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NOTICE OF SALE
$4,450,000 GENERAL OBLIGATION BONDS, SERIES 2021
OF THE TOWNSHIP OF EGG HARBOR
COUNTY OF ATLANTIC, NEW JERSEY
(BOOK-ENTRY ONLY) (NON-CALLABLE) (BANK QUALIFIED)
NOTICE IS HEREBY GIVEN that electronic sealed bids (as
described herein) will be received by The Township of Egg Harbor in
the County of Atlantic, New Jersey (the “Township”) for the purchase
of $4,450,000 original principal amount of the Township’s General
Obligation Bonds, Series 2021 (the “Bonds”), on Wednesday,
June 16, 2021 (the “Bid Date”) until 11:00 a.m., New Jersey time (the
“Bid Time”), at which time the bids will be announced. Bidders are required
to submit their Proposal for the purchase of the Bonds in accordance with
the terms of the Notice of Sale.
The Bonds
The Bonds will be dated the date of delivery and shall mature on July 1st
of each year until maturity, or earlier redemption, in the maturity amounts
as hereinafter shown.
Year
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031

General
Improvements Bonds
$250,000
$250,000
$475,000
$475,000
$500,000
$500,000
$500,000
$500,000
$500,000
$500,000

Interest Payment Dates
The Bonds will be dated the date of delivery (which is expected to be
July 8, 2021) and will bear interest at the rate per annum specified by
the successful bidder therefor in accordance herewith, payable on July 1,
2022, and semi-annually thereafter on the first (1 st) day of January and
July in each year until maturity.
Term Bond Option
Bidders may not elect to structure the issue to include term bonds.
Redemption Provisions
The Bonds of this issue are not redeemable prior to their maturity dates.
Book-Entry-Only System
As long as DTC or its nominee, Cede & Co., is the registered owner
of the Bonds, payments of the principal of and interest on the Bonds
will be made directly to Cede & Co., as nominee of DTC, which will
credit payments of principal of and interest on the Bonds to the DTC
participants as listed in the records of DTC as of each next preceding June
15th and December 15 th, respectively (the “Record Dates” for payment of
interest on the Bonds), which participants will in turn credit such payments
to the beneficial owners of the Bonds.
All bidders of the Bonds must be participants of The Depository Trust
Company, New York, New York (“DTC”) or affiliated with its participants.
The Bonds will be issued in fully registered form, and when issued will be
registered in the name of and held by Cede & Co., as the registered owner
thereof and nominee for DTC, an automated depository for securities and
clearinghouse for securities transactions.
Individual purchases of beneficial ownership interests in the Bonds will
be made in book-entry form (without certificates) in the denomination of
$5,000 each or integral multiples of $1,000 in excess thereof. It shall be
the obligation of the successful bidder to furnish to DTC an underwriter’s
questionnaire and the denomination of the Bonds not less than seventytwo (72) hours prior to the delivery of the Bonds.
In the event that either DTC determines not to continue to act as
securities depository for the Bonds or the Township determines that the
beneficial owners of the Bonds be able to obtain bond certificates, the
Township will appoint a paying agent and will issue and deliver replacement
Bonds in the form of fully registered certificates.
Electronic Bidding Procedures
Bids may be submitted electronically via PARITY in accordance with
this Notice of Sale, until the Bid Time on the Bid Date, but no bid will be
received after the time for receiving bids specified above.To the extent any
instructions or directions set forth in PARITY conflict with this Notice of
Sale, the terms of this Notice of Sale shall control. For further information
about PARITY, potential bidders may contact PARITY at (212) 849-5021.
In the event that a bid for the Bonds is submitted via PARITY, the bidder
further agrees that:
1. The Township may regard the electronic transmission of the bid
through PARITY (including information about the purchase price of the
Bonds, the interest rate or rates to be borne by the various maturities
of the Bonds, the initial public offering price of each maturity and any
other information included in such transmission) as though the same
information were submitted directly to the Township and executed by a
duly authorized signatory of the bidder. If a bid submitted electronically
via PARITY is accepted by the Township, the terms of the Proposal for
Bonds and this Notice of Sale and the information that is electronically
transmitted through PARITY shall form a contract, and the successful bidder
shall be bound by the terms of such contract.
2. PARITY is not an agent of the Township, and the Township Bond
Counsel and Municipal Advisor shall have no liability whatsoever based
on any bidder’s use of PARITY, including but not limited to any failure by
PARITY to correctly or timely transmit information provided by the Township
or information provided by the bidder.
