OP­TIONAL DTC BOOK-EN­TRY-ONLY

The Bond Buyer - - Competitive Sales Notices - NI­CHOLAS MOORE Sec­re­tary, Board of Ed­u­ca­tion

OF­FI­CIAL NO­TICE OF SALE $8,100,000

AU GRES-SIMS SCHOOL DISTRICT COUNTY OF ARENAC STATE OF MICHI­GAN

2018 SCHOOL BUILD­ING AND SITE BONDS (GEN­ERAL OBLI­GA­TION - UN­LIM­ITED TAX)

BIDS for the pur­chase of the above 2018 School Build­ing and Site Bonds (the “Bond” or “Bonds”) will be re­ceived by Au Gres-Sims School District, Arenac County, Michi­gan (the “Is­suer”), at the ad­min­is­tra­tive of­fices of the Is­suer, 310 S. Court Street, P.O. Box 648, Au Gres, Michi­gan 487030648, on Mon­day, the 19th day of Novem­ber, 2018, un­til 11:30 o’clock in the a.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 (989) 876-6752 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 (989) 876-7150 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 win­ning bid­der (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 (an­tic­i­pated to be De­cem­ber 11, 2018), num­bered in or­der of is­sue from 1 up­wards and will bear in­ter­est from their dated date payable on May 1, 2019, and semi­an­nu­ally there­after.

The Bonds will ma­ture on May 1 as fol­lows:

In­ter­est payable May 1, 2019, is to be paid from the pro­ceeds from the sale of the Bonds, and an amount suf­fi­cient there­for shall be de­posited in the Debt Re­tire­ment Fund im­me­di­ately upon re­ceipt of such pro­ceeds.

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 one (1) hour af­ter 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.

Prin­ci­pal des­ig­nated by the Pur­chaser as a term ma­tu­rity shall be sub­ject to manda­tory re­demp­tion, in part, by lot, at par and ac­crued in­ter­est on the re­demp­tion dates cor­re­spond­ing to the ma­tu­ri­ties here­in­be­fore sched­uled. 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 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 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 May 1, 2028, 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 five per­cent (5%) 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% or greater than 105% of the par value, or at a price which will cause the net in­ter­est cost on the Bonds to ex­ceed five per­cent (5%) 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 Au­gust 7, 2018, for the pur­pose of erect­ing, fur­nish­ing, and equip­ping ad­di­tions to school build­ings, in­clud­ing se­cured en­try ad­di­tions for the el­e­men­tary school and high school/mid­dle school build­ings; re­mod­el­ing, fur­nish­ing and re­fur­nish­ing, and equip­ping and re-equip­ping school build­ings; erect­ing, fur­nish­ing and equip­ping a trans­porta­tion fa­cil­ity; and de­vel­op­ing, equip­ping, pre­par­ing and im­prov­ing ath­letic fa­cil­i­ties/struc­tures, ath­letic fields, and 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, of the Michi­gan Con­sti­tu­tion of 1963.

GOOD FAITH: A cer­ti­fied or cashier’s check in the amount of $81,000 may be sub­mit­ted con­tem­po­ra­ne­ously with the bid or, in the al­ter­na­tive, a de­posit in the amount of $81,000 shall be made by the Pur­chaser 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 Pur­chaser to be for­feited as liq­ui­dated dam­ages if such bid is ac­cepted and the bid­der fails to take de­liv­ery of and pay the pur­chase price for the Bonds. Any award made to the Pur­chaser 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 De­cem­ber 11, 2018 (the an­tic­i­pated date of de­liv­ery). 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 OBLIGA-

TIONS” 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 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 Pur­chaser 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. The Pur­chaser agrees to sup­ply to the Is­suer all nec­es­sary pric­ing in­for­ma­tion and any un­der­writer iden­ti­fi­ca­tion nec­es­sary to com­plete the Of­fi­cial State­ment within twenty-four (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 Pur­chaser 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, 2019, 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 Pur­chaser 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 Pur­chaser. In that case, the Pur­chaser 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 Pur­chaser’s bid (the “ini­tial of­fer­ing price”) dur­ing the hold­ing pe­riod as de­fined herein.

If the 10% test is se­lected, the Pur­chaser 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 Pur­chaser 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 Pur­chaser 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 Pur­chaser 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 Pur­chaser 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 Pur­chaser, 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 Pur­chaser 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 Pur­chaser 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 Pur­chaser.

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),

(iv) “sale date” means the date that the Bonds are awarded by the Is­suer to the Pur­chaser,

(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, and

(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 Pur­chaser will ob­tain a mu­nic­i­pal bond in­sur­ance pol­icy or other credit en­hance­ment for the Bonds in con­nec­tion with their orig­i­nal is­suance, the Pur­chaser 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 Pur­chaser 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 elec­tion un­der the “Op­tional DTC Book-En­try-Only” pro­vi­sions herein.

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 PFM Fi­nan­cial Ad­vi­sors LLC, mu­nic­i­pal ad­vi­sor to the Is­suer. The CUSIP Ser­vice Bureau’s charge for the as­sign­ment of CUSIP iden­ti­fi­ca­tion num­bers shall be paid by the Pur­chaser. 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 Au Gres-Sims School District 2018 School Build­ing and Site Bonds.”

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