shall be payable semiannually on January 15 and July 15 in each year, commencing July 15, 2012. The Bonds will be issued as fully registered bonds in denominations of Five Thousand Dollars ($5,000) and any integral multiple thereof not exceeding the aggregate principal amount of such Bonds maturing in any one year, shall be numbered consecutively from 11AR-1 upward, shall bear an original issue date which shall be the date upon which the Bonds are to be delivered and shall mature semiannually on January 15 and July 15 in the years and the amounts as follows):
Maturing Amount
July 15, 2012 $80,000
January 15, 2013 85,000
July 15, 2013 85,000
January 15, 2014 90,000
July 15, 2014 90,000
January 15, 2015 90,000
July 15, 2015 90,000
January 15, 2016 90,000
July 15, 2016 90,000
January 15, 2017 90,000
July 15, 2017 90,000
January 15, 2018 95,000
July 15, 2018 95,000
January 15, 2019 95,000
Bids may be submitted electronically via BidUmbaugh, the website of the Financial Adviser (“BidUmbaugh”). Bidders may access the sale at BidUmbaugh via the sale link at Internet Address www.bidumbaugh.com for a specified period of time on the date of sale, which is expected to be between 10:30 a.m. and 11:00 a.m. (Eastern Daylight Savings Time) on September 27, 2011. To bid via BidUmbaugh, bidders must have both (1) completed the registration form on BidUmbaugh, or through MuniAuction (“MuniAuction”) at www.GrantStreet.com, if not previously registered, and (2) requested and received admission to the District's auction, as described in the Registration and Admission to Bid and details set forth in this notice.
Sealed bids may be submitted to the Financial Advisor at the address described above until 11:00 a.m. (Eastern Daylight Savings Time) on the date of sale. Bids may also be emailed to [email protected] or faxed to the District in care of its Financial Advisor at 317.465.1550.
Following the receipt of bids and determination of the successful bidder, the District reserves the right to resize the principal maturities of the Bonds to provide for approximately level debt service payments for bonded indebtedness.
Principal and premium, if any, on the Bonds will be payable at the principal office of the Registrar and Paying Agent for the Bonds (the “Registrar” and the “Paying Agent”) to be selected by the Clerk-Treasurer of the City of Warsaw, Indiana (the “City”). Interest on the Bonds will be paid by check or draft mailed or delivered to the registered owner thereof at the address as it appears on the registration books kept by the Registrar as of the last day of the month immediately preceding the interest payment date or at such other address as is provided to the Paying Agent in writing by such registered owners. If payment of principal or interest is made to a depository, payment shall be made by wire transfer on the interest payment date in same-day funds.
The Bonds will be fully registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York, to which principal and interest payments on the Bonds will be paid. Individual purchases will be in book-entry-form only.
The Bonds are not subject to optional redemption.
Upon the election of the successful bidder, all or a portion of the Bonds may be issued as one or more term bonds subject to mandatory sinking fund redemption on January 15 and July 15 of the years set forth above at 100% of the face value in accordance with the schedule set forth above. If any Bonds are subject to mandatory sinking fund redemption, the Registrar and Paying Agent shall credit against the mandatory sinking fund requirement for any term bonds and corresponding mandatory sinking fund redemption obligation, in the order determined by the Issuer, any term bonds maturing on the same date which have previously been redeemed (otherwise than as a result of a previous mandatory redemption requirement) or delivered to the Registrar or Paying Agent for cancellation or purchased for cancellation by the Registrar and not theretofore applied as a credit against any redemption obligation. Each term bond so delivered or canceled shall be credited by the Registrar at 100% of the principal amount thereof against the mandatory sinking fund obligation on such mandatory obligations and the principal amount of that term bond to be redeemed by operation of the mandatory sinking fund requirement shall be accordingly reduced; provided, however, the Registrar shall only credit such term bonds to the extent received on or before forty-five (45) days preceding the applicable mandatory redemption date.
