OF­FI­CIAL NO­TICE OF SALE $12,960,000* CITY OF GROSSE POINTE COUNTY OF WAYNE STATE OF MICHI­GAN 2018 Un­lim­ited Tax Gen­eral Obli­ga­tion Bonds

The Bond Buyer - - Competitive Sales Notices - Julie E. Arthurs City Clerk City of Grosse Pointe

*Sub­ject to ad­just­ment as set forth in this No­tice of Sale

SEALED BIDS for the pur­chase of the above bonds will be re­ceived at the of­fice of Bendzin­ski & Co., 615 Gris­wold, Suite 1225, Detroit MI 48226, on Mon­day, Novem­ber 19, 2018 un­til 2:00 p.m., pre­vail­ing Eastern Time, at which time and place said bids will be pub­licly opened and read. The award or re­jec­tion of the bids will oc­cur on that date.

FAXED BIDS: Signed bids may be sub­mit­ted by fax to the of­fices of Bendzin­ski & Co. Mu­nic­i­pal Fi­nance Ad­vi­sors at (313) 961- 8220, pro­vided that faxed bids must ar­rive be­fore the time of sale and the bid­der bears all risks of trans­mis­sion fail­ure and the GOOD FAITH DE­POSIT MUST BE MADE AND RE­CEIVED as de­scribed in the Sec­tion “GOOD FAITH” be­low.

ELEC­TRONIC BIDS: Elec­tronic bids will also be re­ceived on the same date and un­til the same time 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 10010, (212) 849-5021. IF ANY PRO­VI­SION OF THIS NO­TICE OF SALE SHALL CON­FLICT WITH IN­FOR­MA­TION PRO­VIDED BY BID­COMP/PAR­ITY, AS THE AP­PROVED PROVIDER OF ELEC­TRONIC BID­DING SER­VICES, THIS NO­TICE SHALL CON­TROL.

Bid­ders may choose any means or lo­ca­tion to present bids but a bid­der may not present a bid in more than one lo­ca­tion or by more than one means.

BOND DE­TAILS: The bonds will be regis­tered bonds of the de­nom­i­na­tion of $5,000 or mul­ti­ples thereof not ex­ceed­ing for each ma­tu­rity the max­i­mum prin­ci­pal amount of that ma­tu­rity, orig­i­nally dated as of the date of ini­tial de­liv­ery, num­bered in or­der of reg­is­tra­tion, and will bear in­ter­est first payable on Oc­to­ber 1, 2019 and semi­an­nu­ally there­after.

The bonds will ma­ture on the 1st day of Oc­to­ber of the years, as fol­lows:

*AD­JUST­MENT OF TO­TAL PAR AMOUNT OF BONDS AND PRIN­CI­PAL MA­TU­RI­TIES: The City re­serves the right to de­crease the ag­gre­gate prin­ci­pal amount of the bonds af­ter re­ceipt of the bids and prior to fi­nal award, if nec­es­sary, so that the pur­chase price of the bonds will pro­vide an amount de­ter­mined by the City to be suf­fi­cient to con­struct the project and to pay costs of is­suance of the bonds. The ad­just­ments, if nec­es­sary, will be in in­cre­ments of $5,000. The pur­chase price 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.

PRIOR RE­DEMP­TION OF BONDS: Bonds ma­tur­ing in the years 2021 to 2028 in­clu­sive, shall not be sub­ject to re­demp­tion prior to ma­tu­rity. Bonds or por­tions of bonds in mul­ti­ples of $5,000 ma­tur­ing in the year 2029 and there­after shall be sub­ject to re­demp­tion prior to ma­tu­rity, at the op­tion of the City, in any or­der of ma­tu­rity and by lot within any ma­tu­rity, on any date on or af­ter Oc­to­ber 1, 2028, at par and ac­crued in­ter­est to the date fixed for re­demp­tion.

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.

No­tice of re­demp­tion shall be given to the regis­tered owner of any bond or por­tion thereof called for re­demp­tion by mail­ing of such no­tice not less than thirty (30) days prior to the date fixed for re­demp­tion to the regis­tered ad­dress of the regis­tered owner of record. A bond or por­tion thereof so called for re­demp­tion shall not bear in­ter­est af­ter the date fixed for re­demp­tion pro­vided funds are on hand with the trans­fer agent to redeem said bond or por­tion thereof.

