North Webster Library
July 22, 2019 at 1:56 p.m.
By -
$4,620,000 (Preliminary, Subject to Change)
NORTH WEBSTER COMMUNITY PUBLIC LIBRARY, KOSCIUSKO COUNTY, INDIANA, GENERAL OBLIGATION BONDS, SERIES 2019
NOTICE IS HEREBY GIVEN that upon not less than twenty-four (24) hours’ notice given by telephone, electronically or otherwise on behalf of the North Webster Community Public Library, Kosciusko County, Indiana (the “Public Library”), prior to ninety (90) days from the date of the second publication of this notice, bids will be received on behalf of the Public Library in care of the Public Library’s municipal advisor, Baker Tilly Municipal Advisors, LLC (the “Municipal Advisor”), 8365 Keystone Crossing, Suite 300, Indianapolis, Indiana 46240, (317) 465-1500 (telephone), [email protected] (e-mail), in the manner as set forth herein, and shall consider each proposal for the purchase of the general obligation bonds of the Public Library designated as “North Webster Community Public Library, Kosciusko County, Indiana General Obligation Bonds, Series 2019” (the “Bonds”), in the aggregate principal amount of Four Million Six Hundred Twenty Thousand Dollars ($4,620,000) (Preliminary, subject to change), bearing interest at a rate or rates not exceeding five percent (5.00%), to be issued by the Public Library pursuant to a Resolution adopted by the Board of Library Trustees of the Public Library on October 17, 2018 (the “Resolution”).
Upon completion of the bidding procedures described herein, the results of the non-electronic bids received shall be compared to the electronic bids received by the Public Library.
TYPES OF BIDS ALLOWED. Bids may be submitted via the PARITY® web site (“PARITY®”). Bidders may access the sale at the PARITY® website via the sale link at Internet Address www.newissuehome.i-deal.com until 11:00 a.m. (applicable Eastern Time) on the date identified in the notice given by, or on behalf of the Public Library, twenty-four hours prior to the sale of the Bonds. To bid via PARITY®, bidders must have both (1) completed the registration form on PARITY®, if not previously registered, and (2) requested and received admission to the Public Library’s sale, as described in the Registration and Admission to Bid and details set forth below. As an alternative to PARITY®, bidders may submit a sealed bid to the Municipal Advisor at the address described above until 11:00 a.m. (applicable Eastern Time) on the date identified in the notice given by, or on behalf of the Public Library, twenty-four hours prior to the sale of the Bonds. It is currently anticipated that sealed bids on the Bonds will be requested to be submitted on August 13, 2019.
POTENTIAL BIDDER QUESTIONS. If a potential bidder has questions related to the Public Library, the financing or the submission of bids, questions should be submitted by electronic mail to the Municipal Advisor at the addresses set forth in this notice no later than 11:00 a.m. (applicable Eastern Time) on August 12, 2019. Any question submitted after such date and time or not submitted via electronic mail to the Municipal Advisor at the addresses set forth in this notice will not receive any response. To the best of the Public Library’s ability, all questions submitted on or before such date and time and submitted via electronic mail to the Municipal Advisor at the addresses set forth in this notice will be addressed by the Public Library and sent to all potential bidders, including all bidders requesting the 24 hours’ notice of sale, no later than 5:00 p.m. (applicable Eastern Time) on August 12, 2019. Additionally, upon request, the written responses of the Public Library will be sent via electronic mail to any other interested person or entity requesting such written responses. Potential bidders should review the information in this notice as well as the Preliminary Official Statement for information regarding the Public Library, the financing and the submission of bids prior to submitting any questions.
FORM, MATURITY AND PAYMENT OF BONDS. 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, 2020. The Bonds will be issued as fully registered bonds in either certificated form or in book-entry-only form (as selected by the successful bidder (the “Purchaser”)) in either denominations of $5,000 each or any integral multiple thereof or minimum denominations of $100,000 each and any multiple of $1,000 above such minimum denomination, as selected by the Purchaser, not exceeding the aggregate principal amount of such Bonds maturing on the applicable principal payment date, and when issued, will be registered in the name of the Purchaser or if the Purchaser determines to have such Bonds issued in book-entry-only form, then in the name of CEDE & Co., as nominee for The Depository Trust Company (“DTC”), New York, New York. If book-entry-only form is selected by the Purchaser, the purchasers of beneficial interests in the Bonds (the “Beneficial Owners”) will not receive physical delivery of bond certificates and ownership by the Beneficial Owners will be evidenced by book-entry only. As long as Cede & Co. is the registered owner of the Bonds as nominee of DTC, payments of principal and interest will be made directly to such registered owner, which will in turn, remit such payments to the DTC Participants for subsequent disbursement to the Beneficial Owners. Neither the Public Library nor the financial institution selected by the Public Library as the registrar and paying agent (the “Registrar” and the “Paying Agent”), shall have any liability for the failure of DTC or any DTC Participant to remit the payment or provide any notice to any Beneficial Owner.
