OP­TIONAL DTC BOOK-EN­TRY-ONLY OF­FI­CIAL NO­TICE OF SALE $7,250,000 MU­NIS­ING PUB­LIC SCHOOLS COUN­TIES OF ALGER AND SCHOOLCRAFT STATE OF MICHI­GAN 2018 SCHOOL BUILD­ING AND SITE BONDS (GEN­ERAL OBLI­GA­TION - UN­LIM­ITED TAX)

The Bond Buyer - - Competitive Sales Notices -

BIDS for the pur­chase of the above 2018 School Build­ing and Site Bonds (the “Bond” or “Bonds”) will be re­ceived by Mu­nis­ing Pub­lic Schools, Alger and Schoolcraft Coun­ties, Michi­gan (the “Is­suer”), at the ad­min­is­tra­tive of­fices of the Is­suer, 810 State Hwy. M-28 W, Mu­nis­ing, Michi­gan 49862-1325, on Wed­nes­day, the 17th day of January, 2018, un­til 2:30 o’clock in the p.m., pre­vail­ing East­ern Time, at which time and place said bids will be pub­licly opened and read. BIDS also will be re­ceived on the same date and the same hour by an agent of the un­der­signed at the of­fices of the Mu­nic­i­pal Ad­vi­sory Coun­cil of Michi­gan, Buhl Build­ing, 535 Gris­wold Street, Suite 1850, Detroit, Michi­gan 48226, where the bids will si­mul­ta­ne­ously be opened and read. Bid­ders may choose ei­ther lo­ca­tion to present bids but not both lo­ca­tions. Award of the bids will be con­sid­ered by the Board of Education of the Is­suer at 6:00 o’clock in the p.m., pre­vail­ing East­ern Time, on that date.

FAXED BIDS: Bid­ders may sub­mit signed bids via fac­sim­ile trans­mis­sion to the Is­suer at (906) 3875416 or the Mu­nic­i­pal Ad­vi­sory Coun­cil at (313) 963-0943, pro­vided that the faxed bids are re­ceived prior to the time and date fixed for re­ceipt of bids. Bid­ders sub­mit­ting faxed bids bear the full risk of failed or un­timely trans­mis­sion of their bids. Bid­ders are en­cour­aged to con­firm the timely re­ceipt of their full and com­plete bids by tele­phon­ing the Is­suer at (906) 387-2251 or the Mu­nic­i­pal Ad­vi­sory Coun­cil at (313) 963-0420. Bid­ders sub­mit­ting bids by fax must sat­isfy the re­quire­ments of the good faith de­posit obli­ga­tions de­scribed herein.

ELEC­TRONIC BIDS may be pre­sented via PAR­ITY on the date and at the time shown above pro­vided that such bid­ders must also com­ply with the good faith de­posit re­quire­ments de­scribed herein. 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 PFM Fi­nan­cial Ad­vi­sors LLC, at (734) 994-9700 or PAR­ITY at (212) 849-5021.

OP­TIONAL DTC BOOK-EN­TRY-ONLY: Un­less oth­er­wise re­quested by the pur­chaser, the Bonds will be ini­tially of­fered as reg­is­tered in the name of Cede & Co., as reg­is­tered owner and nom­i­nee for The De­pos­i­tory Trust Com­pany, New York, New York (“DTC”) un­der DTC’s Book-En­try-Only sys­tem of reg­is­tra­tion. If DTC Book-En­try-Only is used, pur­chasers of in­ter­ests in the Bonds (the “Ben­e­fi­cial Own­ers”) 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 pay­ments 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.

BOND DE­TAILS: Said Bonds will be fully reg­is­tered Bonds, of the de­nom­i­na­tion of $5,000 each or mul­ti­ples thereof up to the amount of a sin­gle ma­tu­rity, shall be dated the date of de­liv­ery, num­bered in or­der of is­sue from 1 up­wards and will bear in­ter­est from their dated date payable on Novem­ber 1, 2018, and semi­an­nu­ally there­after.