3. The Township may choose to discontinue use of electronic bidding
via PARITY by issuing a notification to such effect via TM3 News Services,
or by other available means, no later than 3:00 p.m. (New Jersey time) on
the last business date prior to the bid date set forth above.
4. Once the bids are communicated electronically via PARITY to
the To w n s h i p as described above, each bid will constitute a Proposal
for Bonds and shall be deemed to be an irrevocable offer to purchase
the Bonds on the terms provided in this Notice of Sale. For purposes
of submitting a Proposal for Bonds, whether by hand delivery or
electronically via Parity, the time as maintained on PARITY shall constitute
the official time.
5. Each bidder choosing to bid electronically shall be solely
responsible to make necessary arrangements to access PARITY for
purposes of submitting its bid in a timely manner and in compliance
with the requirements of this Notice of Sale. Neither the Township nor
Parity shall have any duty or obligation to undertake such registration
to bid for any prospective bidder or to provide or assure access to any
qualified prospective bidder, and neither the Township nor Parity shall be
responsible for the proper operation of or have any liability for any delays
or interruptions of, or any damages caused by PARITY. The Township is
using PARITY as a communication mechanism, and not as the Township’s
agent, to conduct the electronic bidding for the Bonds. By using PARITY,
each bidder agrees to hold the Township, Bond Counsel and Municipal
Advisor harmless for any harm or damages caused to such bidder in
connection with its use of PARITY for bidding on the Bonds.
Bid Specifications
Each Proposal submitted must name the rate or rates of interest per
annum to be borne by the Bonds bid for and the rate or rates named must
be multiples of one-eighth (1/8th) or one-twentieth (1/20th) of one per
centum (1.0%). Not more than one rate may be named for Bonds of the
same maturity. There is no limitation on the rates that may be named.
If more than one rate of interest is named, the difference between
highest and lowest rate may not exceed two percent (2%) per annum
and not more than one rate of interest may be named for the Bonds
of the same maturity. The purchase price specified in t h e P roposal
must be not less than 100% of the aggregate par value of the Bonds nor
more than 110% of such aggregate par value of the Bonds which is equal to
$4,895,000 (representing the par amount of the Bonds plus a bid premium
of $445,000) (the “Max Bid Price”).
Subject to the Bid requirements described herein, each Proposal for
the Bonds must be submitted on an “All-or-None” (“AON”) basis for the
entire amount of $4,450,000.A Bidder must submit a conforming Proposal
for the entire issue, and if such Proposal is accepted by the Township, the
Bidder will be required to purchase the entire issue in accordance with
such Proposal.
Award, Delivery a nd Payment
The Bonds will be awarded to the bidder on whose bid the total loan
may be made at the lowest true interest cost. Such true interest cost shall
be computed, as to each bid, by determining the interest rate, compounded
semiannually,necessary to discount the principal and interest payments on
the Bonds to the date of delivery of the Bonds and to the price bid which
shall not exceed the Max Bid Price. No Proposal shall be considered that
offers to pay an amount less than the principal amount of Bonds offered for
sale or under which the total loan is made at a true interest cost higher than
the lowest true interest cost to the Township under any legally acceptable
proposal. If two or more such bidders offer to pay the lowest true interest
cost, then the Bonds will be sold to one of such bidders selected by lot from
among all such bidders.The bidder to which the Bonds are awarded (in the
manner specified above) is herein referred to as the “Successful Bidder”.
It is expected that delivery of the Bonds to DTC and payment for the
Bonds will take place on or about July 8, 2021, at the offices of Fleishman
Daniels Law Offices, LLC, bond counsel to the Township (“Bond Counsel”),
in Linwood, New Jersey, or at such other place as may be agreed upon
with the Successful Bidder. The Bonds will be delivered to DTC in single
denominations for each combined maturity. PAYMENT FOR THE BONDS
AT THE TIME OF ORIGINAL ISSUANCE AND DELIVERY SHALL BE IN
IMMEDIATELY AVAILABLE FUNDS.
Change of Bid Date and Closing Date
The Township reserves the right to postpone, from time to time, the date
established for the receipt of bids and will undertake to notify registered
prospective bidders via notification published on Thomson Municipal
Market Monitor (“TM3”) (www.tm3.com). Prospective bidders may request
notification by facsimile transmission of any such changes in the date or
time for the receipt of bids by so advising and furnishing their telecopier
numbers to the Chief Financial Officer of the Township at (609) 926-4094,
or the Township’s Municipal Advisor, Phoenix Advisors, LLC at (609) 2910130, by 12:00 Noon, New Jersey time, on the day prior to the announced
date for receipt of bids. In addition, the Township reserves the right to make
changes to this Notice of Sale. Such changes will be announced on TM3.