The Bonds shall be numbered consecutively from 2019R-1 upward, shall bear an original issue date which shall be the date the Bonds are issued and shall mature on January 15 and July 15 in the years and amounts as follows:
Maturity Principal Maturity Principal Date* Amount* Date* Amount*
July 15, 2020 $20,000 January 15, 2030 $120,000
January 15, 2021 85,000 July 15, 2030 120,000
July 15, 2021 90,000 January 15, 2031 125,000
January 15, 2022 90,000 July 15, 2031 125,000
July 15, 2022 90,000 January 15, 2032 130,000
January 15, 2023 95,000 July 15, 2032 135,000
July 15, 2023 95,000 January 15, 2033 135,000
January 15, 2024 95,000 July 15, 2033 140,000
July 15, 2024 95,000 January 15, 2034 140,000
January 15, 2025 100,000 July 15, 2034 145,000
July 15, 2025 100,000 January 15, 2035 150,000
January 15, 2026 100,000 July 15, 2035 150,000
July 15, 2026 105,000 January 15, 2036 155,000
January 15, 2027 105,000 July 15, 2036 160,000
July 15, 2027 110,000 January 15, 2037 165,000
January 15, 2028 110,000 July 15, 2037 170,000
July 15, 2028 115,000 January 15, 2038 170,000
January 15, 2029 115,000 July 15, 2038 175,000
July 15, 2029 115,000 January 15, 2039 180,000
*estimated, subject to change
The Public Library reserves the right to adjust principal amounts within maturities to achieve the financial objectives of the Public Library with respect to its current and future debt service levies based upon the rates bid by the Purchaser, the Public Library’s current debt service levy and the Public Library’s anticipated debt service levy during the term of the Bonds. In addition, the Public Library reserves the right to decrease the entire principal amount of the Bonds issued based on the actual interest rates bid by the Purchaser based on the principal and interest payments to be paid by the Public Library or to provide that the aggregate amount of Bond proceeds and premium received by the Public Library does not exceed $4,620,000. If the maximum principal amount of the Bonds issued decreases, the Public Library reserves the right to adjust principal amounts within maturities based on the parameters set forth in this paragraph.
All payments of interest on the Bonds will be paid by check or draft mailed one business day prior to each interest payment date, to the registered owners of the Bonds as of the first (1st) day of the month in which such interest is payable at the address as it appears on the registration books kept by the Registrar and Paying Agent as of the first (1st) day of the month of the interest payment date or at such other address as is provided to the Registrar and Paying Agent in writing by such registered owner. Principal on the Bonds will be payable at the designated corporate trust office of the Paying Agent. Notwithstanding the foregoing, so long as DTC or its nominee is the registered owner of the Bonds, principal of and interest on the Bonds will be paid directly by the Paying Agent to DTC as provided hereinabove.
The Bonds may be transferred or exchanged at the office of the Registrar, subject to the terms and conditions of the Resolution.
REDEMPTION PROVISIONS. The Public Library shall have the right, at its option, to redeem, according to the procedures provided in the Resolution adopted by the Board of Library Trustees on October 17, 2018, all or any part of the Bonds maturing on or after July 15, 2029, in any order of maturity selected by the Public Library and by lot within maturities, on any date not earlier than January 15, 2029, at face value plus interest accrued to the date fixed for redemption, and without any redemption premium. Notwithstanding the foregoing, the Public Library reserves the right to modify one or both of the dates with respect to the optional redemption of the Bonds prior to the sale of the Bonds, and in the 24-hour sale notice, the Public Library will either confirm that there are no modifications to one or both of the dates with respect to the optional redemption or set forth any such modifications to one or both of the dates with respect to the optional redemption.
Upon the election of the Purchaser, any of the Bonds may be issued as term bonds subject to mandatory sinking fund redemption on January 15 and July 15 of the year set forth above at 100% of the face value in accordance with the schedule set forth above. If any of the 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 Public Library, 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 and Paying Agent for cancellation or purchased for cancellation by the Registrar and Paying Agent and not theretofore applied as a credit against any redemption obligation. Each term bond so delivered or canceled shall be credited by the Registrar and Paying Agent 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 and Paying Agent shall only credit such term bonds to the extent received on or before forty-five 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 not less than 30 days prior to the date selected for redemption to the registered owners of all term bonds of the Bonds to be redeemed at the address shown on the registration books of the Registrar and Paying Agent; provided, however, that failure to give such notice by mailing or a defect in the notice or the mailing as to the term bonds will not affect the validity of any proceedings for redemption as to any other term bonds for which notice is adequately given. Notice having been mailed, the term 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 Registrar and 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.
With respect to any optional redemption of the Bonds, unless moneys sufficient to pay the principal of, and premium, if any, and interest on the Bonds to be redeemed has been received by the Paying Agent prior to the giving of such notice of redemption, such notice will state that said redemption is conditional upon the receipt of such moneys by the Paying Agent on or prior to the date fixed for redemption. If such moneys are not received by the redemption date, such notice will be of no force and effect, the Paying Agent will not redeem such Bonds, the redemption price will not be due and payable and the Paying Agent will give notice, in the same manner in which the notice of redemption was given, that such moneys were not so received and that such Bonds will not be redeemed and that the failure to redeem such Bonds will not constitute an event of default under the Resolution. Moneys need not be on deposit with the Paying Agent prior to the mailing of the notice of redemption of the Bonds pursuant to the Resolution.
INTEREST RATES AND BANK QUALIFICATION. Each bid must be for all of the Bonds and must state the rate or rates of interest for each maturity of the Bonds, 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-one hundredth (1/100) of one percent (1.00%). 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. Although not a term of sale, it is requested that each bid show the total dollar cost to final maturity and the net interest cost on the entire issue of the Bonds.
