OF­FI­CIAL NO­TICE OF SALE

The Bond Buyer - - Competitive Sales Notices - An­gela Ben­nett, Fi­nance Di­rec­tor City of Lans­ing, Michi­gan

$6,440,000* *(Sub­ject to ad­just­ment as de­scribed be­low) CITY OF LANS­ING Coun­ties of Ing­ham and Ea­ton, State of Michi­gan GEN­ERAL OBLI­GA­TION RE­FUND­ING BONDS (LIM­ITED TAX), SE­RIES 2018

BID OPEN­ING: Bids for the pur­chase of the above bonds (the “Bonds”) will be pub­licly opened and read by an agent of the City of Lans­ing on Wed­nes­day, Septem­ber 12, 2018 at 1:30 p.m. Eastern Time.

SEALED BIDS for the pur­chase of the Bonds will be re­ceived at the of­fice of the Mu­nic­i­pal Ad­vi­sory Coun­cil of Michi­gan, Buhl Build­ing - 535 Gris­wold, Suite 1850, Detroit, Michi­gan 48226 or at the Fi­nance De­part­ment lo­cated on the 8th floor of the Lans­ing City Hall, 124 W. Michi­gan Ave., Lans­ing, Michi­gan 48933.

FAXED BIDS, signed by the bid­der, may be sub­mit­ted by mem­bers of the Mu­nic­i­pal Ad­vi­sory Coun­cil of Michi­gan to MAC at fax num­ber (313) 963-0943 or by any bid­der to the City at fax (517) 483-4524, At­ten­tion: Fi­nance Di­rec­tor; pro­vided that faxed bids must ar­rive be­fore the time of sale and the bid­der bears all risks of trans­mis­sion fail­ure.

ELEC­TRONIC BIDS: Elec­tronic bids will be re­ceived by Bid­comp/Par­ity as agent of the un­der­signed. Fur­ther in­for­ma­tion about Bid­comp/Par­ity, in­clud­ing any fee charged, may be ob­tained from Bid­comp/Par­ity, An­thony Ley­den or Client Ser­vices, 1359 Broad­way, Sec­ond Floor, New York, New York 10018, (212) 849-5021. If any pro­vi­sion of this Of­fi­cial No­tice of Sale shall con­flict with in­for­ma­tion pro­vided by Bid­comp/Par­ity, as the ap­proved provider of elec­tronic bid­ding ser­vices, this Of­fi­cial No­tice of Sale shall control. No change of the dated date will be al­lowed for the com­pu­ta­tion of the win­ning bid.

Bid­ders may choose any means or lo­ca­tion to present bids but a bid­der may not present a bid by more than one means or at more than one lo­ca­tion. The City will award or re­ject bids on the date of the bid open­ing.

BOND DE­TAILS: The Bonds will be regis­tered bonds of the de­nom­i­na­tion of $5,000 or in­te­gral mul­ti­ples thereof up to the prin­ci­pal amount of that ma­tu­rity, orig­i­nally dated as of the date of de­liv­ery thereof (cur­rently an­tic­i­pated to be Septem­ber 27, 2018), and will bear in­ter­est from their date payable on May 1, 2019, and semi­an­nu­ally there­after. The Bonds will ma­ture on May 1 of each year, as fol­lows:

AD­JUST­MENT OF TO­TAL PAR AMOUNT OF BONDS AND PRIN­CI­PAL MA­TU­RI­TIES: The ag­gre­gate prin­ci­pal amount of this is­sue as shown in this No­tice of Sale is be­lieved to be the amount nec­es­sary to pro­vide ad­e­quate funds to re­fund a prior is­sue of bonds and to pay trans­ac­tional costs. The City re­serves the right to in­crease or 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. The pur­chase price of the bonds will be ad­justed pro­por­tion­ately to the in­crease or de­crease in is­sue size, but the in­ter­est rates spec­i­fied by the suc­cess­ful bid­der for all ma­tu­ri­ties will not change. The suc­cess­ful bid­der may not with­draw its bid as a re­sult of any changes made within th­ese lim­its.

