OFFICIAL BOND SALE
NOTICE
Sealed proposals
will be received by the Treasurer of the Damon Run Conservancy District
("District"), at the office of the District's financial advisor, H.J.
Umbaugh & Associates, Certified Public Accountants, LLP, 8365 Keystone
Crossing, Suite 300, P.O. Box 40458, Indianapolis, IN 46240-0458, up to the
hour of 11:00 a.m. (Indianapolis time) on the 19th day of November, 2010,
for the purchase of the bonds of the District designated as "Conservancy
District Bonds of 2010, Series A and Series B" in the aggregate amount of
$14,000,000. 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 8%
per annum (the exact interest rate or rates will be determined by bidding).
Interest will be payable semiannually on January 1 and July 1 of each year
beginning on July 1, 2011. 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 January 1 and July 1 on
the dates and in the amounts listed in the schedule to be provided at least
twenty-four (24) hours prior to 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 January 1 and July 1, on the dates as determined by the
successful bidder through the final maturity as described schedule provided
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 prior to the sale.
The bonds of this
issue maturing on or after January 1, 2020 are redeemable at the option of
the District on July 1, 2019, or any date thereafter, on thirty (30) days’
notice, in whole or in part, in the order of maturity determined by the
District and by lot within a maturity, at face value, with no premium, plus
in each case accrued interest to the date fixed for redemption.
Principal is
payable at the office of a registrar and paying agent to be designated by
the District. 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 said 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 District, 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
District 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 Treasurer and marked "Bid for Damon Run
Conservancy District Conservancy District Bonds of 2010, Series A and Series
B." 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 $140,000 ("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 and shall be submitted to the
District (or shall wire transfer such amount as instructed by the District)
not later than 3:30 p.m. (Local Time) on the next business day following the
award. In either case, the Deposit shall be payable to the "Damon Run
Conservancy 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 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 District, as the purchaser shall
designate, or at such other location which may be mutually agreed to by the
District 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 said 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 District.
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 District 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 District; 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 14-33 for the purpose of
providing funds to be applied on the costs of refunding outstanding notes of
the District, and the expansion of the District, including pipe relocation
and the purchase of capacity from the City of Portage, Indiana ("Project").
The bonds will be payable out of a special benefits tax to be levied on all
real property within the District and, once the Project is revenue
producing, to the extent available, from net revenues of the Project. 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 District 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 District has designated the bonds for
purposes of Section 265(b) of the Code to qualify for the $30,000,000 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 District 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 District's Financial Advisor, H.J. Umbaugh & Associates, Certified
Public Accountants, LLP, 8365 Keystone Crossing, Suite 300, P.O. Box 40458,
Indianapolis, IN 46240-0458.
Within seven (7)
business days of the sale, the District will provide the successful bidder
with 100 copies of the final Official Statement at the District’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 to
be delivered by the District upon delivery of the bonds, the District 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
District will covenant to provide the most recent annual financial
information and operating data relating to the District as described in the
Preliminary Official Statement prepared in connection with the sale of the
bonds. Further, with respect to the bonds, the District will undertake to
provide notice of those material events required by Rule 15c2-12.
Dated this 4th
day of November, 2010.
TREASURER, DAMON
RUN
CONSERVANCY
DISTRICT
(November 4, 11,
2010)