The Bonds have been designated as “qualified tax-exempt obligations” for purposes of Section 265(b)(3) of the Code.
BIDDING DETAILS. Any person interested in submitting a bid for the Bonds must furnish written notice of such intent along with such person’s name, address and telephone number, on or before 11:00 a.m. (applicable Eastern Time), August 12, 2019, to the Municipal Advisor at the address and contact information set forth above. The person may also furnish a telex number or e-mail address. Notwithstanding the foregoing, any person or entity registered in PARITY® will be automatically deemed to have complied with the foregoing requirements for so long as such person or entity is registered in PARITY®. In addition to sending the notice on PARITY®, the Public Library will cause each person so registered to be notified of the date and time bids will be received for the Bonds, not less than twenty-four (24) hours before the date and time of sale. The notification shall be made by telephone at the number furnished by such person and also by telex and electronically if a telex number or e-mail address has been furnished. No bids for less than ninety-nine and one-half percent (99.50%) of the par value of the Bonds will be considered. The Public Library reserves the right to reject any and all bids and to waive any informality in any bid. 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.
A bidder may purchase bond insurance to guarantee the repayment of the debt service of the Bonds from a bond insurance company; provided, however, the payment of any premium for any such bond insurance will be paid by the Purchaser from its discount bid, and will not be paid by the Public Library.
Each of the bids for the Bonds not submitted via PARITY® (i) must be on the form approved by the Public Library, without additions, alterations or erasures, which form may be obtained from the Municipal Advisor at the address set forth herein, and (ii) delivered to the Municipal Advisor on behalf of the Public Library at the address or contact information set forth above.
While it is not a requirement for the Purchaser, the Public Library encourages the Purchaser to make a good faith effort to offer the Bonds to be purchased by residents of the Public Library.
INTERNET BIDS. If using PARITY®, bidders must first visit the PARITY® web site where, if they have never registered with PARITY®, they can register and then request admission to bid on the Bonds. Only NASD registered broker dealers and dealer banks with DTC clearing arrangements will be eligible to bid. Any questions pertaining to the PARITY® web site may be directed to PARITY® at (212) 849-5021.
RULES OF ELECTRONIC BIDDING. The “Rules” of PARITY® can be viewed on their respective websites and are incorporated herein by reference. Bidders must comply with the PARITY® in addition to requirements of this Official Notice of Intent to Sell Bonds. To the extent there is a conflict between the Rules of PARITY® and this Official Notice of Intent to Sell Bonds, this Official Notice of Intent to Sell Bonds shall control.
CLOSED AUCTION. Bidders may change and submit bids as many times as they wish during the sale period, 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 they see the status of their bid relative to other bids (e.g. whether their bid is a leading bid).
AMENDMENTS. The Public Library reserves the right to amend any information contained in this Official Notice of Intent to Sell Bonds. The Public Library 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 PARITY®, or via TM3 and/or Bloomberg wire service, at any time prior to the date and time established for the auction. If any date fixed for the auction is postponed, any alternative sale date will be announced at least 24 hours prior to such alternative sale date.
BASIS FOR AWARD. The sale of the Bonds will be awarded to the bidder making a bid that conforms to the specifications herein and which produces the lowest Net Interest Cost rate to the Public Library. The Net Interest Cost rate is determined by computing the total interest on all of the Bonds to their maturities based upon the schedule provided minus any premium bid and plus any discount. In the event of a bidder’s error in interest cost rate calculations, the interest rates and premium, if any, set forth or incorporated by reference in the Official Bid Form will be considered as the intended bid.
In the event that the Public Library fails to receive a bid on the Bonds from at least three Underwriters (as hereinafter defined), the Public Library shall so advise the Purchaser. If the Purchaser is an Underwriter intending to resell all or any portion of the Bonds to the Public (as hereinafter defined), the Purchaser must, prior to acceptance of its bid by the Public Library, either (i) agree in writing to neither offer nor sell any of the Bonds to any person at a price that is higher than the initial offering price for each maturity of Bonds during the Holding Period (as hereinafter defined) for any maturity of the Bonds or (ii) request in writing that the Public Library treat the first price at which 10% of a maturity of the Bonds (the 10% test) is sold to the public as the issue price of that maturity, applied on a maturity-by-maturity basis. For purposes of this Notice of Intent to Sell Bonds, (a) the term “Public” shall mean any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter, (b) the term “related party” means any two or more persons who have greater than 50 percent common ownership, directly or indirectly, (c) the term “Underwriter” means (i) any person that agrees pursuant to a written contract with the Public Library (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public), (d) the term “Underwriters” means more than one Underwriter, and (e) the term “Holding Period” means the period starting on the date the Public Library awards the Bonds to the Purchaser (the “Sale Date”) and ending on the earlier of (i) the close of the fifth business day after the Sale Date, or (ii) the date on which the Underwriter has sold at least 10% of each maturity of the Bonds to the Public at prices that are no higher than the initial offering price for such maturity of the Bonds. Any underwriter executing and delivering an Official Bid Form with respect to the Bonds agrees thereby that if its bid is accepted by the Public Library (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 Purchaser shall be responsible for providing (i) in writing the initial reoffering prices and other terms, if any, to the Municipal 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 Internal Revenue Code of 1986, as amended, as and at the time requested by the Public Library’s bond counsel.
