NOTICE OF INTENT TO SELL BONDS TOWN OF BROWNSBURG, INDIANA GENERAL OBLIGATION BONDS, SERIES 2016 Upon not less than twenty-four (24) hours' notice given by telephone, facsimile or otherwise, the Clerk-Treasurer of the Town of Brownsburg, Indiana (Town) will receive and consider bids for the purchase of the above-referenced bonds (the 2016 Bonds) in the principal amount not to exceed $2,000,000. The 2016 Bonds are being issued under the provisions of Indiana Code 36-5-2-11, Indiana Code 6-1.1-20, and other applicable provisions of the Indiana Code to pay the costs of certain sewage works improvement projects of the Town as further described in Ordinance No. 2016-37 considered for adoption by the Town Council on November 17, 2016, together with incidental expenses related thereto and including all expenses incurred in connection with or on account of the issuance of the 2016 Bonds therefor. The 2016 Bonds constitute general obligations of the Town. Principal of and interest on the 2016 Bonds are payable from an ad valorem property tax levied and collected on all taxable property within the Town. In the opinion of bond counsel, under the federal statutes, decisions, regulations and rulings existing on this date, (1) the interest on the 2016 Bonds is excludable from gross income for purposes of federal income taxation and (2) the interest on the 2016 Bonds is exempt from income taxation in the State of Indiana for all purposes except the Indiana Financial Institutions tax. The 2016 Bonds are not bank qualified. The 2016 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 2016 Bonds under federal tax law. The Town has covenanted to comply with those limitations to the extent required to preserve the exclusion of interest on the 2016 Bonds from gross income for federal income tax purposes. Any person interested in submitting a bid for the 2016 Bonds must furnish the person's name, address and telephone number, in writing, to the Town's financial advisor, H.J. Umbaugh and Associates Certified Public Accountants, LLP (Umbaugh), at 8365 Keystone Crossing, Suite 300, Indianapolis, Indiana 46240, (317) 465-1500 (telephone), (317) 465-1550 (facsimile), adlam@umbaugh.com (e-mail), on or before 11:00 a.m. (Eastern Time) on December 3, 2016. Such persons may also furnish a telecopy number or an e-mail address. Umbaugh, at the direction of the Clerk-Treasurer, will provide a notice (the Notice) to each person so registered of the date and time bids will be received which shall be not less than twenty-four (24) hours before the date and time selected for sale of the 2016 Bonds. The notification shall be made by telephone at the number furnished by such person and also by telecopy or e-mail, if a telecopy number or e-mail address has been received by Umbaugh. The sale is currently expected to take place on December 8, 2016. At the time designated for the sale, Umbaugh, on behalf of the Clerk-Treasurer, will receive and consider bids for the purchase of the 2016 Bonds in the aggregate principal amount specified in the Notice. The 2016 Bonds were approved by Ordinance of the Town to bear interest at a coupon rate or rates not to exceed five percent (5.0%) per annum. Interest will be payable semiannually on January 1 and July 1 of each year, beginning on July 1, 2017. Interest will be calculated on a 360-day year consisting of twelve 30-day months. The 2016 Bonds will be dated as of the date of delivery of the 2016 Bonds, will be in the denominations of $5,000 or any integral in excess thereof and will mature semiannually on January 1 and July 1 on the dates and in the amounts as provided by the Town at least 24 hours prior to the time of the sale. The 2016 Bonds of this issue are not subject to optional redemption prior to maturity. All or a portion of the 2016 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 or July 1, in the years as determined by the successful bidder, but in accordance with the maturity schedule to be provided for the 2016 Bonds at least 24 hours prior to the time of the sale, and the 2016 Bonds shall not have a maturity later than the final maturity established by the Town in such Notice. The term bonds shall be subject to mandatory sinking fund redemption and final payment(s) at maturity at one hundred percent (100%) of the principal amount thereof, plus accrued interest to the redemption date, on dates consistent with the schedule to be provided prior to sale. Principal is payable at the office of the U.S. Bank National Association, as registrar and paying agent, unless the Clerk-Treasurer designates another registrar and paying agent in the future. Interest shall be paid by check mailed to the registered owners or by wire transfer to depositories on each interest payment date. The 2016 Bonds will be issued in fully registered form. Each