OF­FI­CIAL NO­TICE OF SALE $38,245,000* *(Sub­ject to ad­just­ment as de­scribed herein)

The Bond Buyer - - Competitive Sales Notices - Matthew V. Horn­ing, Trea­surer City of Ann Ar­bor

CITY OF ANN AR­BOR WASHTENAW COUNTY, MICHI­GAN 2019 CAP­I­TAL IM­PROVE­MENT RE­FUND­ING BONDS (LIM­ITED TAX GEN­ERAL OBLI­GA­TION)

SEALED, FAX OR ELEC­TRONIC BIDS: Sealed bids for the pur­chase of the is­sue of bonds de­scribed be­low of the ag­gre­gate par value of $38,245,000 to be is­sued by the City of Ann Ar­bor, Washtenaw County, Michi­gan (“City”), will be re­ceived by the un­der­signed at the of­fice of the City Trea­surer, at 301 E. Huron Street, Ann Ar­bor, Michi­gan 48107, un­til 11:30 o’clock, A.M., Eastern Time, on Wed­nes­day, the 16th day of Jan­uary, 2019, at which time and place such bids will be pub­licly opened and read.

In the al­ter­na­tive, sealed bids will also be re­ceived on the same date and un­til the same time by an agent of the un­der­signed at the of­fice of the Mu­nic­i­pal Ad­vi­sory Coun­cil of Michi­gan (“MAC”), Buhl Build­ing, 535 Gris­wold, Suite 1850, Detroit, Michi­gan 48226, where they will be pub­licly opened and read. Bids opened at Ann Ar­bor, Michi­gan will be read first, fol­lowed by those opened at the al­ter­nate lo­ca­tion. Bid­ders may choose ei­ther lo­ca­tion to present bids and good faith checks, but not both lo­ca­tions.

The Trea­surer or other au­tho­rized of­fi­cer of the City will con­sider and de­ter­mine the award or re­jec­tion of bids prior to 5:00 o’clock, P.M., Eastern Time, on that date.

Signed bids may be sub­mit­ted by fax by MAC mem­bers to the MAC at fax num­ber (313) 9630943 and by other bid­ders to the City at fax num­ber (734) 994-8991, At­ten­tion: Trea­surer; pro­vided that faxed bids must ar­rive be­fore the time of sale and the bid­der bears all risks of trans­mis­sion fail­ure.

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, Eric Wash­ing­ton or Client Ser­vices, 1359 Broad­way, Sec­ond Floor, New York, New York 10018, (212) 849-5021. IF ANY PRO­VI­SIONS OF THIS NO­TICE OF SALE SHALL CON­FLICT WITH IN­FOR­MA­TION PRO­VIDED BY BID­COMP/PAR­ITY, AS THE AP­PROVED PROVIDER OF ELEC­TRONIC BID­DING SER­VICES, THIS NO­TICE OF SALE SHALL CON­TROL.

GOOD FAITH DE­POSIT MUST BE MADE AND RE­CEIVED fol­low­ing the award of the bonds as de­scribed in the sec­tion cap­tioned “Good Faith De­posit” be­low.

DTC BOOK-EN­TRY ONLY: The bonds are be­ing 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 BookEn­tryOnly sys­tem of reg­is­tra­tion. 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 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: The bonds shall be known as “2019 Cap­i­tal Im­prove­ment Re­fund­ing Bonds (Lim­ited Tax Gen­eral Obli­ga­tion)” and shall ag­gre­gate the prin­ci­pal sum of $38,245,000 (sub­ject to ad­just­ment as de­scribed be­low). The bonds will be fully reg­is­tered bonds in any de­nom­i­na­tion of $5,000 or mul­ti­ples thereof up to the amount of a sin­gle ma­tu­rity, dated the date of their de­liv­ery, num­bered from 1 up­wards, and will bear in­ter­est from their date payable on Novem­ber 1, 2019, and semi-an­nu­ally there­after. The bonds shall ma­ture on May 1, in the years and prin­ci­pal amounts as fol­lows (sub­ject to ad­just­ment as de­scribed be­low):

Year 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035

Amount $1,595,000 $1,865,000 $1,935,000 $2,015,000 $2,095,000 $2,175,000 $2,225,000 $2,315,000 $2,410,000 $2,495,000 $2,595,000 $2,695,000 $2,795,000 $2,900,000 $3,005,000 $3,130,000

TERM BOND OP­TION: The ini­tial pur­chaser of the bonds may des­ig­nate any one or more ma­tu­ri­ties as term bonds and the con­sec­u­tive ma­tu­ri­ties which shall be ag­gre­gated in any such term bonds. Any such des­ig­na­tion must be made within one (1) hour of the bond sale. The amounts of the ma­tu­ri­ties which are ag­gre­gated in any such des­ig­nated term bond shall be sub­ject to manda­tory redemp­tion on May 1 of the years and in the amounts as set forth in the fore­go­ing ma­tu­rity sched­ule at a redemp­tion price of par, plus ac­crued in­ter­est, to the date of manda­tory redemp­tion.