GOOD FAITH DEPOSIT. The Purchaser must provide to the Public Library a wire transfer in Federal Reserve or other immediately available funds made payable to the Public Library in the amount of one percent (1.00%) of the aggregate principal amount of the Bonds to be sold to the Purchaser (the amount of such wire transfer being referred to hereinafter as the “Deposit”) within twenty-four (24) hours after being notified of being the Purchaser. If the Deposit is not received by the time set forth above, then the bid of the Purchaser shall be rejected. The Deposit will be applied to the purchase price of the Bonds awarded to the Purchaser.
In the event the bidder to whom the Bonds are awarded shall fail or refuse to comply with the provisions of the bid and this notice, such Deposit shall become the property of the Public Library and shall be taken and considered as liquidated damages of the Public Library on account of such failure or refusal.
The Purchaser 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 Public Library. Any premium bid must be paid in cash at the time of delivery as a part of the purchase price of the Bonds. The Bonds will be ready for delivery within sixty (60) days after the date on which the award is made, if not deliverable within that period, the Purchaser will be entitled to rescind the sale and the Deposit will be returned. Any notice of rescission must be in writing.
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 Purchaser to accept delivery of and pay for Bonds in accordance with the terms of its bid. No CUSIP identification number shall be deemed to be a part of any Bond or the contract evidenced thereby and no liability shall hereafter attach to the Public Library or any of its officers or agents because of or on account of such numbers. All expenses in relation to the printing or typing of CUSIP numbers on the Bonds shall be paid by the Public Library; provided, however, it shall be the responsibility of the Purchaser to timely obtain the numbers and to pay the CUSIP Service Bureau charge for the assignment of the numbers. The Purchaser will also be responsible for any other fees or expenses it incurs in connection with the resale of the Bonds.
AUTHORITY AND PURPOSE. The Bonds are being issued under the provisions of the Indiana Code to provide funding for the costs of all of the 2019 New Library Building Project, as defined in the Resolution, and more fully described in the Preliminary Official Statement (as hereinafter defined), together with the expenses necessarily incurred in connection therewith, including the expenses incurred in connection with the issuance of the Bonds.
The principal of and interest on the Bonds are payable solely from the ad valorem property taxes collected by the Public Library on all taxable property within the geographical boundaries of the Public Library as more fully described in the Official Statement.
BOND DELIVERY. At the time of delivery of the Bonds, the approving opinion of Barnes & Thornburg LLP, Indianapolis, Indiana, Bond Counsel, as to the validity of the Bonds, together with a transcript of the proceedings for the Bonds, the printed Bonds and closing certificates in the customary form showing no litigation, will be furnished to the Purchaser at the expense of the Public Library. In addition, unless bond counsel is able, on the date of delivery, to render an opinion to the effect that (1) under existing laws, regulations, judicial decisions and rulings, interest on the Bonds is excludable from gross income under Section 103 of the Internal Revenue Code of 1986, as amended, for federal income tax purposes, and (2) the interest on the Bonds is exempt from income taxation in the state of Indiana for all purposes except the state financial institutions tax, the Purchaser shall have the right to rescind the sale, and in such event the Deposit will be returned.
PRELIMINARY OFFICIAL STATEMENT. A copy of the Preliminary Official Statement prepared at the direction of the Public Library in connection with the Bonds (the “Preliminary Official Statement”) may be obtained from www.newissuehome.i-deal.com or in limited quantities prior to submission of a bid by request from the Municipal Advisor at the address set forth above. Said Preliminary Official Statement will be in a form deemed final by the Public Library, 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 Public Library with respect to the Bonds, as that term is defined in the Rule. By awarding the Bonds to the Purchaser, the Public Library 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 ten (10) copies of the Official Statement at the Public Library’s expense, any additional copies to be at the expense of the underwriting syndicate. The Public Library 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 or a bid via PARITY® with respect to the Bonds agrees thereby that if its bid is accepted by the Public Library (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 Purchaser shall be responsible for providing (i) in writing the initial reoffering prices and other terms, if any, to the Municipal 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 Internal Revenue Code of 1986, as amended, as and at the time requested by the Public Library’s bond counsel. Alternatively, if the Purchaser is holding the Bonds for its own account and with no present intent to resell any of the Bonds or the interest therein, then the Purchaser will provide a certification to such effect in form and substance satisfactory to the Municipal Advisor and the Public Library’s bond counsel.
In order to assist bidders in complying with paragraph (b)(5) of the Rule, the Public Library will undertake, pursuant to the Continuing Disclosure Contract which shall be delivered to the Purchaser at the closing on the Bonds, to provide annual reports, certain financial information, and notices of certain events as 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.
If bids are submitted by mail, they should be addressed to Public Library in care of the Municipal Advisor at the address listed above.
The Public Library reserves the right to reject any and all bids for any reason and for no reason at all and to waive any and all informalities, defects or requirements set forth in this notice or any bid submitted in response to this notice.
Dated this 24th day of July, 2019.
