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OFFICIAL NOTICE OF INTENT TO SELL BONDS Upon not less than twenty-four (24) hours' notice given by telephone or otherwise as provided below, the undersigned Clerk-Treasurer of the City of Warsaw, Indiana ("City") will receive and consider bids for the purchase of the bonds described below. Any person interested in submitting a bid for the bonds must furnish in writing to the undersigned Clerk-Treasurer of the City, c/o H.J Umbaugh & Associates, Certified Public Accountants, LLP, 8365 Keystone Crossing, Suite 300, Indianapolis, Indiana 46240, (317) 465-1536, (317) 465-1550 (facsimile) or via e-mail to clark@umbaugh.com. on or before 11:00 a.m. (Indianapolis Time) on November 7, 2008, the person's name, address, and telephone number. The persons may also furnish a telex or telecopy number. The undersigned Clerk-Treasurer will notify (or cause to be notified) each person so registered of the date and time bids will be received 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 or telecopy or e-mail if a telex or telecopy number or e-mail address has been received. At the time designated for the sale, the Clerk-Treasurer will receive and consider bids for the purchase of the bonds of the City designated "General Obligation Bonds of 2008" in the aggregate amount of $1,110,00, Bidders may bid a discount not to exceed 1% of the par value of the bonds. The bonds will bear interest at a rate or rates not to exceed 6% per annum (the exact interest rate or rates will be determined by bidding). Interest will be payable semiannually on February 1 and August 1 of each year, beginning on August 1, 2009. Interest will be calculated on a 360-day year consisting of twelve 30-day months. Said bonds will be dated as of the date of delivery of the bonds, will be in the denominations of $5,000 or integral multiples thereof and will mature semiannually on February 1 and August 1 on the dates and in the amounts as provided by the City at least 24 hours prior to the time of the sale. All or a portion of the bonds may be issued as one or more term bonds, upon election of the successful bidder, Such term bonds shall have a stated maturity or maturities of February 1 and August 1, on the dates as determined by the successful bidder through the final maturity as described above for the bonds, but no later than the final maturity established by the City prior to the sale. The term bonds shall be subject to mandatory sinking fund redemption and final payment(s) at maturity at 100% of the principal amount thereof, plus accrued interest to the redemption date, on dates consistent with the schedule provided. The bonds are not subject to optional redemption prior to maturity. Principal is payable at the office of a registrar and paying agent to be designated by the City. Interest shall be paid by check mailed to the registered owners or by wire transfer to depositories, The bonds will be issued in fully registered form. Each bid must be for all of the bonds and must state the rate or rates of interest in multiples of 1/8 or 1/20 of 1%. Any bids specifying two or more interest rates shall also specify the amount and maturities of the bonds bearing each rate, but all bonds maturing on the same date shall bear the same single interest rate. The rate on any maturity shall be equal to or greater than the rate on the immediately preceding maturity. The award will be made to the best bidder complying with the terms of sale and offering the lowest net interest cost to the City, to be determined by computing the total interest on all of the bonds to their maturities and adding thereto the discount bid, if any, and deducting therefrom the premium bid, if any. Although not a term of sale, it is requested that each bid show the net dollar interest cost to final maturity and the net effective average interest rate on the entire issue. No conditional bid or bids for less than 99% of the par value of the bonds will be considered. The right is reserved to reject any and all bids. In the event no satisfactory bids are received at the time of the sale, the sale will be continued from day to day thereafter, without further advertisement for a period of thirty (30) days during which time no bid which provides a higher net interest cost to the City than the best bid received at the time of the advertised sale will be considered. Each bid must be on a customary bid form which shall be enclosed in a sealed envelope addressed to the undersigned Clerk-Treasurer and marked "Bid for City of Warsaw, Indiana, General Obligation Bonds of 2008." Each bid must be accompanied by a certified or cashier's check or a financial surety bond in the amount of $11,100 ("Deposit"). If a check is submitted, it shall be drawn on a bank or trust company which is insured by the Federal Deposit Insurance Corporation. In either case, the Deposit shall be payable to the "City of Warsaw, Indiana," and shall be held as a guaranty of the performance of the bid. If a financial surety bond is used, it must be from an insurance company licensed to issue such bond in the State of Indiana, and such bond must be submitted to the City prior to the opening of the bids. The financial surety bond must identify each bidder whose Deposit is guaranteed by such financial surety bond. If the bonds are awarded to a bidder utilizing a financial surety bond, then that purchaser is required to submit its Deposit to the City in the form of a certified or cashier's check (or wire transfer such amount as instructed by the City) not later than 3:30 p.m. (Warsaw time) on the day of the award. If such Deposit is not received by that time, the financial surety bond may