Notice of any mandatory sinking fund redemption will be mailed by first class mail by the Registrar and Paying Agent at least thirty (30) days and not more than sixty (60) days prior to the date selected for redemption to the registered owners of all Bonds to be redeemed at the address shown on the registration books of the Registrar; provided, however, that failure to give such notice by mailing or a defect in the notice or the mailing as to the Bonds will not affect the validity of any proceedings for redemption as to any other Bonds for which notice is adequately given. Notice having been mailed, the Bonds designated for redemption will, on the date specified in such notice, become due and payable at the then applicable redemption price. On presentation and surrender of such Bonds in accordance with such notice at the place at which the same are expressed in such notice to be redeemable, such Bonds will be redeemed by the Paying Agent and any other paying agent for that purpose. From and after the date of redemption so designated, unless default is made in the redemption of the Bonds upon presentation, interest on the Bonds designated for redemption will cease.
The Bonds may be transferred or exchanged at the office of the Registrar, subject to the terms and conditions of the Resolution.
Any person interested in submitting a bid for the Bonds must furnish in writing to the Clerk-Treasurer, c/o the Financial Advisor, Susan Clark, H.J. Umbaugh & Associates, 8365 Keystone Crossing, Suite 300, Indianapolis, Indiana 46240, telephone (317) 465-1536, facsimile (317) 465-1550, on or before 10:00 a.m. (Eastern Daylight Savings Time), Monday, September 26, 2011, the person's name, address, and telephone number. The person may also furnish a telex or facsimile number or email address. The Financial Advisor, on behalf of the Clerk-Treasurer, will cause each person so registered to be notified of the date and time bids will be received. The notification shall be made by telephone at the number furnished by such person or by email or telex or facsimile if a telex or facsimile number has been furnished. It is anticipated that the sale will occur at 11:00 a.m. (Eastern Daylight Savings Time) on Tuesday, September 27, 2011.
Each bid must be for all of the Bonds and must state the rate or rates of interest therefor, not exceeding the maximum per annum interest rate hereinbefore specified. Such interest rate or rates must be in multiples of one-eighth (1/8) or one-twentieth (1/20) of one percent (1%). Bids specifying more than one interest rate must also specify the amount and maturities of the Bonds bearing each rate. All Bonds maturing on the same date shall bear the same rate of interest, and the interest rate bid on any maturity of Bonds shall be equal to or greater than the interest rate bid on any and all prior maturities of Bonds. Subject to the provisions contained herein, the award will be made to the bidder offering the lowest net interest cost, to be determined by computing the total interest on all Bonds from the date thereof to the date of maturity and deducting therefrom the premium bid, if any, or adding thereto the amount of the discount, if any. Although not a term of sale, it is requested that each bid show the net dollar cost to final maturity and the net effective average interest rate on the entire issue.
No conditional bid or bids for less than ninety-nine percent (99%) of the par value of the Bonds, plus accrued interest at the rate or rates named to the date of delivery, will be considered. The right is reserved to reject any and all bids. If no acceptable bid is received on the date fixed for sale of the Bonds, the sale may be continued from day to day thereafter without further advertisement for a period not to exceed thirty (30) days, but if so continued, no bid will be accepted which offers an interest cost which is equal to or higher than the best bid received at the time fixed for the sale.
Each of the bids for the Bonds submitted by mail shall be sealed in an envelope marked “Bid for City of Warsaw, Indiana, Redevelopment District Special Taxing District Bonds, Series 2011.” Each bid must be on the form approved by the Clerk-Treasurer, without additions, alterations or erasures, which form may be obtained from the Financial Advisor at the address set forth herein.
Bidders must first visit the BidUmbaugh or MuniAuction site where, if they have never registered with BidUmbaugh or MuniAuction, they can register and then request admission to bid on the Bonds. Only NASD registered broker-dealer and dealer banks with DTC clearing arrangements will be eligible to bid electronically. Any questions pertaining to the BidUmbaugh or MuniAuction website may be directed to Ms. Courtney Santo ([email protected]), at (412) 391-5555, Ext. 393.
