COUNTY OF JACK­SON, STATE OF MICHI­GAN CAP­I­TAL IM­PROVE­MENT BONDS, SERIES 2018C (LIM­ITED TAX GEN­ERAL OBLI­GA­TION)

$6,305,000* *(sub­ject to ad­just­ment as de­scribed be­low)

The Bond Buyer - - Competitive Sales Notices -

SEALED BIDS for the pur­chase of the above bonds will be re­ceived by un­der­signed on Thurs­day, the 10th of Jan­uary, 2019, un­til 1:30 p.m., East­ern Stan­dard Time, at the of­fice of the County Ad­min­is­tra­tor/Con­troller, 120 West Michi­gan Av­enue, Jack­son, Michi­gan, 49201, at which time they will be opened and read pub­licly. Sealed bids also will be re­ceived on the same date and un­til the same time by an agent of the un­der­signed at the of­fices of the Mu­nic­i­pal Ad­vi­sory Coun­cil of Michi­gan (the “MAC”), Buhl Build­ing, 535 Gris­wold, Suite 1850, Detroit, Michi­gan 48226, where they will be opened and read pub­licly. Signed bids may be sub­mit­ted by fax to the County Ad­min­is­tra­tor/Con­troller at (517) 780-4755 or the MAC at (313) 963-0943, but no bid will be re­ceived af­ter the time for re­ceiv­ing bids spec­i­fied above and the bid­der bears all risks of trans­mis­sion fail­ure. Bid­ders may choose ei­ther lo­ca­tion to present bids, but may not present bids at both lo­ca­tions.

IN THE AL­TER­NA­TIVE: Bids may be sub­mit­ted elec­tron­i­cally via PARITY pur­suant to this No­tice on the same date and un­til the same time, but no bid will be re­ceived af­ter the time for re­ceiv­ing bids spec­i­fied above. To the ex­tent any in­struc­tions or direc­tions set forth in PARITY con­flict with this No­tice, 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.

BOND DE­TAILS: The bonds will be fully reg­is­tered bonds of the de­nom­i­na­tion of $5,000 each or any in­te­gral mul­ti­ple thereof not ex­ceed­ing the ag­gre­gate prin­ci­pal amount for each ma­tu­rity at the op­tion of the pur­chaser thereof, dated the date of their de­liv­ery, and will bear in­ter­est from their date payable on Septem­ber 1, 2019, and semi­an­nu­ally there­after.

The bonds will ma­ture on the first day of Septem­ber as fol­lows:

TERM BOND OP­TION: Bid­ders shall have the op­tion of des­ig­nat­ing bonds as se­rial bonds or term bonds, or both. The bid must des­ig­nate whether each of the prin­ci­pal amounts shown above rep­re­sents a se­rial ma­tu­rity or a manda­tory re­demp­tion re­quire­ment for a term bond ma­tu­rity. There may be more than one term bond des­ig­nated. A term bond may con­sist of bonds sub­ject to optional re­demp­tion or bonds not sub­ject to optional re­demp­tion but may not con­sist of both types of bonds. In the event that term bonds are uti­lized, the prin­ci­pal amount sched­uled for ma­tu­rity in the years shown above shall be rep­re­sented by ei­ther se­rial bond ma­tu­ri­ties or manda­tory re­demp­tion re­quire­ments, or a com­bi­na­tion of both. Any such des­ig­na­tion must be made at the time bids are sub­mit­ted.

PRIOR RE­DEMP­TION:

A. MANDA­TORY RE­DEMP­TION. Bonds des­ig­nated as term bonds shall be sub­ject to manda­tory re­demp­tion at par and ac­crued in­ter­est on the dates and in the amounts cor­re­spond­ing to the an­nual prin­ci­pal ma­tu­ri­ties here­in­be­fore set forth. The bonds or por­tions of bonds to be re­deemed shall be se­lected by lot.

B. OPTIONAL RE­DEMP­TION. Bonds ma­tur­ing prior to Septem­ber 1, 2029, are not sub­ject to re­demp­tion prior to ma­tu­rity. Bonds ma­tur­ing on and af­ter Septem­ber 1, 2029, are sub­ject to re­demp­tion prior to ma­tu­rity, at the op­tion of the County, in such or­der as de­ter­mined by the County, in whole or in part at any time on and af­ter Septem­ber 1, 2028, in in­te­gral mul­ti­ples of $5,000 and by lot within a ma­tu­rity, at par value of the bond or por­tion of the bond called to be re­deemed, plus ac­crued in­ter­est to the re­demp­tion date.