AD­JUST­MENT TO PUR­CHASE PRICE: Should any ad­just­ment to the ag­gre­gate prin­ci­pal amount of the Bonds be made by the City, the pur­chase price of the Bonds will be ad­justed by the City pro­por­tion­ally to the ad­just­ment in prin­ci­pal amount of the Bonds. The ad­justed pur­chase price will re­flect changes in the dol­lar amount of the un­der­writer’s dis­count and orig­i­nal is­sue dis­count/pre­mium, if any, but will not change the per-bond un­der­writer’s dis­count as cal­cu­lated from the bid and ini­tial re­of­fer­ing prices.

IN­TER­EST RATE AND BID­DING DE­TAILS: The Bonds shall bear in­ter­est at a rate or rates not ex­ceed­ing 5.00% 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 and all Bonds ma­tur­ing in any one year must carry the same in­ter­est rate. The dif­fer­ence be­tween the high­est and low­est in­ter­est rate on the Bonds shall not ex­ceed 2.00% per an­num. THE IN­TER­EST RATE BORNE BY BONDS MA­TUR­ING IN ANY ONE YEAR SHALL NOT BE LESS THAN THE IN­TER­EST RATE BORNE BY BONDS MA­TUR­ING IN THE RE­SPEC­TIVE PRE­CED­ING YEAR. No pro­posal for the pur­chase of less than all of the bonds or at a price less than 99% or more than 105% of their par value will be con­sid­ered. In sub­mit­ting a bid for the Bonds, the bid­der agrees to the rep­re­sen­ta­tion of the City by Miller, Can­field, Pad­dock and Stone, P.L.C. as bond coun­sel.

If no bid re­sults in present value debt ser­vice sav­ings ac­cept­able to the City, the City may re­ject all bids.

OP­TIONAL PRIOR RE­DEMP­TION: Bonds of this is­sue ma­tur­ing in the years 2019 to 2028, 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 2029 shall be sub­ject to re­demp­tion prior to ma­tu­rity, at the op­tion of the City, in such or­der of ma­tu­rity as the City shall de­ter­mine and within any ma­tu­rity by lot, on any date on or after May 1, 2028, at par and ac­crued in­ter­est to the date fixed for re­demp­tion.

TERM BOND OP­TION: Bid­ders shall have the op­tion of des­ig­nat­ing the Bonds as term bonds or se­rial bonds or both. The bid must des­ig­nate whether each of the prin­ci­pal amounts shown above rep­re­sent a se­rial ma­tu­rity or a manda­tory re­demp­tion re­quire­ment for a 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 1 hour of sale.

If the term bond op­tion is se­lected, then the prin­ci­pal amount of the term bonds of a ma­tu­rity to be re­deemed on the dates set forth above may be re­duced by the prin­ci­pal amount of the term bonds of the same ma­tu­rity which have been pre­vi­ously re­deemed or called for re­demp­tion (other than as a re­sult of a manda­tory re­demp­tion) or pur­chased or ac­quired by the City and de­liv­ered to the trans­fer agent. The City may sat­isfy manda­tory re­demp­tion re­quire­ments by the pur­chase and sur­ren­der of term bonds in lieu of the call­ing of such term bonds for re­demp­tion.

NO­TICE OF RE­DEMP­TION: No­tice of re­demp­tion of any bond or por­tion thereof shall be given by the trans­fer agent at least thirty (30) 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 trans­fer agent. No fur­ther in­ter­est on a bond or por­tion thereof called for re­demp­tion shall ac­crue after the date fixed for re­demp­tion, whether pre­sented for re­demp­tion or not, pro­vided funds are on hand with the trans­fer agent to re­deem the bond or por­tion thereof. In case less than the full amount of an out­stand­ing bond is called for re­demp­tion, the trans­fer agent, upon pre­sen­ta­tion of the bond called for re­demp­tion, shall reg­is­ter, au­then­ti­cate and de­liver to the regis­tered owner of record a new bond in the prin­ci­pal amount of the por­tion of the orig­i­nal bond not called for re­demp­tion.