The “Rules” of BidUmbaugh can be viewed on BidUmbaugh or MuniAuction and are incorporated herein by reference. Bidders must comply with the Rules of BidUmbaugh in addition to requirements of this Notice of Intent to Sell. To the extent there is a conflict between the Rules of BidUmbaugh and this Notice of Intent to Sell, this Notice of Intent to Sell shall control. Bidders may change and submit bids as many times as they wish during the sale, but they may not withdraw a submitted bid. The last bid submitted by a bidder prior to the deadline for the receipt of bids will be compared to all other final bids to determine the winning bid. During the sale, no bidder will see any other bidder's bid, nor will such bidder see the status of its bid relative to the other bids (e.g., whether its bid is a leading bid).
The District reserves the right to amend any information contained in this Notice of Intent to Sell. The District also reserves the right to postpone, from time to time, the date established for the receipt of bids on the Bonds. Any such amendment or postponement will be announced on the Amendments page accessible through the View Amendments button of BidUmbaugh or MuniAuction, or via TM3 and/or Bloomberg wire service, at any time prior to the date and time established for the sale. If any date fixed for the auction is postponed, any alternative sale date will be announced at least twenty-four (24) hours prior to such alternative sale date.
The winning bidder will be notified and instructed to submit a good faith deposit which may consist of either a certified or cashier’s check or a wire transfer in the amount of $12,550.00 (“Deposit”) not later than 3:00 p.m. (Eastern Daylight Savings Time) on the next business day following the award by the District. If a check is submitted, it must be drawn on a bank or trust company which is insured by the Federal Deposit Insurance Corporation. The Deposit shall be made payable to “The City of Warsaw, Indiana, Redevelopment District” and shall be held as a guaranty of the performance of the bid. No interest on the Deposit will accrue to the successful bidder. In the event the successful bidder fails to honor its accepted bid, the Deposit will be retained by the District.
The successful bidder will be required to make payment for the Bonds in Federal Reserve or other immediately available funds and accept delivery of the Bonds within five (5) days after being notified that the Bonds are ready for delivery, at a bank designated by the District. Any premium bid must be paid in cash at the time of delivery as a part of the purchase price for the Bonds. The Bonds will be ready for delivery within forty-five (45) days after the date on which the award is made, and if not deliverable within that period, the successful bidder will be entitled to rescind the sale and the good faith check will be returned. Any notice of rescission must be in writing. At the request of the District, the successful bidder shall furnish to the District, simultaneously with or before delivery of the Bonds, a certificate in form satisfactory to the District regarding the initial public offering price of the Bonds.
The Bonds will be designated “qualified tax-exempt obligations” for the purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the “Code”).
It is anticipated that CUSIP identification numbers will be printed on the Bonds, but neither the failure to print such numbers on any Bonds nor any error with respect thereto shall constitute cause for a failure or refusal by the successful bidder to accept delivery of and pay for the Bonds. All expenses in relation to the printing of CUSIP identification numbers on the bonds shall be paid for by the City; 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 successful bidder will also be responsible for any other fees or expenses it incurs in connection with the resale of the bonds.
The Bonds are being issued under the provisions of the Indiana Code to provide funding for redevelopment and economic development in or serving the Warsaw Central Development Area (the “Allocation Area”), including, without limitation, the renovation of a building for use as a City Hall, together with all expenses reasonably incurred in connection with the redevelopment and economic development in or serving the Allocation Area, including the costs of all expenses reasonably incurred in connection with the issuance of Bonds. The Bonds shall not constitute a corporate obligation or indebtedness of the City, but shall constitute an obligation of the District. The Bonds, together with interest thereon, shall be payable from tax increment revenues on certain property located in the Allocation Area (the “Tax Increment”) and such other revenues that may be available to the Commission for such purpose and, in the event such revenues are not sufficient, from a special tax levied upon all of the taxable property of the District.