AD­JUST­MENTS TO MA­TU­RITY SCHED­ULE AND PUR­CHASE PRICE FOL­LOW­ING SALE: The City re­serves the right to in­crease or de­crease the ag­gre­gate prin­ci­pal amount of the bonds af­ter re­ceipt of bids and prior to the award of the bonds, through ad­just­ments of the prin­ci­pal amount

of any one or more ma­tu­ri­ties se­lected by the City, pro­vided that such ad­just­ments will be made in in­cre­ments of $5,000, and sub­ject to a max­i­mum ag­gre­gate prin­ci­pal amount of the bonds of $42,000,000. In the case of any such ad­just­ments, the pur­chase price of the bonds sub­mit­ted by the bid­der to whom the bonds are to be awarded will be ad­justed pro­por­tion­ately to the ad­just­ment in the prin­ci­pal amount of the bonds and in such man­ner as to main­tain as com­pa­ra­ble an un­der­writer spread as pos­si­ble to that con­tained in the bid.

OP­TIONAL REDEMP­TION: The Bonds ma­tur­ing in the years 2020 through 2029, in­clu­sive, shall not be sub­ject to op­tional redemp­tion prior to ma­tu­rity. Bonds ma­tur­ing on and af­ter May 1, 2030 shall be sub­ject to redemp­tion prior to ma­tu­rity, at the op­tion of the City, in whole or in part, on any date on and af­ter May 1, 2029, at par plus ac­crued in­ter­est to the date fixed for redemp­tion, with­out pre­mium or penalty.

With re­spect to par­tial re­demp­tions, any por­tion of a Bond out­stand­ing in a de­nom­i­na­tion larger than the min­i­mum au­tho­rized de­nom­i­na­tion may be re­deemed pro­vided such por­tion and the amount not be­ing re­deemed each con­sti­tutes an au­tho­rized de­nom­i­na­tion. In the event that less than the en­tire prin­ci­pal amount of a Bond is called for redemp­tion, upon sur­ren­der of the Bond to the Bond Reg­is­trar, the Bond Reg­is­trar shall au­then­ti­cate and de­liver to the reg­is­tered owner of the Bond a new Bond in the prin­ci­pal amount of the prin­ci­pal por­tion not re­deemed.

No­tice of redemp­tion shall be sent to the reg­is­tered holder of each Bond be­ing re­deemed by first class mail at least thirty (30) days prior to the date fixed for redemp­tion, which no­tice shall fix the date of record with re­spect to the redemp­tion if dif­fer­ent than oth­er­wise pro­vided herein. Any de­fect in such no­tice shall not af­fect the va­lid­ity of the redemp­tion pro­ceed­ings. Bonds so called for redemp­tion shall not bear in­ter­est af­ter the date fixed for redemp­tion pro­vided funds are on hand with the Bond Reg­is­trar to re­deem the same.

IN­TER­EST RATE AND BID­DING DE­TAILS: Bonds will bear in­ter­est at a rate or rates not ex­ceed­ing 6.0% per an­num, to be fixed by the bids there­for, ex­pressed in mul­ti­ples of 1/8 or 1/100 of 1%, or both. THE RATE OF IN­TER­EST BORNE BY ANY ONE MA­TU­RITY OF BONDS SHALL NOT BE LESS THAN THE IN­TER­EST RATE BORNE BY THE PRE­CED­ING MA­TU­RITY, AND SHALL NOT EX­CEED THE IN­TER­EST RATE BORNE BY ANY PRE­CED­ING MA­TU­RITY BY MORE THAN 3.0%. 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. No pro­posal for the pur­chase of less than all of the bonds or at a price less than 99.00% of their par value nor more than 105.00% of their par value will be con­sid­ered. See “AD­JUST­MENTS TO MA­TU­RITY SCHED­ULE AND PUR­CHASE PRICE FOL­LOW­ING SALE.”

TRANS­FER AGENT AND REG­IS­TRA­TION: Prin­ci­pal and in­ter­est 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 there­after des­ig­nate by no­tice mailed to the reg­is­tered owner not less than 60 days prior to any change in trans­fer agent and which shall be qual­i­fied to serve as such in Michi­gan. In­ter­est shall be paid when due by check or draft mailed to the owner as shown by the reg­is­tra­tion books of the City as of the 15th day of the month prior to any in­ter­est pay­ment date. The Bonds will be trans­fer­able only upon the reg­is­tra­tion books of the City kept by the trans­fer agent. See “DTC Book-En­try Only” above.