C. NO­TICE OF RE­DEMP­TION. Not less than thirty nor more than sixty days’ no­tice of re­demp­tion shall be given by first class mail to the reg­is­tered owner at the reg­is­tered ad­dress. Fail­ure to re­ceive no­tice of re­demp­tion shall not af­fect the va­lid­ity of the pro­ceed­ings for re­demp­tion. Bonds or por­tions of bonds called for re­demp­tion shall not bear in­ter­est af­ter the re­demp­tion date; pro­vided, funds are on hand with the bond reg­is­trar and pay­ing agent to re­deem the bonds called for re­demp­tion.

IN­TER­EST RATE AND BID­DING DE­TAILS: The bonds shall bear in­ter­est at a rate or rates not ex­ceed­ing 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 and all bonds ma­tur­ing in any one year must carry the same in­ter­est rate. 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 pre­ced­ing year. The dif­fer­ence be­tween the high­est and low­est in­ter­est rates on the bonds shall not ex­ceed three per­cent­age points. No pro­posal for the pur­chase of less than all of the bonds or at a price less than 99.5% nor more than 104% 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 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. The bonds will not be is­sued in book-en­try form if the pur­chaser is will­ing to ac­cept phys­i­cal de­liv­ery of the bonds in de­nom­i­na­tions equal to the ag­gre­gate prin­ci­pal amount for each ma­tu­rity and, if nec­es­sary, trans­fer the bonds only in such de­nom­i­na­tions. The book-en­try-only sys­tem is de­scribed fur­ther in the pre­lim­i­nary of­fi­cial state­ment for the bonds.

BOND REG­IS­TRAR AND PAY­ING AGENT: The bonds shall be payable as to prin­ci­pal in law­ful money of the United States upon sur­ren­der thereof at the cor­po­rate trust of­fice of The Hunt­ing­ton Na­tional Bank, Grand Rapids, Michi­gan, the bond reg­is­trar and pay­ing agent. In­ter­est shall be paid to the reg­is­tered owner of each bond as shown on the reg­is­tra­tion books at the close of busi­ness on the 15th day of the cal­en­dar month pre­ced­ing the month in which the in­ter­est pay­ment is due. In­ter­est shall be paid when due by check or draft drawn upon and mailed by the bond reg­is­trar and pay­ing agent to the reg­is­tered owner at the reg­is­tered ad­dress. As long as DTC, or its nom­i­nee Cede & Co., is the reg­is­tered owner of the bonds, pay­ments will be made di­rectly to such reg­is­tered owner. Dis­burse­ment of such pay­ments to DTC par­tic­i­pants is the re­spon­si­bil­ity of DTC and dis­burse­ment of such pay­ments to the ben­e­fi­cial own­ers of the bonds is the re­spon­si­bil­ity of DTC par­tic­i­pants and in­di­rect par­tic­i­pants as de­scribed in the pre­lim­i­nary of­fi­cial state­ment for the bonds. The County from time to time as re­quired may des­ig­nate a suc­ces­sor bond reg­is­trar and pay­ing agent.

PUR­POSE AND SE­CU­RITY: The bonds are to be is­sued pur­suant to the pro­vi­sions of Act 34, Pub­lic Acts of Michi­gan, 2001, as amended, to de­fray all or part of the cost of cap­i­tal im­prove­ments to LifeWays Com­mu­nity Men­tal Health (“LifeWays”) fa­cil­i­ties lo­cated at 1200 N. West Av­enue, Jack­son, Michi­gan, in­clud­ing with­out lim­i­ta­tion ren­o­vat­ing, ex­pand­ing, fur­nish­ing, and equip­ping such fa­cil­i­ties and im­prov­ing the site thereof for the pur­pose of cre­at­ing a pri­mary and be­hav­ioral health care in­te­gra­tion en­vi­ron­ment for the treat­ment and care of LifeWays con­sumers, and for the re­con­fig­u­ra­tion of safe ac­cess to the meet­ing room en­trance and ad­min­is­tra­tion en­trance. The full faith and credit of the County have been pledged to the prompt pay­ment of the prin­ci­pal of and in­ter­est on the bonds. The prin­ci­pal of and in­ter­est on the bonds are payable as a first bud­get obli­ga­tion of the County from its gen­eral funds. The abil­ity of the County to raise such funds is sub­ject to ap­pli­ca­ble con­sti­tu­tional and statu­tory lim­i­ta­tions on the tax­ing power of the County.