NORTH WEBSTER COMMUNITY PUBLIC LIBRARY,
KOSCIUSKO COUNTY, INDIANA
7-24,31 hspaxlp
$4,620,000 (Preliminary, Subject to Change)
NORTH WEBSTER COMMUNITY PUBLIC LIBRARY, KOSCIUSKO COUNTY, INDIANA, GENERAL OBLIGATION BONDS, SERIES 2019
NOTICE IS HEREBY GIVEN that upon not less than twenty-four (24) hours’ notice given by telephone, electronically or otherwise on behalf of the North Webster Community Public Library, Kosciusko County, Indiana (the “Public Library”), prior to ninety (90) days from the date of the second publication of this notice, bids will be received on behalf of the Public Library in care of the Public Library’s municipal advisor, Baker Tilly Municipal Advisors, LLC (the “Municipal Advisor”), 8365 Keystone Crossing, Suite 300, Indianapolis, Indiana 46240, (317) 465-1500 (telephone), [email protected] (e-mail), in the manner as set forth herein, and shall consider each proposal for the purchase of the general obligation bonds of the Public Library designated as “North Webster Community Public Library, Kosciusko County, Indiana General Obligation Bonds, Series 2019” (the “Bonds”), in the aggregate principal amount of Four Million Six Hundred Twenty Thousand Dollars ($4,620,000) (Preliminary, subject to change), bearing interest at a rate or rates not exceeding five percent (5.00%), to be issued by the Public Library pursuant to a Resolution adopted by the Board of Library Trustees of the Public Library on October 17, 2018 (the “Resolution”).
Upon completion of the bidding procedures described herein, the results of the non-electronic bids received shall be compared to the electronic bids received by the Public Library.
TYPES OF BIDS ALLOWED. Bids may be submitted via the PARITY® web site (“PARITY®”). Bidders may access the sale at the PARITY® website via the sale link at Internet Address www.newissuehome.i-deal.com until 11:00 a.m. (applicable Eastern Time) on the date identified in the notice given by, or on behalf of the Public Library, twenty-four hours prior to the sale of the Bonds. To bid via PARITY®, bidders must have both (1) completed the registration form on PARITY®, if not previously registered, and (2) requested and received admission to the Public Library’s sale, as described in the Registration and Admission to Bid and details set forth below. As an alternative to PARITY®, bidders may submit a sealed bid to the Municipal Advisor at the address described above until 11:00 a.m. (applicable Eastern Time) on the date identified in the notice given by, or on behalf of the Public Library, twenty-four hours prior to the sale of the Bonds. It is currently anticipated that sealed bids on the Bonds will be requested to be submitted on August 13, 2019.
POTENTIAL BIDDER QUESTIONS. If a potential bidder has questions related to the Public Library, the financing or the submission of bids, questions should be submitted by electronic mail to the Municipal Advisor at the addresses set forth in this notice no later than 11:00 a.m. (applicable Eastern Time) on August 12, 2019. Any question submitted after such date and time or not submitted via electronic mail to the Municipal Advisor at the addresses set forth in this notice will not receive any response. To the best of the Public Library’s ability, all questions submitted on or before such date and time and submitted via electronic mail to the Municipal Advisor at the addresses set forth in this notice will be addressed by the Public Library and sent to all potential bidders, including all bidders requesting the 24 hours’ notice of sale, no later than 5:00 p.m. (applicable Eastern Time) on August 12, 2019. Additionally, upon request, the written responses of the Public Library will be sent via electronic mail to any other interested person or entity requesting such written responses. Potential bidders should review the information in this notice as well as the Preliminary Official Statement for information regarding the Public Library, the financing and the submission of bids prior to submitting any questions.
FORM, MATURITY AND PAYMENT OF BONDS. 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, 2020. The Bonds will be issued as fully registered bonds in either certificated form or in book-entry-only form (as selected by the successful bidder (the “Purchaser”)) in either denominations of $5,000 each or any integral multiple thereof or minimum denominations of $100,000 each and any multiple of $1,000 above such minimum denomination, as selected by the Purchaser, not exceeding the aggregate principal amount of such Bonds maturing on the applicable principal payment date, and when issued, will be registered in the name of the Purchaser or if the Purchaser determines to have such Bonds issued in book-entry-only form, then in the name of CEDE & Co., as nominee for The Depository Trust Company (“DTC”), New York, New York. If book-entry-only form is selected by the Purchaser, the purchasers of beneficial interests in the Bonds (the “Beneficial Owners”) will not receive physical delivery of bond certificates and ownership by the Beneficial Owners will be evidenced by book-entry only. As long as Cede & Co. is the registered owner of the Bonds as nominee of DTC, payments of principal and interest will be made directly to such registered owner, which will in turn, remit such payments to the DTC Participants for subsequent disbursement to the Beneficial Owners. Neither the Public Library nor the financial institution selected by the Public Library as the registrar and paying agent (the “Registrar” and the “Paying Agent”), shall have any liability for the failure of DTC or any DTC Participant to remit the payment or provide any notice to any Beneficial Owner.