AWARD OF BONDS - TRUE IN­TER­EST COST: The Bonds will be awarded to the bid­der whose bid pro­duces the low­est true in­ter­est cost de­ter­mined in the fol­low­ing man­ner: the low­est true in­ter­est cost will be the sin­gle in­ter­est rate (com­pounded on May 1, 2019 and semi-an­nu­ally there­after) nec­es­sary to dis­count the debt ser­vice pay­ments from their re­spec­tive pay­ment date to Septem­ber 27, 2018 in an amount equal to the price bid. Septem­ber 27, 2018 is the an­tic­i­pated date of de­liv­ery of the Bonds. In the event there is an elec­tion to ex­er­cise the Term Bond op­tion, true in­ter­est cost shall be cal­cu­lated by ap­ply­ing the in­ter­est rate of such Term Bonds to each manda­tory sink­ing fund re­demp­tion for such Term Bonds.

BOOK-EN­TRY-ONLY OP­TION: At the op­tion of the pur­chaser of the Bonds, the Bonds will be is­sued in book-en­try-only form as one fully regis­tered Bond per ma­tu­rity and will be regis­tered in the name of Cede & Co., as bond­holder and nom­i­nee for The De­pos­i­tory Trust Com­pany (“DTC”), New York, New York. If this op­tion is se­lected, then an au­tho­rized agent of DTC will act as se­cu­ri­ties de­pos­i­tory for the Bonds, pur­chase of the Bonds will be made in book-en­try only form, in the de­nom­i­na­tion of $5,000 or any in­te­gral mul­ti­ple of $5,000, and bond­hold­ers will not re­ceive cer­tifi­cates rep­re­sent­ing their in­ter­est in Bonds pur­chased. The book-en­try-only sys­tem is de­scribed fur­ther in the pre­lim­i­nary Of­fi­cial State­ment for the Bonds. It will be the re­spon­si­bil­ity of the pur­chaser to ob­tain DTC el­i­gi­bil­ity. Fail­ure of the pur­chaser to ob­tain DTC el­i­gi­bil­ity shall not con­sti­tute cause for a fail­ure or re­fusal by the pur­chaser to ac­cept de­liv­ery of and pay for the Bonds.

TRANS­FER AGENT AND REGIS­TRA­TION: Prin­ci­pal shall be payable at the des­ig­nated of­fice of U.S. Bank, Na­tional As­so­ci­a­tion, Detroit, Michi­gan, or such other trans­fer agent as the City may here­after des­ig­nate by no­tice mailed to the regis­tered owner of record not less than 60 days prior to any in­ter­est pay­ment date. As long as The De­pos­i­tory Trust Com­pany or its nom­i­nee, Cede & Co., is the bond­holder, pay­ments will be made di­rectly to DTC. Dis­burse­ment of such pay­ments to the DTC Par­tic­i­pants is the re­spon­si­bil­ity of DTC and dis­burse­ment of such pay­ments to the ben­e­fi­cial own­ers of the Bonds is the re­spon­si­bil­ity of the DTC Par­tic­i­pants and In­di­rect Par­tic­i­pants as de­scribed in the pre­lim­i­nary of­fi­cial state­ment for the Bonds. In­ter­est shall be paid by check or draft mailed to the regis­tered owner of record as shown on the regis­tra­tion books kept by the trans­fer agent as of the 15th day of the month prior to an in­ter­est pay­ment date. The Bonds will be trans­ferred only upon the regis­tra­tion books of the City kept by the trans­fer agent.

PUR­POSE AND SE­CU­RITY: The Bonds are is­sued pur­suant to Act 34, Pub­lic Acts of Michi­gan, 2001, as amended, and a res­o­lu­tion of the City Coun­cil for the pur­pose of cur­rent re­fund­ing debt of the City. The Bonds will pledge the lim­ited tax full faith and credit of the City for pay­ment of the prin­ci­pal and in­ter­est thereon, and will be payable as a first bud­get obli­ga­tion from the gen­eral fund of the City, and from ad val­orem taxes, which may be levied against all tax­able prop­erty in the City, sub­ject to ap­pli­ca­ble con­sti­tu­tional, statu­tory, and char­ter tax rate lim­i­ta­tions. The rights or reme­dies of bond­hold­ers may be af­fected by bank­ruptcy, in­sol­vency, fraud­u­lent con­veyance or other laws af­fect­ing cred­i­tors’ rights gen­er­ally, now ex­ist­ing or here­after en­acted, and by the ap­pli­ca­tion of gen­eral prin­ci­ples of eq­uity in­clud­ing those re­lat­ing to eq­ui­table sub­or­di­na­tion.