The Bonds will mature on May 1 as fol­lows:

MA­TU­RITY AD­JUST­MENT: The Is­suer re­serves the right to de­crease the ag­gre­gate prin­ci­pal amount of the Bonds af­ter re­ceipt of the bids and prior to fi­nal award. Such ad­just­ment, if nec­es­sary, will be made in in­cre­ments of $5,000 and may be made in any ma­tu­rity.

AD­JUST­MENT TO PUR­CHASE PRICE: The pur­chase price of the Bonds will be ad­justed pro­por­tion­ately to the ad­just­ment in prin­ci­pal amount of the Bonds and in such man­ner as to main­tain as com­pa­ra­ble an un­der­writer spread as pos­si­ble to the winning bid.

TERM BOND OP­TION: Bid­ders shall have the op­tion of des­ig­nat­ing bonds ma­tur­ing in any year as se­rial bonds or term bonds, or both. The bid­der must des­ig­nate whether each of the prin­ci­pal amounts shown above rep­re­sent a se­rial ma­tu­rity or a manda­tory redemption re­quire­ment for a term bond ma­tu­rity. There may be more than one term bond ma­tu­rity. In any event, the above prin­ci­pal amount sched­ule shall be rep­re­sented by ei­ther se­rial bond ma­tu­ri­ties or manda­tory redemption re­quire­ments, or a com­bi­na­tion of both. Any such des­ig­na­tion must be made within twenty-four (24) hours of the Bond sale.

PAY­ING AGENT: Prin­ci­pal and in­ter­est shall be payable at a bank or trust com­pany qual­i­fied to act as a pay­ing agent in Michi­gan (the “Pay­ing Agent“), or such other Pay­ing Agent as the Is­suer may here­after des­ig­nate by no­tice mailed to the reg­is­tered owner not less than sixty (60) days prior to any change in Pay­ing Agent. In the event the Bonds cease to be held in book en­try form only, the Pay­ing Agent will serve as bond regis­trar and trans­fer agent, in­ter­est shall be paid by check mailed to the owner as shown by the reg­is­tra­tion books of the Is­suer as of the close of busi­ness on the 15th day of the month pre­ced­ing any in­ter­est pay­ment date and the Bonds will be trans­fer­able only upon the reg­is­tra­tion books of the Is­suer kept by the Pay­ing Agent. See “Op­tional DTC Book-En­try-Only” above. PRIOR REDEMPTION:

A. Manda­tory Redemption - Term Bonds.

Bonds ma­tur­ing in any year are el­i­gi­ble for des­ig­na­tion by the orig­i­nal pur­chaser at the time of sale as se­rial bonds or term bonds, or both. How­ever, prin­ci­pal ma­tu­ri­ties des­ig­nated as term bonds shall be sub­ject to manda­tory redemption, in part, by lot, at par and ac­crued in­ter­est on May 1st of the year in which the Bonds are presently sched­uled to mature. Each ma­tu­rity of term Bonds and se­rial Bonds must carry the same in­ter­est rate. Any such des­ig­na­tion must be made within twenty-four (24) hours of the Bond sale.

When term Bonds are pur­chased by the Is­suer and de­liv­ered to the Pay­ing Agent for can­cel­la­tion or are redeemed in a man­ner other than by manda­tory redemption, the prin­ci­pal amount of the term Bonds af­fected shall be re­duced by the prin­ci­pal amount of the Bonds so redeemed or pur­chased in the or­der determined by the Is­suer.

B. Op­tional Redemption.

Bonds of this is­sue ma­tur­ing in the years 2020 through 2027, in­clu­sive, shall not be sub­ject to redemption prior to ma­tu­rity. Bonds or por­tions of Bonds in mul­ti­ples of $5,000 of this is­sue ma­tur­ing in the year 2028 and there­after shall be sub­ject to redemption prior to ma­tu­rity, at the op­tion of the Is­suer, in such or­der as the Is­suer may de­ter­mine and by lot within any ma­tu­rity, on any date oc­cur­ring on or af­ter Novem­ber 1, 2027, at par and ac­crued in­ter­est to the date fixed for redemption.