bid must be for all of the 2016 Bonds and must state the rate or rates of interest for the 2016 Bonds in multiples of one-eighth (1/8), one-twentieth (1/20) or one-hundredth (1/100) of one percent (1%). Any bids specifying two or more interest rates shall also specify the amount and maturities of the 2016 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 Town, to be determined by computing the total interest on all of the 2016 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 interest cost to final maturity and the net effective average interest rate on the entire issue. No conditional bid or bids for less than ninety-nine percent (99%) of the par value of the 2016 Bonds will be considered. The Town reserves the right to reject any and all bids. In the event no satisfactory bids are received at the time of the sale, the sale may be continued from day to day thereafter, without further advertisement for a period of up to thirty (30) days during which time no bid which provides a higher net interest cost to the Town than the best bid received at the time of the advertised sale will be considered. Each bid should be on the form approved by the Town and may be submitted (1) via e-mail to adlam@umbaugh.com (e-mail); (2) by mail, which bid shall be enclosed in a sealed envelope addressed to the undersigned Clerk-Treasurer, c/o Umbaugh at 8365 Keystone Crossing, Suite 300, Indianapolis, Indiana 46240, and marked Bid for Town of Brownsburg, Indiana General Obligation Bonds, Series 2016; or (3) electronically via PARITY^. To the extent any instructions or directions set forth in PARITY^ conflict with this Notice, the terms of this Notice shall control. For further information about PARITY^, potential bidders may contact Umbaugh as indicated above, or PARITY^ at (212) 849-5021. The successful bidder will be notified and instructed to submit a good faith deposit on the business day following notification of the award of the 2016 Bonds, which may consist of either a certified or cashier's check or a wire transfer in the amount of one percent (1%) of the par amount of the 2016 Bonds (the Deposit). If a check is submitted, it shall be drawn on a bank or trust company that is insured by the Federal Deposit Insurance Corporation and shall be submitted to the Town (or wire transfer such amount as instructed by the Town) not later than 3:30 p.m. (Eastern Time) on the day following the award. In either case, the Deposit shall be payable to the Town of Brownsburg, 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 Town. The successful bidder will be required to make payment for such 2016 Bonds in Federal Reserve funds or other immediately available funds and accept delivery of the 2016 Bonds within five days after being notified that the 2016 Bonds are ready for delivery, at such bank in the town of Indianapolis, Indiana, or the Town, as the purchaser shall designate, or at such other location which may be mutually agreed to by the Town and such bidder. It is anticipated that the 2016 Bonds will be ready for delivery within thirty (30) days after the date of the sale and if not ready for delivery within forty-five (45) days after the sale date, the purchaser shall be entitled to rescind the sale and obtain the return of the Deposit. The successful bidder will also be required to certify as to the price at which a substantial amount of 2016 Bonds of each maturity was reoffered to the public. The opinion of Frost Brown Todd LLC, bond counsel, approving the validity of the 2016 Bonds, together with a transcript of the bond proceedings and closing certificates, in the usual form, will be furnished to the successful bidder at the expense of the Town. The 2016 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. If the book-entry-only system is selected, the successful bidder, as a condition of delivery of the 2016 Bonds, would be required to pay all costs associated with registering and depositing the bond certificates with DTC. If the purchaser requires, CUSIP identification numbers will be secured and will be printed on the 2016 Bonds. However, no CUSIP identification number shall be deemed to be a part of any 2016 Bond or a part of the contract evidenced thereby and no liability shall hereafter attach to the Town or any of its officers or agents because of or on account of such numbers. In such event, all expenses in relation to the securing and printing of such CUSIP identification numbers on the 2016 Bonds shall be paid for by the purchaser. The successful bidder will also be responsible for any other fees or expenses that it shall incur in connection with the 2016 Bonds. Dated this 14th day of November, 2016. Ann Hathaway, Clerk-Treasurer, Town of Brownsburg, Indiana HCF-912 Nov. 19, 26 hspaxlp
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