PUR­POSE AND SE­CU­RITY: The bonds are is­sued pur­suant to Act 34, Pub­lic Acts of Michi­gan, 2001, as amended, and a bond au­tho­riz­ing res­o­lu­tion ap­proved by the City Coun­cil of the City on Novem­ber 19, 2018 (the “Bond Res­o­lu­tion”), for the pur­pose of re­fund­ing out­stand­ing bonds of the City is­sued to pay a sub­stan­tial por­tion of the cost of ac­quir­ing and con­struct­ing a four-level un­der­ground pub­lic park­ing struc­ture in the City and re­lated im­prove­ments, in­clud­ing street, streetscape and util­ity im­prove­ments, a new down­town al­ley, im­proved cross­walks, new street­lights, trees, side­walks, curbs and bike lanes. The City has pledged its lim­ited tax full faith and credit as se­cu­rity for pay­ment of prin­ci­pal and in­ter­est. Pur­suant to such pledge, the City shall be ob­li­gated to pay the prin­ci­pal of and in­ter­est on the bonds as a first bud­get obli­ga­tion from its gen­eral funds, in­clud­ing the col­lec­tion of any ad val­orem taxes which the City is au­tho­rized to levy, but any such levy shall be sub­ject to ap­pli­ca­ble con­sti­tu­tional, char­ter and statu­tory tax rate lim­i­ta­tions.

GOOD FAITH DE­POSIT: A de­posit in an amount equal to 1.0% of the fi­nal prin­ci­pal amount of the bonds is re­quired as a guar­an­tee of good faith on the part of the bid­der, to be de­liv­ered to the Trea­surer of the City in the form of a cashier’s check (or wire trans­fer of such amount as in­structed by the City or its fi­nan­cial ad­vi­sor) by Noon Eastern Time of the next busi­ness day fol­low­ing the sale, to be for­feited as liq­ui­dated dam­ages if such bid be ac­cepted and the bid­der fails to take up and pay for the bonds. The good faith de­posit will be ap­plied to the pur­chase price of the bonds. No in­ter­est shall be al­lowed on the good faith de­posit. Pay­ment for the bal­ance of the pur­chase price of the bonds shall be made on the de­liv­ery date.

AWARD OF BONDS: 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 Novem­ber 1, 2019 and semi-an­nu­ally there­after) nec­es­sary to dis­count the debt ser­vice pay­ments from their re­spec­tive pay­ment dates to Fe­bru­ary 27, 2019 (the an­tic­i­pated date of de­liv­ery of the bonds) in an amount equal to the price bid, ex­clud­ing ac­crued in­ter­est.

LE­GAL OPIN­ION: Bids shall be con­di­tioned upon the un­qual­i­fied ap­prov­ing opin­ion of Dykema Gos­sett PLLC, at­tor­neys of Bloom­field Hills, Michi­gan, and the orig­i­nal of which will be fur­nished with­out ex­pense to the pur­chaser of the bonds at the de­liv­ery thereof. The fees of Dykema Gos­sett 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 bonds, Dykema Gos­sett PLLC has not ex­am­ined or re­viewed any fi­nan­cial in­for­ma­tion, state­ments or ma­te­rial con­tained in any fi­nan­cial doc­u­ments, state­ments or ma­te­rial 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.

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 City. The CUSIP Ser­vice Bureau’s charge for the as­sign­ment of CUSIP iden­ti­fi­ca­tion num­bers shall be paid by the pur­chaser.

DE­LIV­ERY OF BONDS: The City will fur­nish bonds ready for ex­e­cu­tion at its ex­pense. Bonds will be de­liv­ered at the prin­ci­pal of­fice of the Bond Reg­is­trar, or any other place mu­tu­ally agree­able, at the ex­pense of the City. 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 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 writ­ten no­tice of can­cel­la­tion 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. The bonds will be de­liv­ered in the form of a sin­gle cer­tifi­cate for each ma­tu­rity reg­is­tered as de­scribed above un­der “DTC Book-En­try Only.