TERM BOND OP­TION: The ini­tial pur­chaser of the bonds may des­ig­nate any one or more ma­tu­ri­ties from Oc­to­ber 1, 2021 through the fi­nal ma­tu­rity as term bonds and the con­sec­u­tive ma­tu­ri­ties on or af­ter the year 2021 which shall be ag­gre­gated in the term bonds. The amounts of the ma­tu­ri­ties which are ag­gre­gated in a des­ig­nated term bond shall be sub­ject to manda­tory re­demp­tion on Oc­to­ber 1 of the years and in the amounts set forth in the above ma­tu­rity sched­ule at a re­demp­tion price of par, plus ac­crued in­ter­est to the date of manda­tory re­demp­tion. Term bonds or por­tions thereof manda­to­rily re­deemed shall be se­lected by lot. Any such des­ig­na­tion must be made at the time bids are sub­mit­ted and must be listed on the bid.

IN­TER­EST RATE AND BID­DING DE­TAILS: The bonds shall bear in­ter­est at a rate or rates not ex­ceed­ing six per­cent (6%) per an­num, to be fixed by the bids there­for, ex­pressed in any mul­ti­ples. 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 rates bid shall not ex­ceed two per­cent (2%) per an­num. No pro­posal for the pur­chase of less than all of the bonds or at a price less than 99.5% of their par value will be con­sid­ered.

BOOK-EN­TRY-ONLY: 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. 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 mul­ti­ple thereof. Pur­chasers will not re­ceive cer­tifi­cates rep­re­sent­ing their in­ter­est in bonds pur­chased. 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 prin­ci­pal cor­po­rate trust of­fice of The Hunt­ing­ton Na­tional Bank, Grand Rapids, 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 an in­ter­est pay­ment date. In­ter­est shall be paid by check mailed to the regis­tered owner of record as shown on the reg­is­tra­tion books of the City as of the 15th day pre­ced­ing the 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 were au­tho­rized at an elec­tion held on Au­gust 8, 2017 for the pur­pose of pay­ing the cost of ac­quir­ing, con­struct­ing, re­con­struct­ing, fur­nish­ing and equip­ping a pub­lic safety build­ing to house the po­lice and fire de­part­ments and a pub­lic ser­vices build­ing, and for re­pairs and ren­o­va­tion of the ex­ist­ing pub­lic safety build­ing for mu­nic­i­pal court of­fices and other City pur­poses, in­clud­ing all nec­es­sary de­mo­li­tion, site ac­qui­si­tion, site im­prove­ments and re­lated in­fra­struc­ture im­prove­ments. The bonds will pledge the un­lim­ited tax full faith and credit of the City 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. 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 $129,600 (1% of the par amount) payable to the or­der of the City Trea­surer of the City 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 not later than Noon, pre­vail­ing 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.

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 Oc­to­ber 1, 2019 and semi-an­nu­ally there­after) nec­es­sary to dis­count the debt ser­vice pay­ments from their re­spec­tive pay­ment date to De­cem­ber 6, 2018, in an amount equal to the price bid, ex­clud­ing ac­crued in­ter­est. Each bid­der shall state in its bid the true in­ter­est cost to the City, com­puted in the man­ner spec­i­fied above.

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 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.

IS­SUE PRICE: The win­ning bid­der shall 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 I-1 or Ap­pen­dix I-2 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-of­fer­ing 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 the 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 this No­tice of Sale. 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) more than 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. NOT QUAL­I­FIED TAX-EX­EMPT OBLI­GA­TIONS: The City has not des­ig­nated the bonds as “Qual­i­fied Tax-Ex­empt Obli­ga­tions” for pur­poses of the de­duc­tion of in­ter­est ex­pense by fi­nan­cial in­sti­tu­tions pur­suant to the Code.

LE­GAL OPIN­ION: Bids shall be con­di­tioned upon the ap­prov­ing opin­ion of Miller, Canfield, Pad­dock and Stone, P.L.C., at­tor­neys of Detroit, Michi­gan, a copy of which 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 va­lid­ity of the above 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. 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.

DE­LIV­ERY OF BONDS: The City will fur­nish bonds ready for ex­e­cu­tion at its ex­pense. Bonds will be de­liv­ered with­out ex­pense to the pur­chaser through DTC in New York, New York, 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, pre­vail­ing Eastern Time, on the 45th day fol­low­ing the date of sale, or the first busi­ness day there­after if said 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 Fed­eral Re­serve Funds.

