OFFICIAL NOTICE OF INTENT TO SELL BONDS $8,335,000 (Preliminary, Subject to Change) CITY OF GREENSBURG, INDIANA SEWAGE WORKS REFUNDING REVENUE BONDS, SERIES 2016 NOTICE IS HEREBY GIVEN that upon not less than twenty-four (24) hours notice given by telephone, facsimile, electronically or otherwise on behalf of the City of Greensburg, Indiana (the City), prior to ninety (90) days from the date of the second publication of this notice, separate electronic and sealed bids will be received on behalf of the City in care of the City's financial advisor, H.J. Umbaugh & Associates, Certified Public Accountants, LLP (the Financial Advisor), 8365 Keystone Crossing, Suite 300, Indianapolis, Indiana 46240, (317) 465-1500 (telephone), (317) 465-1550 (facsimile), bids@umbaugh.com and riley@umbaugh.com (e-mail), in the manner as set forth herein for the purchase of the bonds of the City designated as City of Greensburg, Indiana Sewage Works Refunding Revenue Bonds, Series 2016 (the Bonds) to be issued by the City pursuant to an ordinance adopted by the Common Council of the City on September 6, 2016 (the Ordinance), in the aggregate principal amount of Eight Million, Three Hundred Thirty Five Thousand Dollars ($8,335,000) (preliminary, subject to change), bearing interest at a rate or rates not exceeding five percent (5.00%). Upon completion of the bidding procedures described herein, the results of the sealed, non-electronic bids received shall be compared to the electronic bids received by the City. 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 between 10:00 a.m. and 11:00 a.m. (Eastern Standard Time) on the date identified in the notice given by, or on behalf of the City, 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 City'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 Financial Advisor at the address described above until 11:00 a.m. (Eastern Standard Time) on the date identified in the notice given by, or on behalf of the City, twenty-four hours prior to the sale of the Bonds. It is currently anticipated that sealed bids will be requested to be submitted on October 20, 2016. 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 May 1 and November 1 in each year, commencing May 1, 2017. The Bonds will be issued as fully registered bonds in book-entry-only form in denominations of $5,000 each or any integral multiples thereof, not exceeding the aggregate principal amount of such Bonds maturing in any one year, and when issued, will be registered in the name of CEDE & Co., as nominee for The Depository Trust Company (DTC), New York, New York. Purchasers of beneficial interests in the Bonds will not receive physical delivery of bond certificates and ownership by the Beneficial Owners of the Bonds 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 City nor The Bank of New York Mellon Trust Company, N.A., as the registrar and paying agent (the Registrar and the Paying Agent), for the Bonds 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 of Bonds. The Bonds shall be numbered consecutively from 2016R-1 upward, shall bear an original issue date which shall be the date the Bonds are issued and shall mature on November 1 and May 1 in the years and amounts as follows: Maturity Principal Maturity Principal Date Amount* Date Amount* May 1, 2017 $60,000 May 1, 2023 $445,000 November 1, 2017 55,000 November 1, 2023 455,000 May 1, 2018 55,000 May 1, 2024 450,000 November 1, 2018 55,000 November 1, 2024 470,000 May 1, 2019 55,000 May 1, 2025 470,000 November 1, 2019 60,000 November 1, 2025 475,000 May 1, 2020 65,000 May 1, 2026 470,000 November 1, 2020 415,000 November 1, 2026 505,000 May 1, 2021 420,000 May 1, 2027 500,000 November 1, 2021 435,000 November 1, 2027 505,000 May 1, 2022 430,000 May 1, 2028 505,000 November 1, 2022 445,000 November 1, 2028 535,000 *estimated, subject to change The City reserves the right to adjust principal amounts within maturities to achieve the financial objectives of the City. In addition, the City reserves the right to decrease the entire principal amount of the Bonds issued based on the actual interest rates bid by the successful bidder based on the principal and interest payments to be paid by the City. If the maximum principal amount of the Bonds issued decreases, the City 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 fifteenth day (15th) day of the month immediately preceding 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 immediately preceding 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 operations 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 Ordinance. REDEMPTION PROVISIONS. The Bonds are not subject to optional redemption. Upon the election of the successful bidder, any of the Bonds may be issued as term bonds subject to mandatory sinking fund redemption on May 1 and November 1 of the year 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 City, 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 more than 60 days and not less than 30 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 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 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 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. INTEREST RATES. 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), one-twentieth (1/20), 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. The Bonds have been designated as qualified tax-exempt obligations for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended and in effect on the date of issuance of the Bonds. 