GOOD FAITH: A good faith de­posit in the form of a cer­ti­fied or cashier’s check drawn upon an in­cor­po­rated bank or trust com­pany, or wire trans­fer, in the amount of $64,400 payable to the or­der of the City Trea­surer, will be re­quired of the suc­cess­ful bid­der. THE SUC­CESS­FUL BID­DER IS RE­QUIRED TO SUB­MIT ITS GOOD FAITH DE­POSIT TO THE CITY AS IN­STRUCTED BY THE CITY OR THE MU­NIC­I­PAL AD­VI­SOR NOT LATER THAN NOON, EASTERN TIME, ON THE NEXT BUSI­NESS DAY FOL­LOW­ING THE SALE. 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 City. No in­ter­est shall be al­lowed on the good faith check. The good faith check of the suc­cess­ful bid­der will be cashed and pay­ment for the bal­ance of the pur­chase price of the Bonds shall be made at the clos­ing.

TAX MAT­TERS: In the opin­ion of Miller, Can­field, Pad­dock and Stone, P.L.C., bond coun­sel, un­der ex­ist­ing law, as­sum­ing com­pli­ance with cer­tain covenants and the is­sue price rules set forth be­low, in­ter­est on the Bonds is ex­clud­able from gross in­come for fed­eral in­come tax pur­poses as de­scribed in the opin­ion, and the Bonds and in­ter­est thereon are ex­empt from all tax­a­tion by the State of Michi­gan or by any tax­ing au­thor­ity within the State of Michi­gan ex­cept in­her­i­tance and es­tate taxes and taxes on gains re­al­ized from the sale, pay­ment or other dis­po­si­tion thereof.

NOT BANK QUAL­I­FIED: The Bonds have not been des­ig­nated as qual­i­fied tax ex­empt obli­ga­tions for pur­poses of de­duc­tion of in­ter­est ex­pense by fi­nan­cial in­sti­tu­tions pur­suant to the In­ter­nal Rev­enue Code.

IS­SUE PRICE: The win­ning bid­der will be re­quired to as­sist the City in es­tab­lish­ing the is­sue price of the Bonds and shall ex­e­cute and de­liver to the City 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 the sup­port­ing pric­ing wires or equiv­a­lent com­mu­ni­ca­tions, sub­stan­tially in the form at­tached ei­ther as Ap­pen­dix G or H of the pre­lim­i­nary Of­fi­cial State­ment, with such mod­i­fi­ca­tions as may be ap­pro­pri­ate or nec­es­sary, in the rea­son­able judg­ment of the win­ning bid­der, the City and Bond Coun­sel.

The City 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:

a. the City is dis­sem­i­nat­ing this No­tice of Sale to po­ten­tial un­der­writ­ers in a man­ner that is rea­son­ably de­signed to reach po­ten­tial un­der­writ­ers; b. all bid­ders shall have an equal op­por­tu­nity to bid; c. the City an­tic­i­pates re­ceiv­ing bids from at least three un­der­writ­ers of mu­nic­i­pal bonds who have es­tab­lished in­dus­try rep­u­ta­tions for un­der­writ­ing new is­suances of mu­nic­i­pal bonds; and

d. the City an­tic­i­pates award­ing the sale of the Bonds to the bid­der who sub­mits a firm of­fer to pur­chase the Bonds at the low­est true 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.