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 to refuse to take de­liv­ery of and pay the pur­chase price for the Bonds. Ap­pli­ca­tion for CUSIP num­bers will be made by Bendzin­ski & Co. Mu­nic­i­pal Fi­nance Ad­vi­sors, regis­tered mu­nic­i­pal ad­vi­sor to the City. The CUSIP Ser­vice Bureau’s charge for the as­sign­ment of CUSIP iden­ti­fi­ca­tion num­bers shall be paid by the pur­chaser.

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 Bendzin­ski & Co. Mu­nic­i­pal Fi­nance Ad­vi­sors, fi­nan­cial ad­vi­sors to the City, at the ad­dress and tele­phone listed un­der REGIS­TERED MU­NIC­I­PAL AD­VI­SORS be­low. Bendzin­ski & Co. Mu­nic­i­pal Fi­nance Ad­vi­sors will pro­vide the win­ning bid­der with 50 fi­nal Of­fi­cial State­ments within 7 busi­ness days from the date of sale to per­mit the pur­chaser to com­ply with Se­cu­ri­ties and Ex­change Com­mis­sion Rule 15c2-12. Ad­di­tional copies of the Of­fi­cial State­ment will be sup­plied by Bendzin­ski & Co. Mu­nic­i­pal Fi­nance Ad­vi­sors, upon re­quest and agree­ment by the pur­chaser to Bendzin­ski & Co. Mu­nic­i­pal Fi­nance Ad­vi­sors, within 24 hours of the time of sale.

CON­TIN­U­ING DIS­CLO­SURE: As de­scribed more fully in the Of­fi­cial State­ment, the City has agreed to pro­vide or cause to be pro­vided, in ac­cor­dance with the re­quire­ments of Rule 15c2-12 pro­mul­gated by the Se­cu­ri­ties and Ex­change Com­mis­sion, on or prior to the sixth month af­ter the end of each fis­cal year com­menc­ing with the fis­cal year ended June 30, 2018, (i) 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 ma­te­rial events with re­spect to the bonds and (iii) timely no­tice of a fail­ure by the City to pro­vide the re­quired an­nual fi­nan­cial in­for­ma­tion on or be­fore the date spec­i­fied in (i) above.

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 Michi­gan Pub­lic Acts of 2012, be­ing MCL 129.311 et. seq.

REGIS­TERED MU­NIC­I­PAL AD­VI­SORS: Bendzin­ski & Co. Mu­nic­i­pal Fi­nance Ad­vi­sors, Detroit, MI (the “Mu­nic­i­pal Ad­vi­sor”) is a Regis­tered Mu­nic­i­pal Ad­vi­sor in ac­cor­dance with the rules of the Mu­nic­i­pal Se­cu­ri­ties Rule­mak­ing Board (“MSRB”). The Mu­nic­i­pal Ad­vi­sor has been re­tained by the City to pro­vide cer­tain fi­nan­cial ad­vi­sory ser­vices re­lat­ing to the plan­ning, struc­tur­ing and is­suance of the Bonds. The Mu­nic­i­pal Ad­vi­sor is not en­gaged in the busi­ness of un­der­writ­ing, trad­ing, mar­ket­ing or the dis­tri­bu­tion of se­cu­ri­ties or any other ne­go­tiable in­stru­ments. The Mu­nic­i­pal Ad­vi­sor’s du­ties, re­spon­si­bil­i­ties and fees arise solely as a Regis­tered Mu­nic­i­pal Ad­vi­sor to the City and it has no sec­ondary obli­ga­tion or other re­spon­si­bil­ity. Fur­ther in­for­ma­tion re­lat­ing to the bonds may be ob­tained from Bendzin­ski & Co. Mu­nic­i­pal Fi­nance Ad­vi­sors, 615 Gris­wold Street, Suite 1225, Detroit, MI. Tele­phone (313) 961-8222.

EN­VELOPES con­tain­ing the bids should be plainly marked “Pro­posal for 2018 Un­lim­ited Tax Gen­eral Obli­ga­tion Bonds.”

THE RIGHT IS RE­SERVED TO RE­JECT ANY OR ALL BIDS.

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