No­tice of redemption of any Bond shall be given not less than thirty (30) days and not more than sixty (60) days prior to the date fixed for redemption by mail to the Reg­is­tered Owner at the reg­is­tered ad­dress shown on the reg­is­tra­tion books kept by the Pay­ing Agent. Bonds shall be called for redemption in mul­ti­ples of $5,000 and Bonds of de­nom­i­na­tions of more than $5,000 shall be treated as rep­re­sent­ing the num­ber of Bonds ob­tained by di­vid­ing the de­nom­i­na­tion of the Bond by $5,000 and such Bonds may be redeemed in part. The no­tice of redemption for Bonds redeemed in part shall state that upon sur­ren­der of the Bond to be redeemed a new Bond or Bonds in an ag­gre­gate prin­ci­pal amount equal to the unre­deemed por­tion of the Bond sur­ren­dered shall be is­sued to the Reg­is­tered Owner thereof. No fur­ther in­ter­est pay­ment on the Bonds or por­tions of Bonds called for redemption shall ac­crue af­ter the date fixed for redemption, whether pre­sented for redemption, pro­vided funds are on hand with the Pay­ing Agent to re­deem the same.

If less than all of the Bonds of any ma­tu­rity shall be called for redemption prior to ma­tu­rity un­less oth­er­wise pro­vided, the par­tic­u­lar Bonds or por­tions of Bonds to be redeemed shall be se­lected by the Pay­ing Agent, in such man­ner as the Pay­ing Agent in its dis­cre­tion may deem proper, in the prin­ci­pal amounts des­ig­nated by the Is­suer. Upon pre­sen­ta­tion and sur­ren­der of such Bonds at the cor­po­rate trust of­fice of the Pay­ing Agent, such Bonds shall be paid and redeemed.

IN­TER­EST RATE AND BID­DING DE­TAILS: The Bonds shall bear in­ter­est at a rate or rates not ex­ceed­ing four per­cent (4%) per an­num, to be fixed by the bids there­for, ex­pressed in mul­ti­ples of 1/8 or 1/100 of 1%, or both. The in­ter­est on any one Bond shall be at one rate only. All Bonds ma­tur­ing in any one year must carry the same in­ter­est rate. The dif­fer­ence be­tween the high­est and low­est in­ter­est rates bid shall not ex­ceed three per­cent (3%) per an­num. No pro­posal for the pur­chase of less than all of the Bonds or at a price less than 99.5% or greater than 105% of the par value, or at a price which will cause the net in­ter­est cost on the Bonds to ex­ceed four per­cent (4%) per an­num, will be con­sid­ered. The in­ter­est rate borne by bonds ma­tur­ing in any year shall not be less than the in­ter­est rate borne by Bonds ma­tur­ing in the pre­ced­ing year.

PUR­POSE AND SE­CU­RITY: The Bonds were au­tho­rized at an elec­tion on Novem­ber 7, 2017, for the pur­pose of re­mod­el­ing, equip­ping and re-equip­ping and fur­nish­ing and re­fur­nish­ing school build­ings; ac­quir­ing, in­stalling, equip­ping or re-equip­ping school build­ings for in­struc­tional tech­nol­ogy; and devel­op­ing, im­prov­ing and equip­ping sites. The Bonds will pledge the full faith, credit and re­sources of the Is­suer for pay­ment of the prin­ci­pal and in­ter­est thereon, and will be payable from ad val­orem taxes, which may be levied with­out lim­i­ta­tion as to rate or amount as pro­vided by Ar­ti­cle IX, Sec­tion 6, and Ar­ti­cle IX, Sec­tion 16, of the Michi­gan Con­sti­tu­tion of 1963.

STATE QUAL­I­FI­CA­TION: The Bonds are ex­pected to be fully qual­i­fied pur­suant to Act 92, Pub­lic Acts of Michi­gan, 2005, as amended, en­acted pur­suant to Ar­ti­cle IX, Sec­tion 16, of the Michi­gan Con­sti­tu­tion of 1963. Un­der the terms of said con­sti­tu­tional and statu­tory pro­vi­sions, if for any rea­son the Is­suer will be or is un­able to pay the prin­ci­pal and in­ter­est on the Bonds when due, then the Is­suer shall bor­row, and the State of Michi­gan shall lend to it, an amount suf­fi­cient to en­able the Is­suer to make the pay­ment.