In the event that all of the Com­pet­i­tive Sale Re­quire­ments are not sat­is­fied, the City shall so ad­vise the win­ning bid­der. The City 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, though the win­ning bid­der, in con­sul­ta­tion with the City, may elect to ap­ply the “hold-the-of­fer­ing price rule” (as de­scribed be­low). Bids will not be sub­ject to can­cel­la­tion in the event the Com­pet­i­tive Sale Re­quire­ments are not sat­is­fied. Un­less a bid­der in­tends to ap­ply the “hold-the-of­fer­ing price rule” (as de­scribed be­low), bid­ders should pre­pare their bids on the as­sump­tion that all of the ma­tu­ri­ties of the Bonds will be sub­ject to the 10% Test (as de­scribed be­low). The win­ning bid­der must no­tify the City of its in­ten­tion to ap­ply ei­ther the “hold-the-price rule” or the 10% Test at or prior to the time the Bonds are awarded.

If the win­ning bid­der does not re­quest that the “hold-the-of­fer­ing price rule” ap­ply to de­ter­mine the is­sue price of the Bonds, the fol­low­ing two para­graphs shall ap­ply:

a. The City 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 ma­tu­rity-by-ma­tu­rity ba­sis. The win­ning bid­der shall ad­vise the City if any ma­tu­rity of the Bonds sat­is­fies the 10% Test as of the date and time of the award of the Bonds; and

b. Un­til the 10% Test has been sat­is­fied as to each ma­tu­rity of the Bonds, the win­ning bid­der agrees to promptly re­port to the City 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.

If the win­ning bid­der does re­quest that the “hold-the-of­fer­ing price rule” ap­ply to de­ter­mine the is­sue price of the Bonds, then fol­low­ing three para­graphs shall ap­ply:

a. The win­ning bid­der, in con­sul­ta­tion with the City, may de­ter­mine to treat (i) pur­suant to the 10% Test, the first price at which 10% of a ma­tu­rity of the Bonds is sold to the pub­lic as the is­sue price of that ma­tu­rity and/or (ii) 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 (the “hold-the-of­fer­ing price rule”), in each case ap­plied on a ma­tu­rity-by-ma­tu­rity ba­sis. The win­ning bid­der shall ad­vise the City if any ma­tu­rity of the Bonds sat­is­fies the 10% Test as of the date and time of the award of the Bonds. The win­ning bid­der shall promptly ad­vise the City, at or be­fore the time of award of the Bonds, which ma­tu­ri­ties of the Bonds shall be sub­ject to the 10% Test or shall be sub­ject to the hold-the-of­fer­ing price rule or both.

b. By sub­mit­ting a bid, the win­ning bid­der shall (i) con­firm that the un­der­writ­ers have of­fered or will of­fer the Bonds to the pub­lic on or be­fore the date of the award at the of­fer­ing price or prices (the “ini­tial of­fer­ing price”), or at the cor­re­spond­ing yield or yields, set forth in the bid sub­mit­ted by the win­ning bid­der, and (ii) if the hold-the-of­fer­ing-price rule ap­plies, agree, on be­half of the un­der­writ­ers par­tic­i­pat­ing in the pur­chase of the Bonds, that the un­der­writ­ers will nei­ther of­fer nor sell un­sold Bonds of any ma­tu­rity to which the hold-the-of­fer­ing-price rule shall ap­ply to any per­son at a price that is higher than the ini­tial of­fer­ing price to the pub­lic dur­ing the pe­riod start­ing on the sale date and end­ing on the ear­lier of the fol­low­ing: a. the close of the fifth (5th) busi­ness day after the sale date; or b. the date on which the un­der­writ­ers have sold at least 10% of that ma­tu­rity of the Bonds to the pub­lic at a price that is no higher than the ini­tial of­fer­ing price to the pub­lic;

The win­ning bid­der shall promptly ad­vise the City when the un­der­writ­ers have sold 10% of that ma­tu­rity of the Bonds to the pub­lic at a price that is no higher than the ini­tial of­fer­ing price to the pub­lic, if that oc­curs prior to the close of the fifth (5th) busi­ness day after the sale date.