At the time of delivery of the Bonds the approving opinion of Baker & Daniels LLP, bond counsel, of South Bend, Indiana, as to the validity of the Bonds, together with a transcript of Bond proceedings, the printed Bonds with such legal opinion printed thereon, and closing certificates in the customary form showing no litigation, will be furnished to the successful bidder at the expense of the District. In addition, unless bond counsel is able, on the date of delivery, to render an opinion to the effect that, under existing law (1) the interest on the Bonds is excludable from gross income for federal income tax purposes and the Bonds are not “private activity bonds” under Section 141 of the Code, and (2) the interest on the Bonds is exempt from taxation in the State of Indiana for all purposes except the Indiana financial institutions tax and the Indiana inheritance tax, the successful bidder shall have the right to rescind the sale, and in such event the good faith deposit will be returned.
A copy of the Preliminary Official Statement prepared at the direction of the Commission may be obtained by request from the Financial Advisor, Susan Clark, H.J. Umbaugh & Associates, 8365 Keystone Crossing, Suite 300, Indianapolis, Indiana 46240, telephone (317) 465-1536, facsimile (317) 465-1550, email [email protected] prior to bid opening. Said Preliminary Official Statement will be in a form deemed final by the Clerk-Treasurer, pursuant to Rule 15c2-12 of the Securities and Exchange Commission (the “Rule”), subject to completion as permitted by the Rule.
The Preliminary Official Statement when further supplemented by an addendum or addenda specifying the interest rates of the Bonds, and any other information referred to in paragraph (b)(1) of the Rule, shall constitute a “Final Official Statement" of the District with respect to the Bonds, as that term is defined in the Rule. By awarding the Bonds to any underwriter or underwriting syndicate submitting an Official Bid Form therefore, the District agrees that, no more than seven (7) business days after the date of such award, it shall provide to the senior managing underwriter of the syndicate to which the Bonds are awarded up to one hundred (100) copies of the Official Statement at the District's expense, any additional copies to be at the expense of the underwriting syndicate. The District designates the senior managing underwriter of the syndicate to which the Bonds are awarded as its agent for purposes of distributing copies of the Final Official Statement to each participating Underwriter. Any underwriter executing and delivering an Official Bid Form with respect to the Bonds agrees thereby that if its bid is accepted by the District (i) it shall accept such designation and (ii) it shall enter into a contractual relationship with all Participating Underwriters of the Bonds for purposes of assuring the receipt of each such Participating Underwriter of the Final Official Statement. The successful bidder shall be responsible for providing (i) in writing the initial reoffering prices and other terms, if any, to the Financial Advisor as and at the time requested and (ii) a certification verifying information as to the bona fide initial offering prices of the Bonds to the public and sales of the Bonds appropriate for determination of the issue price of, and the yield on, the Bonds under the Code, as and at the time requested by bond counsel.
Upon the date of delivery of the Bonds, the District will certify that, as of the date of (i) the Preliminary Official Statement, (ii) the Final Official Statement, and (iii) delivery of the Bonds, neither the Preliminary Official Statement nor the Final Official Statement contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.
In order to assist bidders in complying with paragraph (b)(5) of the Rule, the District will undertake, pursuant to a Continuing Disclosure Undertaking Agreement which shall be delivered to the successful bidder at the closing on the Bonds, to provide annual reports, certain financial information, and notices of certain events to the extent required by Section (b)(5) of the Rule. A description of this undertaking is set forth in the Preliminary Official Statement and will also be set forth in the Final Official Statement.
Dated this 9th day of September, 2011.
CITY OF WARSAW, INDIANA,
REDEVELOPMENT COMMISSION
President
s9,16[[In-content Ad]]
Upon not less than twenty-four (24) hours' notice given by telephone by or on behalf of the City of Warsaw, Indiana, Redevelopment District (the “District”), prior to the sale date, currently anticipated to be at 11:00 a.m. (Eastern Daylight Savings Time) on Tuesday, September 27, 2011, the District will receive or cause to be received sealed proposals at the office of the District's Financial Advisor, H.J. Umbaugh & Associates, 8365 Keystone Crossing, Suite 300, Indianapolis, Indiana 46240 (the “Financial Advisor”), and shall open and consider each proposal for the purchase of special taxing district bonds of the District designated as “City of Warsaw, Indiana, Redevelopment District Special Taxing District Bonds, Series 2011” (the “Bonds”), in the aggregate principal amount of One Million Two Hundred Fifty-five Thousand and 00/100 Dollars ($1,255,000.00), bearing interest at a rate or rates not exceeding four percent (4%).