GOOD FAITH: A cer­ti­fied or cashier’s check in the amount of $72,500 may be sub­mit­ted con­tem­po­ra­ne­ously with the bid or, in the al­ter­na­tive, a de­posit in the amount of $72,500 shall be made by the winning bid­der by fed­eral wire trans­fer as di­rected by PFM Fi­nan­cial Ad­vi­sors LLC, to be re­ceived by the Is­suer not later than noon, pre­vail­ing East­ern Time, on the next busi­ness day fol­low­ing the award as a guar­an­tee of good faith on the part of the bid­der to be for­feited as liq­ui­dated dam­ages if such bid be ac­cepted and the bid­der fails to take up and pay for the Bonds. Any award made to the low bid­der is con­di­tional upon re­ceipt of the good faith de­posit. The good faith de­posit will be ap­plied to the pur­chase price of the Bonds. In the event the Pur­chaser fails to honor its ac­cepted bid, the good faith de­posit will be re­tained by the Is­suer. No in­ter­est shall be al­lowed on the good faith de­posit. Pay­ment for the bal­ance of the pur­chase price of the Bonds shall be made at the closing. Good faith checks of un­suc­cess­ful bid­ders will be re­turned via U.S. Mail.

AWARD OF BONDS: The Bonds will be awarded to the bid­der whose bid pro­duces the low­est true in­ter­est cost which is the rate that will dis­count all fu­ture cash pay­ments so that the sum of the present value of all cash flows will equal the Bond pro­ceeds com­puted from Fe­bru­ary 7, 2018.

LE­GAL OPIN­ION: Bids shall be con­di­tioned upon the un­qual­i­fied ap­prov­ing opin­ion of Thrun Law Firm, P.C., East Lans­ing, Michi­gan, bond coun­sel, the orig­i­nal of which will be fur­nished with­out expense to the Pur­chaser of the Bonds at the de­liv­ery thereof. The fees of Thrun Law Firm, P.C. for ser­vices ren­dered in con­nec­tion with such ap­prov­ing opin­ion are ex­pected to be paid from Bond pro­ceeds. Ex­cept to the ex­tent nec­es­sary to is­sue its ap­prov­ing opin­ion as to the va­lid­ity of the above Bonds, Thrun Law Firm, P.C. has not been re­quested to ex­am­ine or re­view, and has not ex­am­ined or re­viewed, any fi­nan­cial doc­u­ments, state­ments or other ma­te­ri­als that have been or may be fur­nished in con­nec­tion with the au­tho­riza­tion, mar­ket­ing or is­suance of the Bonds and, there­fore, has not ex­pressed and will not ex­press an opin­ion with re­spect to the ac­cu­racy or com­plete­ness of any such fi­nan­cial doc­u­ments, state­ments or ma­te­ri­als.

TAX MAT­TERS: In the opin­ion of bond coun­sel, as­sum­ing con­tin­ued com­pli­ance by the Is­suer with cer­tain re­quire­ments of the In­ter­nal Rev­enue Code of 1986, as amended (the “Code”), in­ter­est on the Bonds is ex­cluded from gross in­come for fed­eral in­come tax pur­poses, as de­scribed in the opin­ion, and the Bonds and in­ter­est thereon are ex­empt from all tax­a­tion in the State of Michi­gan, ex­cept in­her­i­tance and es­tate taxes and taxes on gains re­al­ized from the sale, pay­ment or other dis­po­si­tion thereof. The Is­suer has des­ig­nated the Bonds as “QUAL­I­FIED TAX-EX­EMPT OBLI­GA­TIONS” within the mean­ing of the Code, and has covenanted to com­ply with those re­quire­ments of the Code nec­es­sary to con­tinue the ex­clu­sion of in­ter­est on the Bonds from gross in­come for fed­eral in­come tax con­tin­ued on next page

con­tin­ued from previous page pur­poses.