be drawn by the City to satisfy the Deposit requirements. No interest on the Deposit will accrue to the successful bidder. If the successful bidder fails to honor its accepted bid, the Deposit will be retained by the City. The successful bidder will be required to make payment for such bonds in Federal Reserve funds or other immediately available funds and accept delivery of the bonds within five days after being notified that the bonds are ready for delivery, at such bank in the City of Indianapolis, Indiana, or the City of Warsaw, Indiana, as the purchaser shall designate, or at such other location which may be mutually agreed to by the City and such bidder. It is anticipated that the bonds will be ready for delivery within thirty days after the date of the sale and if not ready for delivery within forty-five days after the sale date, the purchaser shall be entitled to rescind the sale and obtain the return of the Deposit. The successful bidder is expected to apply to a securities depository registered with the SEC to make such bonds depository-eligible. The successful bidder will also be required to certify as to the price at which a substantial amount of bonds of each maturity was reoffered to the public. The opinion of Ice Miller LLP, bond counsel of Indianapolis, Indiana, approving the legality of the bonds, together with a transcript of the bond proceedings, and closing certificates in the usual form showing no litigation, will be furnished to the successful bidder at the expense of the City. The bonds may be issued, at the option of the successful bidder, by means of a book entry-only system with no physical distribution of bond certificates made to the public. In this case, one bond certificate for each maturity will be issued to and registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC'), and immobilized in its custody. The successful bidder, as a condition of delivery of the bonds, shall be required to deposit the bond certificates with DTC, registered in the name of Cede & Co., nominee of DTC. It is anticipated that CUSIP identification numbers will be printed on the bonds, but neither the failure to print such numbers on any bond nor any error with respect thereto shall constitute cause for failure or refusal by the successful bidder therefor to accept delivery of and pay for the bonds in accordance with the terms of its bid. No CUSIP identification number shall be deemed to be a part of any bond or a part of the contract evidenced thereby and no liability shall hereafter attach to the City or any of its officers or agents because of or on account of such numbers. 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 Indiana Code 36-4-6-19 for the purpose of providing funds to be applied on the costs of purchasing fire trucks, together with all necessary appurtenances, related improvements and equipment and incidental expenses in connection therewith and on account of the issuance of the bonds therefor. The bonds constitute general obligations of the City. Principal of and interest on the bonds are payable from an ad valorem property tax levied and collected on all taxable property within the City. In the opinion of bond counsel, under the federal statutes, decisions, regulations and rulings existing on this date, the interest on the bonds is excludable from gross income for purposes of federal income taxation. The bonds are subject to the Internal Revenue Code of 1986 as in effect on the date of their issuance ("Code") which imposes limitations on the issuance of obligations like the bonds under federal tax law. The City has covenanted to comply with those limitations to the extent required to preserve the exclusion of interest on the bonds from gross income for federal income tax purposes. The City has designated the bonds for purposes of Section 265(11.) of the Code to qualify for the $10,000,000 annual exception from the 100% disallowance, in the case of banks and other financial institutions, of the deduction for interest expense allocable to tax-exempt obligations. The City has prepared an Official Statement relating to the bonds which it deems to be nearly final A copy of the nearly final Official Statement may be obtained from the City's Financial Advisor, H.J.. Umbaugh & Associates, Certified Public Accountants, LLP. Within seven (7) business days of the sale, the City will provide the successful bidder with up to 100 copies of the final Official Statement at the City's expense and such additional copies as may be requested, within five (5) business days of the sale, by the successful bidder at the expense of the successful bidder. Inquiries concerning matters contained in the nearly final Official Statement must be made and pricing and other information necessary to complete the final Official Statement must be submitted by the successful bidder within two (2) business days following the sale to be included in the final Official Statement. In the ordinance approving the bonds and pursuant to a Continuing Disclosure Undertaking Agreement to be delivered by the City upon delivery of the bonds, the City will covenant to comply with Securities and Exchange Commission Rule 15c2-12, as in effect of the date of delivery of the bonds ("Rule 15c2-12"). The City will covenant to provide the most recent annual financial information and operating data relating to the City as described in the Preliminary Official Statement prepared in connection with the sale of the bonds. Further, with respect to the bonds, the City will undertake to provide notice of those material events required by Rule 15c2-12. Dated this 24th day of October, 2008. Elaine Call Clerk-Treasurer, City of Warsaw, Indiana o24,31