The Bonds shall be numbered consecutively from 2019R-1 upward, shall bear an original issue date which shall be the date the Bonds are issued and shall mature on January 15 and July 15 in the years and amounts as follows:
Maturity Principal Maturity Principal Date* Amount* Date* Amount*
July 15, 2020 $20,000 January 15, 2030 $120,000
January 15, 2021 85,000 July 15, 2030 120,000
July 15, 2021 90,000 January 15, 2031 125,000
January 15, 2022 90,000 July 15, 2031 125,000
July 15, 2022 90,000 January 15, 2032 130,000
January 15, 2023 95,000 July 15, 2032 135,000
July 15, 2023 95,000 January 15, 2033 135,000
January 15, 2024 95,000 July 15, 2033 140,000
July 15, 2024 95,000 January 15, 2034 140,000
January 15, 2025 100,000 July 15, 2034 145,000
July 15, 2025 100,000 January 15, 2035 150,000
January 15, 2026 100,000 July 15, 2035 150,000
July 15, 2026 105,000 January 15, 2036 155,000
January 15, 2027 105,000 July 15, 2036 160,000
July 15, 2027 110,000 January 15, 2037 165,000
January 15, 2028 110,000 July 15, 2037 170,000
July 15, 2028 115,000 January 15, 2038 170,000
January 15, 2029 115,000 July 15, 2038 175,000
July 15, 2029 115,000 January 15, 2039 180,000
*estimated, subject to change
The Public Library reserves the right to adjust principal amounts within maturities to achieve the financial objectives of the Public Library with respect to its current and future debt service levies based upon the rates bid by the Purchaser, the Public Library’s current debt service levy and the Public Library’s anticipated debt service levy during the term of the Bonds. In addition, the Public Library reserves the right to decrease the entire principal amount of the Bonds issued based on the actual interest rates bid by the Purchaser based on the principal and interest payments to be paid by the Public Library or to provide that the aggregate amount of Bond proceeds and premium received by the Public Library does not exceed $4,620,000. If the maximum principal amount of the Bonds issued decreases, the Public Library reserves the right to adjust principal amounts within maturities based on the parameters set forth in this paragraph.
All payments of interest on the Bonds will be paid by check or draft mailed one business day prior to each interest payment date, to the registered owners of the Bonds as of the first (1st) day of the month in which such interest is payable at the address as it appears on the registration books kept by the Registrar and Paying Agent as of the first (1st) day of the month of the interest payment date or at such other address as is provided to the Registrar and Paying Agent in writing by such registered owner. Principal on the Bonds will be payable at the designated corporate trust office of the Paying Agent. Notwithstanding the foregoing, so long as DTC or its nominee is the registered owner of the Bonds, principal of and interest on the Bonds will be paid directly by the Paying Agent to DTC as provided hereinabove.
The Bonds may be transferred or exchanged at the office of the Registrar, subject to the terms and conditions of the Resolution.
REDEMPTION PROVISIONS. The Public Library shall have the right, at its option, to redeem, according to the procedures provided in the Resolution adopted by the Board of Library Trustees on October 17, 2018, all or any part of the Bonds maturing on or after July 15, 2029, in any order of maturity selected by the Public Library and by lot within maturities, on any date not earlier than January 15, 2029, at face value plus interest accrued to the date fixed for redemption, and without any redemption premium. Notwithstanding the foregoing, the Public Library reserves the right to modify one or both of the dates with respect to the optional redemption of the Bonds prior to the sale of the Bonds, and in the 24-hour sale notice, the Public Library will either confirm that there are no modifications to one or both of the dates with respect to the optional redemption or set forth any such modifications to one or both of the dates with respect to the optional redemption.
Upon the election of the Purchaser, any of the Bonds may be issued as term bonds subject to mandatory sinking fund redemption on January 15 and July 15 of the year set forth above at 100% of the face value in accordance with the schedule set forth above. If any of the 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 Public Library, 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 and Paying Agent for cancellation or purchased for cancellation by the Registrar and Paying Agent and not theretofore applied as a credit against any redemption obligation. Each term bond so delivered or canceled shall be credited by the Registrar and Paying Agent 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 and Paying Agent shall only credit such term bonds to the extent received on or before forty-five 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 not less than 30 days prior to the date selected for redemption to the registered owners of all term bonds of the Bonds to be redeemed at the address shown on the registration books of the Registrar and Paying Agent; provided, however, that failure to give such notice by mailing or a defect in the notice or the mailing as to the term bonds will not affect the validity of any proceedings for redemption as to any other term bonds for which notice is adequately given. Notice having been mailed, the term 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 Registrar and 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.
With respect to any optional redemption of the Bonds, unless moneys sufficient to pay the principal of, and premium, if any, and interest on the Bonds to be redeemed has been received by the Paying Agent prior to the giving of such notice of redemption, such notice will state that said redemption is conditional upon the receipt of such moneys by the Paying Agent on or prior to the date fixed for redemption. If such moneys are not received by the redemption date, such notice will be of no force and effect, the Paying Agent will not redeem such Bonds, the redemption price will not be due and payable and the Paying Agent will give notice, in the same manner in which the notice of redemption was given, that such moneys were not so received and that such Bonds will not be redeemed and that the failure to redeem such Bonds will not constitute an event of default under the Resolution. Moneys need not be on deposit with the Paying Agent prior to the mailing of the notice of redemption of the Bonds pursuant to the Resolution.
INTEREST RATES AND BANK QUALIFICATION. Each bid must be for all of the Bonds and must state the rate or rates of interest for each maturity of the Bonds, 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-one hundredth (1/100) of one percent (1.00%). 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. Although not a term of sale, it is requested that each bid show the total dollar cost to final maturity and the net interest cost on the entire issue of the Bonds.