Interest on the Bonds shall be calculated on the basis of twelve (12) thirty (30)-day months for a three hundred and sixty (360)-day year and shall be payable semiannually on January 15 and July 15 in each year, commencing July 15, 2012. The Bonds will be issued as fully registered bonds in denominations of Five Thousand Dollars ($5,000) and any integral multiple thereof not exceeding the aggregate principal amount of such Bonds maturing in any one year, shall be numbered consecutively from 11AR-1 upward, shall bear an original issue date which shall be the date upon which the Bonds are to be delivered and shall mature semiannually on January 15 and July 15 in the years and the amounts as follows):
Maturing Amount
July 15, 2012 $80,000
January 15, 2013 85,000
July 15, 2013 85,000
January 15, 2014 90,000
July 15, 2014 90,000
January 15, 2015 90,000
July 15, 2015 90,000
January 15, 2016 90,000
July 15, 2016 90,000
January 15, 2017 90,000
July 15, 2017 90,000
January 15, 2018 95,000
July 15, 2018 95,000
January 15, 2019 95,000
Bids may be submitted electronically via BidUmbaugh, the website of the Financial Adviser (“BidUmbaugh”). Bidders may access the sale at BidUmbaugh via the sale link at Internet Address www.bidumbaugh.com for a specified period of time on the date of sale, which is expected to be between 10:30 a.m. and 11:00 a.m. (Eastern Daylight Savings Time) on September 27, 2011. To bid via BidUmbaugh, bidders must have both (1) completed the registration form on BidUmbaugh, or through MuniAuction (“MuniAuction”) at www.GrantStreet.com, if not previously registered, and (2) requested and received admission to the District's auction, as described in the Registration and Admission to Bid and details set forth in this notice.
Sealed bids may be submitted to the Financial Advisor at the address described above until 11:00 a.m. (Eastern Daylight Savings Time) on the date of sale. Bids may also be emailed to [email protected] or faxed to the District in care of its Financial Advisor at 317.465.1550.
Following the receipt of bids and determination of the successful bidder, the District reserves the right to resize the principal maturities of the Bonds to provide for approximately level debt service payments for bonded indebtedness.
Principal and premium, if any, on the Bonds will be payable at the principal office of the Registrar and Paying Agent for the Bonds (the “Registrar” and the “Paying Agent”) to be selected by the Clerk-Treasurer of the City of Warsaw, Indiana (the “City”). Interest on the Bonds will be paid by check or draft mailed or delivered to the registered owner thereof at the address as it appears on the registration books kept by the Registrar as of the last day of the month immediately preceding the interest payment date or at such other address as is provided to the Paying Agent in writing by such registered owners. If payment of principal or interest is made to a depository, payment shall be made by wire transfer on the interest payment date in same-day funds.
The Bonds will be fully registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York, to which principal and interest payments on the Bonds will be paid. Individual purchases will be in book-entry-form only.
The Bonds are not subject to optional redemption.
Upon the election of the successful bidder, all or a portion of the Bonds may be issued as one or more term bonds subject to mandatory sinking fund redemption on January 15 and July 15 of the years set forth above at 100% of the face value in accordance with the schedule set forth above. If any Bonds are subject to mandatory sinking fund redemption, the Registrar and Paying Agent shall credit against the mandatory sinking fund requirement for any term bonds and corresponding mandatory sinking fund redemption obligation, in the order determined by the Issuer, any term bonds maturing on the same date which have previously been redeemed (otherwise than as a result of a previous mandatory redemption requirement) or delivered to the Registrar or Paying Agent for cancellation or purchased for cancellation by the Registrar and not theretofore applied as a credit against any redemption obligation. Each term bond so delivered or canceled shall be credited by the Registrar at 100% of the principal amount thereof against the mandatory sinking fund obligation on such mandatory obligations and the principal amount of that term bond to be redeemed by operation of the mandatory sinking fund requirement shall be accordingly reduced; provided, however, the Registrar shall only credit such term bonds to the extent received on or before forty-five (45) days preceding the applicable mandatory redemption date.