OF­FI­CIAL STATE­MENT: Upon the sale of the Bonds, the Is­suer will pub­lish an Of­fi­cial State­ment in sub­stan­tially the same form as the Pre­lim­i­nary Of­fi­cial State­ment, sub­ject to mi­nor ad­di­tions, dele­tions and re­vi­sions as re­quired to com­plete the Pre­lim­i­nary Of­fi­cial State­ment. Promptly af­ter the sales date, but in no event later than seven (7) busi­ness days af­ter such date, the Is­suer will pro­vide the suc­cess­ful bid­der with ei­ther a rea­son­able num­ber of fi­nal Of­fi­cial State­ments or a rea­son­ably avail­able elec­tronic ver­sion of the same. The Is­suer will de­ter­mine which for­mat will be pro­vided. Such fi­nal Of­fi­cial State­ments may be ob­tained with­out cost to the suc­cess­ful bid­der from the fi­nan­cial con­sul­tant as set forth herein. The suc­cess­ful bid­der agrees to sup­ply to the Is­suer all nec­es­sary pric­ing in­for­ma­tion and any un­der­writer iden­ti­fi­ca­tion nec­es­sary to com­plete the Of­fi­cial State­ment within 24 hours af­ter the award of Bonds. Ad­di­tional copies of the fi­nal Of­fi­cial State­ment may be ob­tained up to three months fol­low­ing the sale of the Bonds by a re­quest and pay­ment of costs to the fi­nan­cial con­sul­tant. The Is­suer agrees to pro­vide to the suc­cess­ful bid­der at closing a cer­tifi­cate ex­e­cuted by ap­pro­pri­ate of­fi­cers of the Is­suer act­ing in their of­fi­cial ca­pac­i­ties, to the ef­fect that as of the date of de­liv­ery the in­for­ma­tion con­tained in the Of­fi­cial State­ment, and any sup­ple­ment to the Of­fi­cial State­ment, re­lat­ing to the Is­suer and the Bonds are true and cor­rect in all ma­te­rial re­spects, and that the Of­fi­cial State­ment does not con­tain any un­true state­ment of a ma­te­rial fact or omit to state a ma­te­rial fact nec­es­sary to make the state­ments therein, in light of the cir­cum­stances un­der which they were made, not mis­lead­ing.

CON­TIN­U­ING DIS­CLO­SURE: As more par­tic­u­larly de­scribed in the Of­fi­cial State­ment, the Is­suer will agree in the bond res­o­lu­tion or sales res­o­lu­tion to pro­vide or cause to be pro­vided, in ac­cor­dance with the re­quire­ments of Rule 15c2-12 (the “Rule”) pro­mul­gated by the Se­cu­ri­ties and Ex­change Com­mis­sion, (i) on or prior to the end of the sixth month af­ter the end of the fis­cal year of the Is­suer, com­menc­ing with the fis­cal year ended June 30, 2018, cer­tain an­nual fi­nan­cial in­for­ma­tion and op­er­at­ing data, in­clud­ing au­dited fi­nan­cial state­ments for the pre­ced­ing fis­cal year, gen­er­ally con­sis­tent with the in­for­ma­tion con­tained or cross-ref­er­enced in the Of­fi­cial State­ment re­lat­ing to the Bonds, (ii) timely no­tice of the oc­cur­rence of cer­tain sig­nif­i­cant events with re­spect to the Bonds and (iii) timely no­tice of a fail­ure by the Is­suer to pro­vide the re­quired an­nual fi­nan­cial in­for­ma­tion on or be­fore the date spec­i­fied in (i) above.

CER­TIFI­CATE RE­GARD­ING “IS­SUE PRICE”: The suc­cess­ful bid­der must as­sist the Is­suer in estab­lish­ing the is­sue price of the Bonds and will be re­quired to fur­nish, at least ten (10) days prior to the de­liv­ery of the Bonds, a cer­tifi­cate in a form ac­cept­able to bond coun­sel as to the “is­sue price” of the Bonds within the mean­ing of Sec­tion 1273 of the In­ter­nal Rev­enue Code of 1986, as amended.