A postponement of the bid date will be announced via TM3 not
later than 3:00 p.m., New Jersey time, on the last business day prior to
any announced date for receipt of bids, and an alternative sale date and
time will be announced via TM3 by 12:00 Noon, New Jersey time, not less
than forty-eight (48) hours prior to such alternative date for receipt of bids.
On any such alternative date and time for receipt of bids, the Township
will accept electronic bids for the purchase of the Bonds, such bids to
conform in all respects to the provisions of this Notice of Sale, except for
the changes in the date and time for receipt of bids and any other changes
announced via TM3 at the time the date and time for receipt of bids are
announced.
Right To Reject Bids; Waive Irregularities
The right is reserved to reject all bids, and any bid not complying with
the terms of this Notice of Sale will be rejected.The Township reserves the
right to reject any or all Proposals and so far, as permitted by law, to waive
any irregularity or informality in any or all Proposals.
Good Faith Deposit
A good faith deposit (the “Deposit”), in the form of a financial surety
bond, if available (the “Financial Surety Bond”), wire transfer, or certified
or cashier’s or treasurer’s check in the amount of $89,000 is required for
each bid for the Bonds to be considered.Wire instructions may be obtained
by contacting Anthony P. Inverso of Phoenix Advisors, LLC (the “Municipal
Advisor”) at (609) 291-0130. The Financial Surety Bond, if available,
must be from an insurance company licensed to issue such a bond in
the State of New Jersey and approved by the Director of the Division of
Local Government Services of New Jersey (the “Director”). The Deposit
must be submitted to the Township prior to 10:30 a.m. New Jersey
time on the date for receipt of bids and must be in the form described
above. A Financial Surety Bond must identify the bidder whose Deposit is
guaranteed by such Financial Surety Bond. If the Successful Bidder satisfies
the Deposit via a Financial Surety Bond, the Successful Bidder for the
Bonds is required to submit its Deposit to the Township in the form of a
wire transfer not later than 3:00 p.m. New Jersey time on the next business
day following the award. If such Deposit is not received by that time, the
Financial Surety Bond may be drawn by the Township to satisfy the Deposit
requirement.The Deposit of the Successful Bidder will be collected, and the
proceeds thereof retained by the Township to be applied in partial payment
for the Bonds and no interest will be allowed or paid upon the amount
thereof, but in the event the Successful Bidder shall fail to comply with the
terms of its respective bid, the proceeds thereof will be retained as and for
full liquidated damages. Award of the Bonds to the Successful Bidder or
rejection of all bids is expected to be made within two hours after opening
Printer Fee: $289.55
Pub Date: June 9, 2021

of the bids, but such Successful Bidder may not withdraw its Proposal for
Bonds until after 5:00 p.m. of the day of such bid-opening and then only
if such award has not been made prior to the withdrawal. The balance of
the purchase price shall be paid in Federal Funds by wire transfer to the
Township on or about July 8, 2021.
Bond Insurance
If the Bonds qualify for issuance of any policy of municipal bond
insurance, any purchase of such policy shall be at the sole option and
expense of the Successful Bidder. If the Bonds are to be insured, the
Successful Bidder shall pay the premium therefor prior to the delivery of
the Bonds.Any failure of the Bonds to be so insured or of any such policy of
insurance to be issued shall not in any way relieve the Successful Bidder of
its contractual obligations arising from the acceptance of its Proposal for
Bonds for the purchase of the Bonds.
CUSIP Numbers
It is anticipated that CUSIP identification numbers will be printed on the
Bonds, but neither the failure to print such number on any Bond nor any
error with respect thereto shall constitute cause for the failure or refusal
of the Successful Bidder to accept delivery of and pay for the Bonds. The
CUSIP Service Bureau charges for the assignment of CUSIP numbers on the
Bonds shall be the responsibility of and shall be paid for by the Successful
Bidder.