Notice of any mandatory sinking fund redemption will be mailed by first class mail by the Registrar and Paying Agent at least thirty (30) days and not more than sixty (60) days prior to the date selected for redemption to the registered owners of all Bonds to be redeemed at the address shown on the registration books of the Registrar; provided, however, that failure to give such notice by mailing or a defect in the notice or the mailing as to the Bonds will not affect the validity of any proceedings for redemption as to any other Bonds for which notice is adequately given. Notice having been mailed, the Bonds designated for redemption will, on the date specified in such notice, become due and payable at the then applicable redemption price. On presentation and surrender of such Bonds in accordance with such notice at the place at which the same are expressed in such notice to be redeemable, such Bonds will be redeemed by the Paying Agent and any other paying agent for that purpose. From and after the date of redemption so designated, unless default is made in the redemption of the Bonds upon presentation, interest on the Bonds designated for redemption will cease.
The Bonds may be transferred or exchanged at the office of the Registrar, subject to the terms and conditions of the Resolution.
Any person interested in submitting a bid for the Bonds must furnish in writing to the Clerk-Treasurer, c/o the Financial Advisor, Susan Clark, H.J. Umbaugh & Associates, 8365 Keystone Crossing, Suite 300, Indianapolis, Indiana 46240, telephone (317) 465-1536, facsimile (317) 465-1550, on or before 10:00 a.m. (Eastern Daylight Savings Time), Monday, September 26, 2011, the person's name, address, and telephone number. The person may also furnish a telex or facsimile number or email address. The Financial Advisor, on behalf of the Clerk-Treasurer, will cause each person so registered to be notified of the date and time bids will be received. The notification shall be made by telephone at the number furnished by such person or by email or telex or facsimile if a telex or facsimile number has been furnished. It is anticipated that the sale will occur at 11:00 a.m. (Eastern Daylight Savings Time) on Tuesday, September 27, 2011.
Each bid must be for all of the Bonds and must state the rate or rates of interest therefor, not exceeding the maximum per annum interest rate hereinbefore specified. Such interest rate or rates must be in multiples of one-eighth (1/8) or one-twentieth (1/20) of one percent (1%). Bids specifying more than one interest rate must also specify the amount and maturities of the Bonds bearing each rate. All Bonds maturing on the same date shall bear the same rate of interest, and the interest rate bid on any maturity of Bonds shall be equal to or greater than the interest rate bid on any and all prior maturities of Bonds. Subject to the provisions contained herein, the award will be made to the bidder offering the lowest net interest cost, to be determined by computing the total interest on all Bonds from the date thereof to the date of maturity and deducting therefrom the premium bid, if any, or adding thereto the amount of the discount, if any. Although not a term of sale, it is requested that each bid show the net dollar cost to final maturity and the net effective average interest rate on the entire issue.
No conditional bid or bids for less than ninety-nine percent (99%) of the par value of the Bonds, plus accrued interest at the rate or rates named to the date of delivery, will be considered. The right is reserved to reject any and all bids. If no acceptable bid is received on the date fixed for sale of the Bonds, the sale may be continued from day to day thereafter without further advertisement for a period not to exceed thirty (30) days, but if so continued, no bid will be accepted which offers an interest cost which is equal to or higher than the best bid received at the time fixed for the sale.
Each of the bids for the Bonds submitted by mail shall be sealed in an envelope marked “Bid for City of Warsaw, Indiana, Redevelopment District Special Taxing District Bonds, Series 2011.” Each bid must be on the form approved by the Clerk-Treasurer, without additions, alterations or erasures, which form may be obtained from the Financial Advisor at the address set forth herein.