The cer­tifi­cate will set forth the rea­son­ably ex­pected ini­tial of­fer­ing price to the pub­lic or the sales price or prices of the Bonds, to­gether with the sup­port­ing pric­ing wires or equiv­a­lent com­mu­ni­ca­tions with such mod­i­fi­ca­tions as may be ap­pro­pri­ate or nec­es­sary in the sole judg­ment of bond coun­sel. The Is­suer 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:

(i) the Is­suer shall dis­sem­i­nate this No­tice of Sale to po­ten­tial un­der­writ­ers in a man­ner that is rea­son­ably de­signed to reach po­ten­tial un­der­writ­ers;

(ii) all bid­ders shall have an equal op­por­tu­nity to bid;

(iii) the Is­suer may re­ceive bids from at least three un­der­writ­ers of mu­nic­i­pal bonds who have estab­lished in­dus­try rep­u­ta­tions for un­der­writ­ing new is­suances of mu­nic­i­pal bonds; and

(iv) the Is­suer 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. Bids will not be sub­ject to can­cel­la­tion in the event that the com­pet­i­tive sale re­quire­ments are not sat­is­fied. Un­less the bid­der in­tends to hold the Bonds for its own ac­count with no in­ten­tion to of­fer the Bonds to the pub­lic, the bid­der, by sub­mit­ting a bid, rep­re­sents to the Is­suer that the bid­der has an estab­lished in­dus­try rep­u­ta­tion for un­der­writ­ing new is­suances of mu­nic­i­pal bonds.

In the event that the com­pet­i­tive sale re­quire­ments are not sat­is­fied, the Is­suer shall so ad­vise the winning bid­der. In that case, the winning bid­der shall have the op­tion to des­ig­nate whether the is­sue price will be cal­cu­lated upon ei­ther (a) the first price at which 10% of each ma­tu­rity of the Bonds (the “10% test”) is sold to the pub­lic as the is­sue price of that ma­tu­rity, ap­plied on a ma­tu­rity-by-ma­tu­rity ba­sis, or (b) a com­mit­ment to nei­ther of­fer nor sell any of the Bonds of any ma­tu­rity to any per­son at a price that is higher than the ini­tial of­fer­ing price ref­er­enced in the winning bid­der’s bid (the “ini­tial of­fer­ing price”) dur­ing the hold­ing pe­riod as de­fined herein.

If the 10% test is se­lected, the winning bid­der shall ad­vise the Is­suer if any ma­tu­rity of the Bonds sat­is­fies the 10% test as of the date and time of the award of the Bonds, and 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 the com­pet­i­tive sale re­quire­ments are not sat­is­fied and the 10% test is se­lected, then un­til the 10% test has been sat­is­fied as to each ma­tu­rity of the Bonds, the winning bid­der agrees to promptly re­port to the Is­suer 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 the 10% test has been sat­is­fied as to the Bonds of that ma­tu­rity or un­til all Bonds of that ma­tu­rity have been sold.

In the event the “hold-the-of­fer­ing-price” method is se­lected, for each ma­tu­rity of the Bonds the bid­der shall (a) nei­ther of­fer nor sell any of the Bonds of such ma­tu­rity to any per­son at a price that is higher than the ini­tial of­fer­ing price for such ma­tu­rity dur­ing the hold­ing pe­riod for such ma­tu­rity (the “hold-the-of­fer­ing-price rule”), and (b) ver­ify that any sell­ing group agree­ment shall con­tain the agree­ment of each dealer who is a mem­ber of the sell­ing group, and any re­tail dis­tri­bu­tion agree­ment shall con­tain the agree­ment of each bro­ker-dealer who is a party to the re­tail dis­tri­bu­tion agree­ment, to com­ply with the hold-the-of­fer­ing-price rule. Pur­suant to such agree­ment, no un­der­writer (as de­fined be­low) shall of­fer or sell any ma­tu­rity of the Bonds at a price that is higher than the re­spec­tive ini­tial of­fer­ing price for that ma­tu­rity of the Bonds dur­ing the hold­ing pe­riod.