AD­JUST­MENT IN PRIN­CI­PAL AMOUNT: Fol­low­ing re­ceipt of bids and prior to fi­nal award, the County re­serves the right to de­crease the prin­ci­pal amount of the bonds. Such ad­just­ment, if nec­es­sary, will be made in in­cre­ments of $5,000, and may be made in one or more ma­tu­ri­ties. The pur­chase price will be ad­justed pro­por­tion­ately to the de­crease in the prin­ci­pal amount of the bonds, but the in­ter­est rates spec­i­fied by the suc­cess­ful bid­der will not change. The suc­cess­ful bid­der may not with­draw its bid as a re­sult of any changes made as pro­vided in this para­graph.

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 $63,050 payable to the or­der of the County Trea­surer will be re­quired of the suc­cess­ful bid­der. If a check is used, it must ac­com­pany the bid. If a wire trans­fer is used, the suc­cess­ful bid­der is re­quired to wire its good faith de­posit to the County not later than Noon, East­ern Stan­dard Time, on the next busi­ness day fol­low­ing the sale us­ing the wire in­struc­tions pro­vided by PFM Fi­nan­cial Ad­vi­sors LLC. 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 County. No in­ter­est shall be al­lowed on the good faith de­posit, and checks of the un­suc­cess­ful bid­ders will be promptly re­turned to such bid­der’s rep­re­sen­ta­tive or by reg­is­tered mail. 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: The bonds will be awarded to the bid­der whose bid pro­duces the low­est true in­ter­est cost to the County. True in­ter­est cost shall be com­puted by de­ter­min­ing the an­nual in­ter­est rate (com­pounded semi­an­nu­ally) nec­es­sary to dis­count the debt ser­vice pay­ments on the bonds from the pay­ment dates thereof to Jan­uary 24, 2019, and to the price bid.

LE­GAL OPIN­ION: Bids shall be con­di­tioned upon the ap­prov­ing opin­ion of Dick­in­son Wright PLLC, at­tor­neys of Detroit, Michi­gan, the orig­i­nal of which will be fur­nished with­out ex­pense to the pur­chaser at the de­liv­ery of the bonds. The fees of Dick­in­son Wright PLLC 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, Dick­in­son Wright PLLC has made no in­quiry as to any fi­nan­cial in­for­ma­tion, state­ments or ma­te­rial con­tained in 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 in­for­ma­tion, state­ments or ma­te­ri­als.

TAX MAT­TERS: The ap­prov­ing opin­ion will in­clude an opin­ion to the ef­fect that un­der ex­ist­ing law as en­acted and con­strued on the date of the ini­tial de­liv­ery of the bonds, the in­ter­est on the bonds is ex­cluded from gross in­come for fed­eral in­come tax pur­poses. In­ter­est on the bonds is not an item of tax pref­er­ence for pur­poses of the fed­eral al­ter­na­tive min­i­mum tax. The cor­po­rate al­ter­na­tive min­i­mum tax was re­pealed by Pub­lic Law No. 115-97 (the “Tax Cuts and Jobs Act”) en­acted on De­cem­ber 22, 2017, ef­fec­tive for tax years be­gin­ning af­ter De­cem­ber 31, 2017. The opin­ion set forth above will be sub­ject to the con­di­tion that the County com­ply with all re­quire­ments of the In­ter­nal Rev­enue Code of 1986, as amended (the “Code”), that must be sat­is­fied sub­se­quent to the is­suance of the bonds in or­der that in­ter­est thereon be (or con­tinue to be) ex­cluded from gross in­come for fed­eral in­come tax pur­poses. Fail­ure to com­ply with cer­tain of such re­quire­ments could cause the in­ter­est on the bonds to be in­cluded in gross in­come retroac­tive to the date of is­suance of the bonds. The County has covenanted to com­ply with all such re­quire­ments. The opin­ion will ex­press no opin­ion re­gard­ing other fed­eral tax con­se­quences aris­ing with re­spect to the bonds.