The Bonds have been designated as “qualified tax-exempt obligations” for purposes of Section 265(b)(3) of the Code.
BIDDING DETAILS. Any person interested in submitting a bid for the Bonds must furnish written notice of such intent along with such person’s name, address and telephone number, on or before 11:00 a.m. (applicable Eastern Time), August 12, 2019, to the Municipal Advisor at the address and contact information set forth above. The person may also furnish a telex number or e-mail address. Notwithstanding the foregoing, any person or entity registered in PARITY® will be automatically deemed to have complied with the foregoing requirements for so long as such person or entity is registered in PARITY®. In addition to sending the notice on PARITY®, the Public Library will cause each person so registered to be notified of the date and time bids will be received for the Bonds, not less than twenty-four (24) hours before the date and time of sale. The notification shall be made by telephone at the number furnished by such person and also by telex and electronically if a telex number or e-mail address has been furnished. No bids for less than ninety-nine and one-half percent (99.50%) of the par value of the Bonds will be considered. The Public Library reserves the right to reject any and all bids and to waive any informality in any bid. 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.
A bidder may purchase bond insurance to guarantee the repayment of the debt service of the Bonds from a bond insurance company; provided, however, the payment of any premium for any such bond insurance will be paid by the Purchaser from its discount bid, and will not be paid by the Public Library.
Each of the bids for the Bonds not submitted via PARITY® (i) must be on the form approved by the Public Library, without additions, alterations or erasures, which form may be obtained from the Municipal Advisor at the address set forth herein, and (ii) delivered to the Municipal Advisor on behalf of the Public Library at the address or contact information set forth above.
While it is not a requirement for the Purchaser, the Public Library encourages the Purchaser to make a good faith effort to offer the Bonds to be purchased by residents of the Public Library.
INTERNET BIDS. If using PARITY®, bidders must first visit the PARITY® web site where, if they have never registered with PARITY®, they can register and then request admission to bid on the Bonds. Only NASD registered broker dealers and dealer banks with DTC clearing arrangements will be eligible to bid. Any questions pertaining to the PARITY® web site may be directed to PARITY® at (212) 849-5021.
RULES OF ELECTRONIC BIDDING. The “Rules” of PARITY® can be viewed on their respective websites and are incorporated herein by reference. Bidders must comply with the PARITY® in addition to requirements of this Official Notice of Intent to Sell Bonds. To the extent there is a conflict between the Rules of PARITY® and this Official Notice of Intent to Sell Bonds, this Official Notice of Intent to Sell Bonds shall control.
CLOSED AUCTION. Bidders may change and submit bids as many times as they wish during the sale period, 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 they see the status of their bid relative to other bids (e.g. whether their bid is a leading bid).
AMENDMENTS. The Public Library reserves the right to amend any information contained in this Official Notice of Intent to Sell Bonds. The Public Library 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 PARITY®, or via TM3 and/or Bloomberg wire service, at any time prior to the date and time established for the auction. If any date fixed for the auction is postponed, any alternative sale date will be announced at least 24 hours prior to such alternative sale date.
BASIS FOR AWARD. The sale of the Bonds will be awarded to the bidder making a bid that conforms to the specifications herein and which produces the lowest Net Interest Cost rate to the Public Library. The Net Interest Cost rate is determined by computing the total interest on all of the Bonds to their maturities based upon the schedule provided minus any premium bid and plus any discount. In the event of a bidder’s error in interest cost rate calculations, the interest rates and premium, if any, set forth or incorporated by reference in the Official Bid Form will be considered as the intended bid.
In the event that the Public Library fails to receive a bid on the Bonds from at least three Underwriters (as hereinafter defined), the Public Library shall so advise the Purchaser. If the Purchaser is an Underwriter intending to resell all or any portion of the Bonds to the Public (as hereinafter defined), the Purchaser must, prior to acceptance of its bid by the Public Library, either (i) agree in writing to neither offer nor sell any of the Bonds to any person at a price that is higher than the initial offering price for each maturity of Bonds during the Holding Period (as hereinafter defined) for any maturity of the Bonds or (ii) request in writing that the Public Library treat the first price at which 10% of a maturity of the Bonds (the 10% test) is sold to the public as the issue price of that maturity, applied on a maturity-by-maturity basis. For purposes of this Notice of Intent to Sell Bonds, (a) the term “Public” shall mean any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter, (b) the term “related party” means any two or more persons who have greater than 50 percent common ownership, directly or indirectly, (c) the term “Underwriter” means (i) any person that agrees pursuant to a written contract with the Public Library (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public), (d) the term “Underwriters” means more than one Underwriter, and (e) the term “Holding Period” means the period starting on the date the Public Library awards the Bonds to the Purchaser (the “Sale Date”) and ending on the earlier of (i) the close of the fifth business day after the Sale Date, or (ii) the date on which the Underwriter has sold at least 10% of each maturity of the Bonds to the Public at prices that are no higher than the initial offering price for such maturity of the Bonds. Any underwriter executing and delivering an Official Bid Form with respect to the Bonds agrees thereby that if its bid is accepted by the Public Library (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 Purchaser shall be responsible for providing (i) in writing the initial reoffering prices and other terms, if any, to the Municipal 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 Internal Revenue Code of 1986, as amended, as and at the time requested by the Public Library’s bond counsel.