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. (Eastern Standard Time), October 14, 2016, to the Financial Advisor at the address and contact information set forth above. The person may also furnish a telex or facsimile number or e-mail address. The City 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 or facsimile and electronically if a telex or facsimile number or e-mail address has been furnished. No conditional bid or bids for less than ninety-nine percent (99.00%) of the par value of the Bonds, will be considered. The City 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 successful bidder from its discount bid, and will not be paid by the City. Each of the bids for the Bonds not submitted via PARITY^ (i) shall be sealed in an envelope, or if sent by electronic mail or facsimile, contain a cover page, marked City of Greensburg, Indiana Sewage Works Refunding Revenue Bonds, Series 2016, (ii) must be on the form approved by the City, without additions, alterations or erasures, which form may be obtained from the Financial Advisor at the address set forth herein, and (iii) delivered to the Financial Advisor on behalf of the City at the address or contact information set forth above. While it is not a requirement for the successful bidder, the City encourages the successful bidder to make a good faith effort to offer the Bonds to be purchased by residents of the City. 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 City reserves the right to amend any information contained in this Official Notice of Intent to Sell Bonds. The City 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 City. 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. GOOD FAITH DEPOSIT. The successful bidder must provide to the City a wire transfer in Federal Reserve or other immediately available funds made payable to the City in the amount of one percent (1.00%) of the aggregate principal amount of Bonds to be sold to the successful bidder (the amount of such wire transfer being referred to hereinafter as the Deposit) by no later than 3:30 p.m. (Eastern Standard Time) on the business day following the date on which the successful bidder is notified of the award of the sale of the Bonds. If the Deposit is not received by the time set forth above, then the bid of the successful bidder shall be rejected. The Deposit will be applied to the purchase price of the Bonds awarded to the successful bidder. 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 City and shall be taken and considered as liquidated damages of the City on account of such failure or refusal. 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 City. 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 successful bidder will be entitled to rescind the sale and the Deposit will be returned. Any notice of rescission must be in writing. At the request of the City, the successful bidder shall furnish to the City, simultaneously with or before delivery of the Bonds, a certificate in form satisfactory to the City regarding the price at which a substantial amount of Bonds of each maturity was reoffered to the public. 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 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 City 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 City; provided, however, it shall be the responsibility of the successful bidder to timely obtain the numbers and to pay the CUSIP Service Bureau charge for the assignment of the numbers. The successful bidder 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 for the refunding of the City's Sewage Works Revenue Bonds, Series 2007A, all as 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 Sewage Works Sinking Fund continued under the Ordinance to be provided from the Net Revenues (defined as the gross revenues (including payments received from Honda Manufacturing of Indiana, LLC pursuant to the Deposit Agreement) remaining after the payment of the reasonable expenses of operation, repair and maintenance, excluding transfers for payment in lieu of property taxes) of the System including all additions and improvements thereto and replacements thereof subsequently constructed or acquired, on a parity with the City's Sewage Works Revenue Bonds, Series 2007B and the City's Sewage Works Refunding Revenue Bonds, Series 2013 , all as more fully described in the Preliminary 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 Bond proceedings, the printed Bonds and closing certificates in the customary form showing no litigation, will be furnished to the successful bidder at the expense of the City. 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 (the State) for all purposes except the State financial institutions tax, the successful bidder shall have the right to rescind the sale, and in such event the good faith deposit will be returned. PRELIMINARY OFFICIAL STATEMENT. A copy of the Preliminary Official Statement prepared at the direction of the City 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 Financial Advisor at the address set forth above. Said Preliminary Official Statement will be in a form deemed final by the City, 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 City with respect to the Bonds, as that term is defined in the Rule. By awarding the Bonds to a successful bidder, the City 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 twenty-five (25) copies of the Official Statement at the City's expense, any additional copies to be at the expense of the underwriting syndicate. The City 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 City (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 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 City's bond counsel. In order to assist bidders in complying with paragraph (b)(5) of the Rule, the City will undertake, pursuant to the Continuing Disclosure 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 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 the City in care of the Financial Advisor at the address listed above. Dated this 27th day of September, 2016. CITY OF GREENSBURG, INDIANA GDN-304 Sept. 27; Oct. 4 hspaxlp
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