Bidders must first visit the BidUmbaugh or MuniAuction site where, if they have never registered with BidUmbaugh or MuniAuction, they can register and then request admission to bid on the Bonds. Only NASD registered broker-dealer and dealer banks with DTC clearing arrangements will be eligible to bid electronically. Any questions pertaining to the BidUmbaugh or MuniAuction website may be directed to Ms. Courtney Santo ([email protected]), at (412) 391-5555, Ext. 393.
The “Rules” of BidUmbaugh can be viewed on BidUmbaugh or MuniAuction and are incorporated herein by reference. Bidders must comply with the Rules of BidUmbaugh in addition to requirements of this Notice of Intent to Sell. To the extent there is a conflict between the Rules of BidUmbaugh and this Notice of Intent to Sell, this Notice of Intent to Sell shall control. Bidders may change and submit bids as many times as they wish during the sale, but they may not withdraw a submitted bid. The last bid submitted by a bidder prior to the deadline for the receipt of bids will be compared to all other final bids to determine the winning bid. During the sale, no bidder will see any other bidder's bid, nor will such bidder see the status of its bid relative to the other bids (e.g., whether its bid is a leading bid).
The District reserves the right to amend any information contained in this Notice of Intent to Sell. The District also reserves the right to postpone, from time to time, the date established for the receipt of bids on the Bonds. Any such amendment or postponement will be announced on the Amendments page accessible through the View Amendments button of BidUmbaugh or MuniAuction, or via TM3 and/or Bloomberg wire service, at any time prior to the date and time established for the sale. If any date fixed for the auction is postponed, any alternative sale date will be announced at least twenty-four (24) hours prior to such alternative sale date.
The winning bidder will be notified and instructed to submit a good faith deposit which may consist of either a certified or cashier’s check or a wire transfer in the amount of $12,550.00 (“Deposit”) not later than 3:00 p.m. (Eastern Daylight Savings Time) on the next business day following the award by the District. If a check is submitted, it must be drawn on a bank or trust company which is insured by the Federal Deposit Insurance Corporation. The Deposit shall be made payable to “The City of Warsaw, Indiana, Redevelopment District” and shall be held as a guaranty of the performance of the bid. No interest on the Deposit will accrue to the successful bidder. In the event the successful bidder fails to honor its accepted bid, the Deposit will be retained by the District.
The successful bidder will be required to make payment for the Bonds in Federal Reserve or other immediately available funds and accept delivery of the Bonds within five (5) days after being notified that the Bonds are ready for delivery, at a bank designated by the District. Any premium bid must be paid in cash at the time of delivery as a part of the purchase price for the Bonds. The Bonds will be ready for delivery within forty-five (45) days after the date on which the award is made, and if not deliverable within that period, the successful bidder will be entitled to rescind the sale and the good faith check will be returned. Any notice of rescission must be in writing. At the request of the District, the successful bidder shall furnish to the District, simultaneously with or before delivery of the Bonds, a certificate in form satisfactory to the District regarding the initial public offering price of the Bonds.
The Bonds will be designated “qualified tax-exempt obligations” for the purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the “Code”).
It is anticipated that CUSIP identification numbers will be printed on the Bonds, but neither the failure to print such numbers on any Bonds nor any error with respect thereto shall constitute cause for a failure or refusal by the successful bidder to accept delivery of and pay for the Bonds. All expenses in relation to the printing of CUSIP identification numbers on the bonds shall be paid for by the City; 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 successful bidder will also be responsible for any other fees or expenses it incurs in connection with the resale of the bonds.
The Bonds are being issued under the provisions of the Indiana Code to provide funding for redevelopment and economic development in or serving the Warsaw Central Development Area (the “Allocation Area”), including, without limitation, the renovation of a building for use as a City Hall, together with all expenses reasonably incurred in connection with the redevelopment and economic development in or serving the Allocation Area, including the costs of all expenses reasonably incurred in connection with the issuance of Bonds. The Bonds shall not constitute a corporate obligation or indebtedness of the City, but shall constitute an obligation of the District. The Bonds, together with interest thereon, shall be payable from tax increment revenues on certain property located in the Allocation Area (the “Tax Increment”) and such other revenues that may be available to the Commission for such purpose and, in the event such revenues are not sufficient, from a special tax levied upon all of the taxable property of the District.