By sub­mit­ting a bid, each bid­der con­firms that: (i) any agree­ment among un­der­writ­ers, any sell­ing group agree­ment and each re­tail 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 re­tail dis­tri­bu­tion agree­ment, as ap­pli­ca­ble, to ei­ther abide by the hold-the-of­fer­ing-price lim­i­ta­tions stated herein or to re­port the prices at which it sells to the pub­lic the un­sold Bonds of each ma­tu­rity al­lot­ted to it un­til it is no­ti­fied by the winning bid­der that the 10% test has been sat­is­fied as to the Bonds of that ma­tu­rity or all Bonds of that ma­tu­rity have been sold to the pub­lic, if and for so long as di­rected by the winning bid­der and as set forth in the re­lated pric­ing wires, de­pend­ing on whether the hold-the-of­fer­ing-price method or the 10% test is se­lected by the winning bid­der, and (ii) any agree­ment among un­der­writ­ers 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 that is a party to a re­tail 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 re­tail dis­tri­bu­tion agree­ment to ei­ther abide by the hold-the-of­fer­ing-price lim­i­ta­tions stated herein or to re­port the prices at which it sells to the pub­lic the un­sold Bonds of each ma­tu­rity al­lot­ted to it un­til it is no­ti­fied by the winning bid­der or such un­der­writer that the 10% test has been sat­is­fied as to the Bonds of that ma­tu­rity or all Bonds of that ma­tu­rity have been sold to the pub­lic, if and for so long as di­rected by the winning bid­der or such un­der­writer and as set forth in the re­lated pric­ing wires, de­pend­ing on whether the hold-the-of­fer­ing-price method or the 10% test is se­lected by the winning bid­der.

Sales of any Bonds to any per­son who is a re­lated party to an un­der­writer shall not con­sti­tute sales to the pub­lic for pur­poses of this No­tice of Sale. Fur­ther, for pur­poses of this sec­tion of the No­tice of Sale: (i) “pub­lic” means any per­son other than an un­der­writer or a re­lated party,

(ii) “un­der­writer” means (A) any per­son who agrees pur­suant to a writ­ten con­tract with the Is­suer (or with the lead un­der­writer to form an un­der­writ­ing syn­di­cate) to par­tic­i­pate in the ini­tial sale of the Bonds to the pub­lic and (B) any per­son who agrees pur­suant to a writ­ten con­tract di­rectly or in­di­rectly with a per­son de­scribed in clause (A) to par­tic­i­pate in the ini­tial sale of the Bonds to the pub­lic (in­clud­ing a mem­ber of a sell­ing group or a party to a re­tail dis­tri­bu­tion agree­ment par­tic­i­pat­ing in the ini­tial sale of the Bonds to the pub­lic),

(iii) a pur­chaser of any of the Bonds is a “re­lated party” to an un­der­writer if the un­der­writer and the pur­chaser are sub­ject, di­rectly or in­di­rectly, to (i) at least 50% common own­er­ship of the vot­ing power or the to­tal value of their stock, if both en­ti­ties are corporations (in­clud­ing direct own­er­ship by one cor­po­ra­tion of an­other), (ii) more than 50% common own­er­ship of their cap­i­tal in­ter­ests or profit in­ter­ests, if both en­ti­ties are part­ner­ships (in­clud­ing direct own­er­ship by one part­ner­ship of an­other), or (iii) more than 50% common own­er­ship of the value of the out­stand­ing stock of the cor­po­ra­tion or the cap­i­tal in­ter­ests or profit in­ter­ests of the part­ner­ship, as ap­pli­ca­ble, if one en­tity is a cor­po­ra­tion and the other en­tity is a part­ner­ship (in­clud­ing direct own­er­ship of the ap­pli­ca­ble stock or in­ter­ests by one en­tity of the other), and

(iv) “sale date” means the date that the Bonds are awarded by the Is­suer to the winning bid­der. (v) “hold­ing pe­riod” means, for each ma­tu­rity of the Bonds, the pe­riod start­ing on the Sale Date and end­ing on the ear­lier of (i) the close of the fifth busi­ness day af­ter the Sale Date, or (ii) the date on which the Un­der­writer has sold at least 10% of each ma­tu­rity to the Pub­lic at prices that are no higher than the ini­tial of­fer­ing price for such ma­tu­rity.

(vi) “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.

In addition, if the suc­cess­ful bid­der will ob­tain a mu­nic­i­pal bond in­sur­ance pol­icy or other credit en­hance­ment for the Bonds in con­nec­tion with their orig­i­nal is­suance, the suc­cess­ful bid­der will be re­quired, as a con­di­tion of de­liv­ery of the Bonds, to cer­tify whether the pre­mium there­for rep­re­sent­ing the trans­fer of credit risk will be less than the present value of the in­ter­est ex­pected to be saved as a re­sult of such in­sur­ance or other credit en­hance­ment. The form of an ac­cept­able cer­tifi­cate will be pro­vided by bond coun­sel.