Establishment of Issue Price
(10% Test to Apply if Competitive Sale Requirements are Not
Satisfied)
The Successful Bidder shall assist the Township in establishing the
issue price of the Bonds and shall execute and deliver to the Township
at Closing an “issue price” or similar certificate, setting forth the
reasonably expected initial offering price to the Public or the sales price
or prices of the Bonds, together with supporting pricing wires or equivalent
communications, substantially in the form prepared by and available from
Bond Counsel, with such modifications as may be appropriate or necessary,
in the reasonable judgment of the Successful Bidder, the Township and
Bond Counsel. All actions to be taken by the Township under this Notice of
Sale to establish the issue price of the Bonds may be taken on behalf of the
Township by the Township’s Municipal Advisor identified herein, if any, and
any notice or report to be provided to the Township may be provided to the
Township’s Municipal Advisor.
The Township intends that the provisions of Treasury Regulation Section
1.148-1(f)(3)(i) (defining “competitive sale” for purposes of establishing
the issue price of the Bonds) will apply to the initial sale of the Bonds (the
“Competitive Sale Requirements”) because: (1) the Township shall
disseminate this Notice of Sale to potential underwriters in a manner that
is reasonably designed to reach potential underwriters; (2) all Bidders shall
have an equal opportunity to bid; (3) the Township may receive bids from
at least three (3) underwriters of municipal bonds who have established
industry reputations for underwriting new issuances of municipal bonds;
and (4) the Township anticipates awarding the sale of the Bonds to the
Bidder who submits a firm offer to purchase the Bonds at the highest price
(or lowest interest cost), as set forth in this Notice of Sale.
Any bid submitted pursuant to this Notice of Sale shall be considered
a firm offer for the purchase of the Bonds, as specified in the bid. By
submitting a bid, bidders are deemed to have certified that they have an
established industry reputation as a regular purchaser or underwriter of
tax-exempt obligations such as the Bonds.
In the event that the Competitive Sale Requirements are not satisfied,
the Township shall so advise the Successful Bidder.The Township shall 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 Maturityby-Maturity basis (and if different interest rates apply within a Maturity, to
each separate CUSIP number within that Maturity). The Successful Bidder
shall advise the Township if any maturity of the Bonds satisfies the 10%
Test as of the date and time of the award of the Bonds. The Township will
not require Bidders to comply with the “hold-the-offering-price rule” and
therefore, does not intend to use the initial offering price to the Public as of
the sale date of any Maturity of the Bonds as the issue price of that Maturity.
Bids will not be subject to cancellation in the event that the Competitive
Sale Requirements are not satisfied. Bidders should prepare their bids on
the assumption that all of the maturities of the Bonds will be subject to the
10% Test in order to establish the issue price of the Bonds.
If Competitive Sale Requirements are not satisfied, then until the 10%
Test has been satisfied as to each Maturity of the Bonds, the Successful
Bidder agrees to promptly report to the Township the prices at which the
unsold Bonds of that Maturity have been sold to the Public. That reporting
obligation shall continue, whether or not the Closing Date has occurred,
until either (i) all Bonds of that Maturity have been sold or (ii) the 10%
Test has been satisfied as to the Bonds of that Maturity, provided that, the
Successful Bidder’s reporting obligation after the Closing Date may be at
reasonable periodic intervals or otherwise upon request of the Township or
Bond Counsel, and evidenced by a Supplemental Issue Price Certificate.
By submitting a bid, each Bidder confirms that: (i) any agreement
among underwriters, any selling group agreement and each third-party
distribution agreement (to which the Bidder is a party) relating to the initial
sale of the Bonds to the Public, together with the related pricing wires,
contains or will contain language obligating each underwriter, each dealer
who is a member of the selling group,and each broker-dealer that is a party
to such third-party distribution agreement, as applicable,
(A) to report the prices at which it sells to the Public the unsold
Bonds of each maturity allocated to it, whether or not the Closing Date
has occurred, until either all Bonds of that Maturity allocated to it have
been sold or it is notified by the Successful Bidder that the 10% Test has
been satisfied as to the Bonds of that Maturity, provided that, the reporting
obligation after the Closing Date may be at reasonable periodic intervals or
otherwise upon request of the Successful Bidder,
(B) to promptly notify the Successful Bidder of any sales of Bonds that,
to its knowledge, are made to a purchaser who is a related party to an
underwriter participating in the initial sale of the Bonds to the Public, and
(C) to acknowledge that, unless otherwise advised by the underwriter,
dealer or broker-dealer, the Successful Bidder shall assume that each order
submitted by the underwriter, dealer or broker-dealer is a sale to the Public.