IS­SUE PRICE: The win­ning bid­der shall as­sist the City in es­tab­lish­ing the is­sue price of the bonds, in ac­cor­dance with the re­quire­ments set forth in the Pre­lim­i­nary Of­fi­cial State­ment re­lat­ing to the bonds, dated Jan­uary 7, 2019, and shall de­liver to the City at clos­ing an “is­sue price” or sim­i­lar cer­tifi­cate set­ting forth the rea­son­ably ex­pected is­sue price to the pub­lic or the sales price of the bonds, sub­stan­tially in the form at­tached as ei­ther Ap­pen­dix G-1 or G-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.

TAX MAT­TERS: The ap­prov­ing opin­ion of bond coun­sel will in­clude an opin­ion to the ef­fect that, un­der ex­ist­ing law, as­sum­ing com­pli­ance by the City with cer­tain covenants, (i) in­ter­est on the bonds is ex­cluded from gross in­come for fed­eral in­come tax pur­poses and (ii) is not an item of tax pref­er­ence for pur­poses of the fed­eral al­ter­na­tive min­i­mum tax. Such opin­ion will fur­ther state that un­der ex­ist­ing law the bonds and the in­ter­est thereon are ex­empt from all tax­a­tion pro­vided by the laws of the State of Michi­gan, ex­cept es­tate taxes and taxes on gains re­al­ized from the sale, pay­ment or other dis­po­si­tion thereof.

NOT QUAL­I­FIED TAX EX­EMPT OBLI­GA­TIONS: The bonds have not been des­ig­nated as “qual­i­fied tax ex­empt obli­ga­tions” for pur­poses of the de­duc­tion of in­ter­est ex­pense by fi­nan­cial in­sti­tu­tions.

OF­FI­CIAL STATE­MENT: The City has made avail­able a Pre­lim­i­nary Of­fi­cial State­ment re­lat­ing to the bonds, a copy of which has been posted to www.mu­nios.com.

The Of­fi­cial State­ment is in a form deemed fi­nal as of its date by the City for pur­poses of SEC Rule 15c2-12(b)(1), but is sub­ject to re­vi­sion, amend­ment and com­ple­tion of a fi­nal Of­fi­cial State­ment. The suc­cess­ful bid­der shall sup­ply to the City, within 24 hours af­ter the award of the bonds, all pric­ing in­for­ma­tion and any un­der­writer iden­ti­fi­ca­tion de­ter­mined by the City to be nec­es­sary to com­plete the Of­fi­cial State­ment.

The fi­nal Of­fi­cial State­ment for the bonds will only be made avail­able elec­tron­i­cally; no hard copies will be pro­vided to the win­ning bid­der.

The City shall de­liver, at clos­ing, an ex­e­cuted cer­tifi­cate to the ef­fect that as of the date of de­liv­ery, the in­for­ma­tion con­tained in the Of­fi­cial State­ment, in­clud­ing re­vi­sions, amend­ments and com­ple­tions as nec­es­sary, re­lat­ing to the City and the bonds is true and cor­rect in all ma­te­rial re­spects, and that such 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: The City has un­der­taken to pro­vide con­tin­u­ing fi­nan­cial dis­clo­sure (an­nual fi­nan­cial in­for­ma­tion and op­er­at­ing data, in­clud­ing au­dited fi­nan­cial state­ments for the pre­ced­ing fis­cal year con­sis­tent with the in­for­ma­tion pre­sented in the Of­fi­cial State­ment), and to pro­vide timely no­tice of the oc­cur­rence of cer­tain ma­te­rial events with re­spect to the bonds, all in ac­cor­dance with the re­quire­ments of SEC Rule 15c2-12.

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 sole 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 the fee for the re­quested rat­ing. Any other rat­ing agency fees shall be the re­spon­si­bil­ity of the pur­chaser. If the suc­cess­ful bid­der ob­tains a mu­nic­i­pal bond in­surance pol­icy or other credit en­hance­ment for the bonds in con­nec­tion with their orig­i­nal is­suance, the suc­cess­ful bid­der will be re­quired to fur­nish, prior to and as a con­di­tion to de­liv­ery of the bonds, in form pre­pared by bond coun­sel, a cer­tifi­cate 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. 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.

AD­DI­TIONAL IN­FOR­MA­TION: Fur­ther in­for­ma­tion may be ob­tained from the City’s Fi­nan­cial Con­sul­tant, PFM Fi­nan­cial Ad­vi­sors LLC, Inc., 555 Bri­ar­wood Circle, Suite 333, Ann Ar­bor, Michi­gan 48108, tele­phone 734-994-9700.

THE RIGHT IS RE­SERVED TO RE­JECT ANY OR ALL BIDS

EN­VELOPES: En­velopes con­tain­ing the bids should be plainly marked “Pro­posal for City of Ann Ar­bor 2019 Cap­i­tal Im­prove­ment LTGO Re­fund­ing Bonds”.

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