At the time of delivery of the Bonds the approving opinion of Baker & Daniels LLP, bond counsel, of South Bend, Indiana, as to the validity of the Bonds, together with a transcript of Bond proceedings, the printed Bonds with such legal opinion printed thereon, and closing certificates in the customary form showing no litigation, will be furnished to the successful bidder at the expense of the District. In addition, unless bond counsel is able, on the date of delivery, to render an opinion to the effect that, under existing law (1) the interest on the Bonds is excludable from gross income for federal income tax purposes and the Bonds are not “private activity bonds” under Section 141 of the Code, and (2) the interest on the Bonds is exempt from taxation in the State of Indiana for all purposes except the Indiana financial institutions tax and the Indiana inheritance tax, the successful bidder shall have the right to rescind the sale, and in such event the good faith deposit will be returned.
A copy of the Preliminary Official Statement prepared at the direction of the Commission may be obtained by request from the Financial Advisor, Susan Clark, H.J. Umbaugh & Associates, 8365 Keystone Crossing, Suite 300, Indianapolis, Indiana 46240, telephone (317) 465-1536, facsimile (317) 465-1550, email [email protected] prior to bid opening. Said Preliminary Official Statement will be in a form deemed final by the Clerk-Treasurer, pursuant to Rule 15c2-12 of the Securities and Exchange Commission (the “Rule”), subject to completion as permitted by the Rule.
The Preliminary Official Statement when further supplemented by an addendum or addenda specifying the interest rates of the Bonds, and any other information referred to in paragraph (b)(1) of the Rule, shall constitute a “Final Official Statement" of the District with respect to the Bonds, as that term is defined in the Rule. By awarding the Bonds to any underwriter or underwriting syndicate submitting an Official Bid Form therefore, the District agrees that, no more than seven (7) business days after the date of such award, it shall provide to the senior managing underwriter of the syndicate to which the Bonds are awarded up to one hundred (100) copies of the Official Statement at the District's expense, any additional copies to be at the expense of the underwriting syndicate. The District designates the senior managing underwriter of the syndicate to which the Bonds are awarded as its agent for purposes of distributing copies of the Final Official Statement to each participating Underwriter. Any underwriter executing and delivering an Official Bid Form with respect to the Bonds agrees thereby that if its bid is accepted by the District (i) it shall accept such designation and (ii) it shall enter into a contractual relationship with all Participating Underwriters of the Bonds for purposes of assuring the receipt of each such Participating Underwriter of the Final Official Statement. The successful bidder shall be responsible for providing (i) in writing the initial reoffering prices and other terms, if any, to the Financial Advisor as and at the time requested and (ii) a certification verifying information as to the bona fide initial offering prices of the Bonds to the public and sales of the Bonds appropriate for determination of the issue price of, and the yield on, the Bonds under the Code, as and at the time requested by bond counsel.
Upon the date of delivery of the Bonds, the District will certify that, as of the date of (i) the Preliminary Official Statement, (ii) the Final Official Statement, and (iii) delivery of the Bonds, neither the Preliminary Official Statement nor the Final Official Statement contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.
In order to assist bidders in complying with paragraph (b)(5) of the Rule, the District will undertake, pursuant to a Continuing Disclosure Undertaking Agreement which shall be delivered to the successful bidder at the closing on the Bonds, to provide annual reports, certain financial information, and notices of certain events to the extent required by Section (b)(5) of the Rule. A description of this undertaking is set forth in the Preliminary Official Statement and will also be set forth in the Final Official Statement.
Dated this 9th day of September, 2011.
CITY OF WARSAW, INDIANA,
REDEVELOPMENT COMMISSION
President
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