c. The City ac­knowl­edges that, in mak­ing the rep­re­sen­ta­tion set forth above, the win­ning bid­der will rely on (i) the agree­ment of each un­der­writer to com­ply with the hold-the-of­fer­ing-price rule, as set forth in an agree­ment among un­der­writ­ers and the re­lated pric­ing wires, (ii) in the event a sell­ing group has been cre­ated in con­nec­tion with the ini­tial sale of the Bonds to the pub­lic, the agree­ment of each dealer who is a mem­ber of the sell­ing group to com­ply with the hold-the-of­fer­ing-price rule, as set forth in a sell­ing group agree­ment and the re­lated pric­ing wires, and (iii) in the event that an un­der­writer is a party to a re­tail dis­tri­bu­tion agree­ment that was em­ployed in con­nec­tion with the ini­tial sale of the Bonds to the pub­lic, the agree­ment of each bro­ker-dealer that is a party to such agree­ment to com­ply with the hold-the-of­fer­ing-price rule, as set forth in the re­tail dis­tri­bu­tion agree­ment and the re­lated pric­ing wires. The City fur­ther ac­knowl­edges that each un­der­writer shall be solely li­able for its fail­ure to com­ply with its agree­ment re­gard­ing the hold-the-of­fer­ing-price rule and that no un­der­writer shall be li­able for the fail­ure of any other un­der­writer, or of any dealer who is a mem­ber of a sell­ing group, or of any bro­ker-dealer that is a party to a re­tail dis­tri­bu­tion agree­ment to com­ply with its cor­re­spond­ing agree­ment re­gard­ing the hold-the-of­fer­ing-price rule as ap­pli­ca­ble to the Bonds.

By sub­mit­ting a bid, each bid­der con­firms that: a. 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 (i) 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 ei­ther 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 and (ii) com­ply with the hold-the-of­fer­ing-price rule, if ap­pli­ca­ble, in each case if and for so long as di­rected by the win­ning bid­der and as set forth in the re­lated pric­ing wires; and

b. 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, as ap­pli­ca­ble, to (i) 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 ei­ther 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 and (ii) com­ply with the hold-the-of­fer­ing-price rule, if ap­pli­ca­ble, in each case if and for so long as di­rected by the win­ning bid­der or such un­der­writer and as set forth in the re­lated pric­ing wires.

Sales of any Bonds to any per­son that is a re­lated party to an un­der­writer shall not con­sti­tute sales to the pub­lic for pur­poses of es­tab­lish­ing is­sue price. Fur­ther, for pur­poses of this No­tice of Sale: a. “pub­lic” means any per­son other than an un­der­writer or a re­lated party, b. “un­der­writer” means (A) any per­son that agrees pur­suant to a writ­ten con­tract with the City (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 that 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);

c. 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 prof­its 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 d. “sale date” means the date that the Bonds are awarded by the City to the win­ning bid­der. LE­GAL OPIN­ION: Bids shall be con­di­tioned upon the ap­prov­ing opin­ion of Miller, Can­field, Pad­dock and Stone, P.L.C., at­tor­neys of Lans­ing and Detroit, Michi­gan. The opin­ion will be fur­nished with­out ex­pense to the pur­chaser of the Bonds at the de­liv­ery thereof. The fees of Miller, Can­field, Pad­dock and Stone, P.L.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 Bonds, Miller, Can­field, Pad­dock and Stone, P.L.C. has not been re­quested to ex­am­ine or re­view and has not ex­am­ined or re­viewed any fi­nan­cial doc­u­ments, state­ments or ma­te­ri­als that have been or may be fur­nished in con­nec­tion with the au­tho­riza­tion, is­suance or mar­ket­ing of the Bonds, and ac­cord­ingly will not ex­press any opin­ion with re­spect to the ac­cu­racy or com­plete­ness of any such fi­nan­cial doc­u­ments, state­ments or ma­te­ri­als.

DE­LIV­ERY OF BONDS: The City will fur­nish ex­e­cuted Bonds to be de­liv­ered at its ex­pense to an au­tho­rized agent of DTC or such other place to be agreed upon. 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 de­liv­ery of the Bonds. If the Bonds are not ten­dered for de­liv­ery by twelve o’clock noon, 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 its pro­posal by serv­ing no­tice of can­cel­la­tion, in writ­ing, on the un­der­signed in which event the City shall promptly re­turn the good faith de­posit. Pay­ment for the Bonds shall be made in im­me­di­ately avail­able funds.