The County has not des­ig­nated the bonds as “qual­i­fied tax-ex­empt obli­ga­tions” for pur­poses of Sec­tion 265(b)(3) of the Code.

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 that the pre­mium there­for 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.

In ad­di­tion, the ap­prov­ing opin­ion will in­clude an opin­ion to the ef­fect that un­der ex­ist­ing law as en­acted and con­strued on the date of the ini­tial de­liv­ery of the bonds, the bonds and the in­ter­est thereon are ex­empt from all tax­a­tion by the State of Michi­gan or a po­lit­i­cal sub­di­vi­sion thereof, ex­cept es­tate taxes and taxes on gains re­al­ized from the sale, pay­ment or other dis­po­si­tion thereof.

IS­SUE PRICE: The win­ning bid­der shall as­sist the County in es­tab­lish­ing the is­sue price of the bonds and shall ex­e­cute and de­liver to the County 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 pro­vided by Bond Coun­sel, with such mod­i­fi­ca­tions as may be ap­pro­pri­ate or nec­es­sary, in the rea­son­able judg­ment of the win­ning bid­der, the County and Bond Coun­sel. All ac­tions to be taken by the County un­der this No­tice of Sale to es­tab­lish the is­sue price of the bonds may be taken on be­half of the County by the County’s mu­nic­i­pal ad­vi­sor iden­ti­fied herein and any no­tice or re­port to be pro­vided to the County may be pro­vided to the County’s mu­nic­i­pal ad­vi­sor.

The County in­tends that the pro­vi­sions of Trea­sury Reg­u­la­tion Sec­tion 1.148-1(f)(3)(i) (defin­ing “com­pet­i­tive sale” for pur­poses of es­tab­lish­ing the is­sue price of the bonds) will ap­ply to the ini­tial sale of the bonds (the “com­pet­i­tive sale re­quire­ments”) be­cause:

(1) the County is dis­sem­i­nat­ing this No­tice of Sale to po­ten­tial un­der­writ­ers in a man­ner that is rea­son­ably de­signed to reach po­ten­tial un­der­writ­ers;

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

(3) the County an­tic­i­pates re­ceiv­ing bids from at least three un­der­writ­ers of mu­nic­i­pal bonds who have es­tab­lished in­dus­try rep­u­ta­tions for un­der­writ­ing new is­suances of mu­nic­i­pal bonds; and

(4) the County 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 com­pet­i­tive sale re­quire­ments are sat­is­fied, the win­ning bid­der shall be ex­pected to cer­tify as to the rea­son­ably ex­pected ini­tial of­fer­ing price of the bonds to the pub­lic.

In the event that the com­pet­i­tive sale re­quire­ments are not sat­is­fied, the County shall so ad­vise the win­ning bid­der. The County shall treat (i) the first price at which 10% of a ma­tu­rity of the bonds (the “10% test”) is sold to the pub­lic as of the sale date as the is­sue price of that ma­tu­rity and (ii) the ini­tial of­fer­ing price to the pub­lic as of the sale date of any ma­tu­rity of the bonds not sat­is­fy­ing the 10% test as of the sale date as the is­sue price of that ma­tu­rity (the “hold-the-of­fer­ing­price rule”), in each case ap­plied on a ma­tu­rity-by-ma­tu­rity ba­sis (and if dif­fer­ent in­ter­est rates ap­ply within a ma­tu­rity, to each sep­a­rate CUSIP num­ber within that ma­tu­rity). The win­ning bid­der shall ad­vise the County if any ma­tu­rity of the bonds sat­is­fies the 10% test as of the date and time of the award of the bonds. Any ma­tu­rity of the bonds (and if dif­fer­ent in­ter­est rates ap­ply within a ma­tu­rity, to each sep­a­rate CUSIP num­ber within that ma­tu­rity) that does not sat­isfy the 10% test as of the date and time of the award of the bonds shall be sub­ject to the hold-the-of­fer­ing-price rule. Bids will not be sub­ject to can­cel­la­tion in the event that any ma­tu­rity of the bonds is sub­ject to the hold-the-of­fer­ing-price rule. Bid­ders should pre­pare their bids on the as­sump­tion that some or all of the ma­tu­ri­ties of the bonds will be sub­ject to the hold-the-of­fer­ing-price rule in or­der to es­tab­lish the is­sue price of the bonds.