CLOSING DOC­U­MENTS: Drafts of all closing doc­u­ments, in­clud­ing the form of Bond and bond coun­sel’s le­gal opin­ion, may be re­quested from Thrun Law Firm, P.C. Fi­nal closing doc­u­ments will be in sub­stan­tially the same form as the drafts pro­vided. Closing doc­u­ments will not be mod­i­fied at the re­quest of a bid­der, re­gard­less of whether the bid­der’s pro­posal is ac­cepted.

DE­LIV­ERY OF BONDS: The Is­suer will fur­nish Bonds ready for ex­e­cu­tion at its expense. Bonds will be de­liv­ered with­out expense to the Pur­chaser at a place to be mu­tu­ally agreed upon with the Pur­chaser. The usual closing doc­u­ments, in­clud­ing a cer­tifi­cate that no lit­i­ga­tion is pend­ing af­fect­ing the is­suance of the Bonds, will be de­liv­ered at the time of the de­liv­ery of the Bonds. If the Bonds are not ten­dered for de­liv­ery by twelve o’clock, noon, pre­vail­ing East­ern Time, on the 45th day fol­low­ing the date of sale, or the first busi­ness day there­after if the 45th day is not a busi­ness day, the suc­cess­ful bid­der may on that day, or any time there­after un­til de­liv­ery of the Bonds, with­draw the pro­posal by serv­ing no­tice of can­cel­la­tion in writ­ing, on the un­der­signed, in which event the Is­suer shall promptly re­turn the good faith de­posit. Ac­crued in­ter­est to the date of de­liv­ery of the Bonds shall be paid by the Pur­chaser at the time of de­liv­ery. Pay­ment for the Bonds shall be made in fed­eral re­serve funds. Un­less the Pur­chaser fur­nishes the Pay­ing Agent with a list giv­ing the de­nom­i­na­tions and names in which it wishes to have the cer­tifi­cates is­sued at least five (5) busi­ness days prior to de­liv­ery of the Bonds, the Bonds will be de­liv­ered in the form of a sin­gle cer­tifi­cate for each ma­tu­rity reg­is­tered in the name of the Pur­chaser, sub­ject to the pro­vi­sions of the “Op­tional DTC Book-En­try-Only” herein.

CUSIP NUM­BERS: If the Pur­chaser re­quires CUSIP num­bers on the Bonds, the Pur­chaser shall re­quest as­sign­ment of CUSIP num­bers for the Bonds and pro­vide the num­bers to PFM Fi­nan­cial Ad­vi­sors LLC and Thrun Law Firm, P.C., within forty-eight (48) hours of the bond sale. CUSIP num­bers will be im­printed on the Bonds at the expense of the Is­suer. An im­prop­erly im­printed num­ber or fail­ure to print CUSIP num­bers shall not con­sti­tute ba­sis for the Pur­chaser to refuse to ac­cept de­liv­ery of the Bonds. The Pur­chaser shall be re­spon­si­ble for the pay­ment of any charges for the as­sign­ment of num­bers. BID­DER CERTIFICATION - NOT “IRAN-LINKED BUSI­NESS”: By sub­mit­ting a bid, the bid­der shall be deemed to have cer­ti­fied that it is not an “Iran-Linked Busi­ness” as de­fined in Act 517, Pub­lic Acts of Michi­gan, 2012; MCL 129.311, et seq. FUR­THER IN­FOR­MA­TION may be ob­tained from PFM Fi­nan­cial Ad­vi­sors LLC, 555 Bri­ar­wood Cir­cle, Suite 333, Ann Ar­bor, Michi­gan 48108, tele­phone: (734) 994-9700. THE RIGHT IS RE­SERVED TO RE­JECT ANY OR ALL BIDS. EN­VELOPES con­tain­ing the bids should be plainly marked “Pro­posal for Mu­nis­ing Pub­lic Schools 2018 School Build­ing and Site Bonds.”

Alma Oat­ley Sec­re­tary, Board of Education

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