BOND INSURANCE AT PUR­CHASER’S OP­TION: If the Bonds qual­ify for is­suance of any pol­icy of mu­nic­i­pal bond insurance or com­mit­ment there­for at the op­tion of the bid­der/pur­chaser, the pur­chase of any such insurance pol­icy or the is­suance of any such com­mit­ment shall be at the op­tion and ex­pense of the pur­chaser of the Bonds. Any in­creased costs of is­suance of the Bonds re­sult­ing from such pur­chase of insurance shall be paid by the pur­chaser, ex­cept that, if the City has re­quested and re­ceived a rat­ing on the Bonds from a rat­ing agency, the City will pay for the re­quested rat­ing. Any other rat­ing agency fees shall be the re­spon­si­bil­ity of the pur­chaser of the insurance. FAIL­URE OF THE MU­NIC­I­PAL BOND IN­SURER TO IS­SUE THE POL­ICY AFTER THE BONDS HAVE BEEN AWARDED TO THE PUR­CHASER SHALL NOT CON­STI­TUTE CAUSE FOR FAIL­URE OR RE­FUSAL BY THE PUR­CHASER TO AC­CEPT DE­LIV­ERY OF THE BONDS FROM THE CITY.

CUSIP NUM­BERS: It is an­tic­i­pated that CUSIP num­bers will be printed on the Bonds, but nei­ther the fail­ure to print CUSIP num­bers nor any im­prop­erly printed CUSIP num­bers shall be cause for the pur­chaser of the Bonds to refuse to take de­liv­ery of and pay for the Bonds. Ap­pli­ca­tion for CUSIP num­bers will be made by PFM Fi­nan­cial Ad­vi­sors LLC, mu­nic­i­pal ad­vi­sor to the City. The CUSIP Ser­vice Bureau’s charge for the as­sign­ment of CUSIP iden­ti­fi­ca­tion num­bers shall be paid by the pur­chaser of the Bonds.

OF­FI­CIAL STATE­MENT: A pre­lim­i­nary Of­fi­cial State­ment that the City deems to be fi­nal as of its date, ex­cept for the omis­sion of in­for­ma­tion per­mit­ted to be omit­ted by Rule 15c2-12 of the Se­cu­ri­ties and Ex­change Commission, has been pre­pared and may be ob­tained from PFM Fi­nan­cial Ad­vi­sors LLC, mu­nic­i­pal ad­vi­sor to the City, at the ad­dress and tele­phone listed un­der MU­NIC­I­PAL AD­VI­SOR be­low. PFM Fi­nan­cial Ad­vi­sors LLC will pro­vide the win­ning bid­der with a fi­nal Of­fi­cial State­ments in elec­tric only for­mat at no cost to the pur­chaser within 7 busi­ness days from the date of sale to per­mit the pur­chaser to com­ply with Se­cu­ri­ties and Ex­change Commission Rule 15c2-12.

CON­TIN­U­ING DIS­CLO­SURE: As de­scribed more fully in the Of­fi­cial State­ment, the City will ex­e­cute and de­liver prior to de­liv­ery of the Bonds a writ­ten con­tin­u­ing dis­clo­sure un­der­tak­ing in or­der to en­able the un­der­writ­ers of the Bonds to com­ply with the re­quire­ments of Rule 15c2-12 pro­mul­gated by the Se­cu­ri­ties and Ex­change Commission.

MU­NIC­I­PAL AD­VI­SOR: Fur­ther in­for­ma­tion re­lat­ing to the Bonds may be ob­tained from PFM Fi­nan­cial Ad­vi­sors LLC, 555 Bri­ar­wood Cir­cle, Suite 333, Ann Ar­bor, Michi­gan 48108. Tele­phone (734) 994-9700, Fax (734) 994-9710.

In sub­mit­ting a bid for the Bonds, the bid­der rep­re­sents that it is not an “Iran linked busi­ness” within the mean­ing of the Iran Eco­nomic Sanc­tions Act, Act 517 of the Pub­lic Acts of Michi­gan of 2012.

THE RIGHT IS RE­SERVED TO RE­JECT ANY OR ALL BIDS.

EN­VELOPES con­tain­ing the bids should be plainly marked “Pro­posal for Re­fund­ing Bonds.”

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