(ii) any agreement among underwriters or selling group agreement,
relating to the initial sale of the Bonds to the Public, together with the
related pricing wires, contains or will contain language obligating each
underwriter or dealer that is a party to a third-party distribution agreement
to be employed in connection with the initial sale of the Bonds to the Public
to require each broker-dealer that is a party to such third-party distribution
agreement to report the prices at which it sells to the public the unsold
Bonds of each Maturity allocated to it, whether or not the Closing Date has
occurred, until either all Bonds of that maturity allocated to it have been
sold or it is notified by the Successful Bidder or such underwriter that the
10% Test has been satisfied as to the Bonds of that Maturity, provided that
of that the reporting obligation after the Closing Date may be at reasonable
periodic intervals or otherwise upon request of the Successful Bidder or
such underwriter.
Sales of any Bonds to any person that is a related party to an
Underwriter participating in the initial sale of the Bonds to the Public shall
not constitute sales to the Public for purposes of this Notice of Sale. Further,
for purposes of this Notice of Sale: (a) Maturity means Bonds with the same
credit and payment terms. Bonds with different Maturity dates, or Bonds
with the same Maturity date but different stated interest rates, are treated as
separate Maturities; (b) Public means any person (including an individual,
trust, estate, partnership, association, company, or corporation) other than
an Underwriter or a related party to an Underwriter.The term “related party”
for purposes of this certificate generally means any two or more persons
who have greater than 50 percent common ownership,directly or indirectly;
(c) Sale Date means the first day on which the Bonds are awarded by the
Township to the Successful Bidder; (d) Underwriter means (i) any person
that agrees pursuant to a written contract with the Township (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 third
party distribution agreement participating in the initial sale of the Bonds
to the Public).
Legal Opinions
The approving opinions of Fleishman Daniels Law Offices, LLC, Bond
Counsel to the Township, will be furnished without cost to the Successful
Bidder, opinions to be substantially in the form set forth in the Official
Statement distributed in preliminary form in connection with the marketing
and sale of the Bonds, to the effect that the Bonds are valid and legally
binding general obligations of the Township, that all the taxable property
therein will be subject to the levy of ad valorem taxes to pay the principal of
the Bonds and the interest thereon without limitation as to rate or amount
and that interest on the Bonds is not includable as gross income under the
Code if the Township complies with all conditions subsequent contained in
the Code, and that interest on the Bonds and any gain on the sale thereof
is not includable as gross income under the existing New Jersey Gross
Income Tax Act.
Section 265 Qualification
The Bonds will be designated as qualified under Section 265 of the
Internal Revenue Code of 1986, as amended, by the Township for an
exemption from the denial of deduction for interest paid by financial
institutions to purchase or to carry tax-exempt obligations.
Preliminary Official Statement
The Township has prepared a Preliminary Official Statement for the
Bonds which is dated June 9, 2021, which is deemed final as of its date
for purposes of SEC Rule 15c2-12(b)(1), except for omissions permitted
thereby, but is subject to revision or amendment. The Preliminary Official
Statement will be posted on the internet and can be downloaded at www.
munihub.com. The Successful Bidder will be furnished with a reasonable
number of copies of the final Official Statement at the Township’s expense.
Additional copies may be obtained by the Successful Bidder at its own
expense by arrangement with the Township’s Municipal Advisor.The copies
of the final Official Statement will be made available to the Successful
Bidder not later than seven (7) business days after the bid opening.
The Successful Bidder agrees to promptly file a final Official Statement
with the Municipal Securities Rulemaking Board and to take any and all
other actions necessary to comply with the applicable Securities and
Exchange Commission and Municipal Securities Rulemaking Board rules
governing the offering, sale and delivery of the Bonds to the ultimate
purchasers.
Continuing Disclosure
In order to assist the Successful Bidder in complying with Rule 15c212, the Township agrees to deliver on the Closing Date a Continuing
Disclosure Certificate to be dated as of the Closing Date pursuant to which
the Township shall agree to provide at the times and to the information
repositories and other persons described in Rule 15c2-12 the financial or
operating data required to be disclosed on a continuing basis pursuant to
Rule 15c2-12.
For more information regarding the Bonds and the Township, reference
is made to the Preliminary Official Statement dated June 9, 2021.
Bid forms and copies of the Preliminary Official Statement may be
obtained from www.munihub.com or from the
Township’s Municipal Advisor, Anthony P. Inverso of Phoenix Advisors,
LLC, 625 Farnsworth Avenue, Bordentown, New Jersey 08505, (609)
291-0130.
The Township of Egg Harbor,
in the County of Atlantic, New Jersey
Dated: June 9, 2021
By: __________________________
Jennifer McIver, Chief Financial Officer
Order #: 0000167329

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