GOOD FAITH DEPOSIT. The Purchaser must provide to the Public Library a wire transfer in Federal Reserve or other immediately available funds made payable to the Public Library in the amount of one percent (1.00%) of the aggregate principal amount of the Bonds to be sold to the Purchaser (the amount of such wire transfer being referred to hereinafter as the “Deposit”) within twenty-four (24) hours after being notified of being the Purchaser. If the Deposit is not received by the time set forth above, then the bid of the Purchaser shall be rejected. The Deposit will be applied to the purchase price of the Bonds awarded to the Purchaser.
In the event the bidder to whom the Bonds are awarded shall fail or refuse to comply with the provisions of the bid and this notice, such Deposit shall become the property of the Public Library and shall be taken and considered as liquidated damages of the Public Library on account of such failure or refusal.
The Purchaser 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 Public Library. Any premium bid must be paid in cash at the time of delivery as a part of the purchase price of the Bonds. The Bonds will be ready for delivery within sixty (60) days after the date on which the award is made, if not deliverable within that period, the Purchaser will be entitled to rescind the sale and the Deposit will be returned. Any notice of rescission must be in writing.
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 Purchaser to accept delivery of and pay for Bonds in accordance with the terms of its bid. No CUSIP identification number shall be deemed to be a part of any Bond or the contract evidenced thereby and no liability shall hereafter attach to the Public Library or any of its officers or agents because of or on account of such numbers. All expenses in relation to the printing or typing of CUSIP numbers on the Bonds shall be paid by the Public Library; provided, however, it shall be the responsibility of the Purchaser to timely obtain the numbers and to pay the CUSIP Service Bureau charge for the assignment of the numbers. The Purchaser will also be responsible for any other fees or expenses it incurs in connection with the resale of the Bonds.
AUTHORITY AND PURPOSE. The Bonds are being issued under the provisions of the Indiana Code to provide funding for the costs of all of the 2019 New Library Building Project, as defined in the Resolution, and more fully described in the Preliminary Official Statement (as hereinafter defined), together with the expenses necessarily incurred in connection therewith, including the expenses incurred in connection with the issuance of the Bonds.
The principal of and interest on the Bonds are payable solely from the ad valorem property taxes collected by the Public Library on all taxable property within the geographical boundaries of the Public Library as more fully described in the Official Statement.
BOND DELIVERY. At the time of delivery of the Bonds, the approving opinion of Barnes & Thornburg LLP, Indianapolis, Indiana, Bond Counsel, as to the validity of the Bonds, together with a transcript of the proceedings for the Bonds, the printed Bonds and closing certificates in the customary form showing no litigation, will be furnished to the Purchaser at the expense of the Public Library. In addition, unless bond counsel is able, on the date of delivery, to render an opinion to the effect that (1) under existing laws, regulations, judicial decisions and rulings, interest on the Bonds is excludable from gross income under Section 103 of the Internal Revenue Code of 1986, as amended, for federal income tax purposes, and (2) the interest on the Bonds is exempt from income taxation in the state of Indiana for all purposes except the state financial institutions tax, the Purchaser shall have the right to rescind the sale, and in such event the Deposit will be returned.
PRELIMINARY OFFICIAL STATEMENT. A copy of the Preliminary Official Statement prepared at the direction of the Public Library in connection with the Bonds (the “Preliminary Official Statement”) may be obtained from www.newissuehome.i-deal.com or in limited quantities prior to submission of a bid by request from the Municipal Advisor at the address set forth above. Said Preliminary Official Statement will be in a form deemed final by the Public Library, 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 Public Library with respect to the Bonds, as that term is defined in the Rule. By awarding the Bonds to the Purchaser, the Public Library 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 ten (10) copies of the Official Statement at the Public Library’s expense, any additional copies to be at the expense of the underwriting syndicate. The Public Library 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 or a bid via PARITY® with respect to the Bonds agrees thereby that if its bid is accepted by the Public Library (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 Purchaser shall be responsible for providing (i) in writing the initial reoffering prices and other terms, if any, to the Municipal 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 Internal Revenue Code of 1986, as amended, as and at the time requested by the Public Library’s bond counsel. Alternatively, if the Purchaser is holding the Bonds for its own account and with no present intent to resell any of the Bonds or the interest therein, then the Purchaser will provide a certification to such effect in form and substance satisfactory to the Municipal Advisor and the Public Library’s bond counsel.
In order to assist bidders in complying with paragraph (b)(5) of the Rule, the Public Library will undertake, pursuant to the Continuing Disclosure Contract which shall be delivered to the Purchaser at the closing on the Bonds, to provide annual reports, certain financial information, and notices of certain events as 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.
If bids are submitted by mail, they should be addressed to Public Library in care of the Municipal Advisor at the address listed above.
The Public Library reserves the right to reject any and all bids for any reason and for no reason at all and to waive any and all informalities, defects or requirements set forth in this notice or any bid submitted in response to this notice.
Dated this 24th day of July, 2019.
NORTH WEBSTER COMMUNITY PUBLIC LIBRARY,
KOSCIUSKO COUNTY, INDIANA
7-24,31 hspaxlp
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