By sub­mit­ting a bid, each bid­der con­firms that, ex­cept as oth­er­wise pro­vided in its bid, it has an es­tab­lished in­dus­try rep­u­ta­tion for un­der­writ­ing new is­suances of mu­nic­i­pal bonds, and, fur­ther, 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 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) 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:

(1) the close of the fifth (5th) busi­ness day af­ter the sale date; or

(2) 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 County 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.

The County 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 County 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: (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 com­ply with the hold-the-of­fer­ing-price rule if and for so long as di­rected by the win­ning bid­der and as set forth in the re­lated pric­ing wires, 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 com­ply with the hold-the-of­fer­ing-price rule 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: (i) “pub­lic” means any per­son other than an un­der­writer or a re­lated party,

(ii) “un­der­writer” means (A) any per­son that agrees pur­suant to a writ­ten con­tract with the County (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),

(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 (A) 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), (B) 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 (C) 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 County to the win­ning bid­der. OF­FI­CIAL STATE­MENT: A copy of the County’s of­fi­cial state­ment re­lat­ing to the bonds may be ob­tained by con­tact­ing PFM Fi­nan­cial Ad­vi­sors LLC at the ad­dress re­ferred to be­low. The of­fi­cial state­ment is in a form deemed fi­nal by the County for pur­poses of para­graph (b)(1) of SEC Rule 15c2-12 (the “Rule”), but is sub­ject to re­vi­sion, amend­ment and com­ple­tion in a fi­nal of­fi­cial state­ment.

Af­ter the award of the bonds, the County will pro­vide on a timely ba­sis copies of a fi­nal of­fi­cial state­ment, as that term is de­fined in para­graph (e)(3) of the Rule, at the County’s ex­pense in suf­fi­cient quan­tity to en­able the suc­cess­ful bid­der or bid­ders to com­ply with para­graphs (b)(3) and (b)(4) of the Rule and the rules of the Mu­nic­i­pal Se­cu­ri­ties Rule­mak­ing Board. Re­quests for such ad­di­tional copies of the fi­nal of­fi­cial state­ment shall be made to PFM Fi­nan­cial Ad­vi­sors LLC at the ad­dress set forth be­low within 24 hours of the award of the bonds.

CON­TIN­U­ING DIS­CLO­SURE: In or­der to as­sist bid­ders in com­ply­ing with para­graph (b)(5) of the Rule, the County will un­der­take, pur­suant to a res­o­lu­tion adopted by its gov­ern­ing body and a con­tin­u­ing dis­clo­sure cer­tifi­cate, to pro­vide an­nual re­ports and no­tices of cer­tain events. A de­scrip­tion of th­ese un­der­tak­ings is set forth in the pre­lim­i­nary of­fi­cial state­ment and will also be set forth in the fi­nal of­fi­cial state­ment.

CUSIP: 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 County. 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 No. 517, Pub­lic Acts of Michi­gan, 2012; MCL 129.311 et seq.

DE­LIV­ERY OF BONDS: The County 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 or by such other means as may be agree­able to the pur­chaser and the County. The usual clos­ing doc­u­ments, in­clud­ing a con­tin­u­ing dis­clo­sure cer­tifi­cate (to the ex­tent that the pur­chaser is sub­ject to the Rule) and 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, East­ern Stan­dard 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 on that day, or any time there­after un­til de­liv­ery of the bonds, may with­draw its pro­posal by serv­ing no­tice of can­cel­la­tion, in writ­ing, on the un­der­signed, in which event the County shall re­turn the good faith de­posit. Pay­ment for the bonds shall be made in Fed­eral Re­serve Funds. Ac­crued in­ter­est to the date of de­liv­ery of the bonds shall be paid by the pur­chaser at the time of de­liv­ery. THE RIGHT IS RE­SERVED TO RE­JECT ANY OR ALL BIDS.

ENVELOPES con­tain­ing the bids should be plainly marked “Pro­posal for Bonds.” FI­NAN­CIAL CON­SUL­TANT: Fur­ther in­for­ma­tion re­gard­ing the bonds may be ob­tained from PFM Fi­nan­cial Ad­vi­sors LLC, 555 Bri­ar­wood Cir­cle, Suite 333, Ann Ar­bor, Michi­gan 48108. Tele­phone: (734) 994-9700.

Michael Over­ton, County Ad­min­is­tra­tor/Con­troller County of Jack­son

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