PRELIMINARY OFFICIAL STATEMENT DATED JUNE 5, NEW ISSUE RATING: Standard & Poor's Ratings Services A+

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1 This Preliminary Official Statement and the information contained herein are subject to completion or amendment. The Bonds may not be sold nor may an offer to buy beaccepted prior to the time the Official Statement is delivered in final form. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or thesolicitation of an offer to buy nor shall there be any sale of the Bonds, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration orqualification under the securities laws of any such jurisdiction. The City of Howell has deemed this Preliminary Official Statement final as of its date except for omissionspermitted by Rule 15c2-12 promulgated by the Securities and Exchange Commission. PRELIMINARY OFFICIAL STATEMENT DATED JUNE 5, 2009 NEW ISSUE RATING: Standard & Poor's Ratings Services A+ BOOK-ENTRY-ONLY (See "RATING INFORMATION" herein) In the opinion of Miller, Canfield, Paddock and Stone, P.L.C., Bond Counsel, the interest on the Bonds is not excluded from gross income for federal income tax purpose. See TAX MATTERS and FORM OF LEGAL OPINON, herein. $4,900,000 1 CITY OF HOWELL COUNTY OF LIVINGSTON, STATE OF MICHIGAN 2009 CAPITAL IMPROVEMENT BONDS (LIMITED TAX GENERAL OBLIGATION) (FEDERALLY TAXABLE - BUILD AMERICA BONDS - DIRECT PAYMENT) Dated Date... Date of Delivery Due... August 1, as shown below Denomination... $5,000 or any integral multiple thereof not exceeding the amount of any single maturity Registration... Book-Entry-Only Interest... Payable February 1, 2010 and semi-annually thereafter Transfer Agent... U.S. Bank National Association, Detroit, Michigan The Bonds are being issued pursuant to the provisions of Act 34, Public Acts of Michigan, 2001, as amended ( Act 34 ), and pursuant to a resolution adopted by the City Council of the City of Howell (the City ) on May 4, 2009 (the Resolution ), for the purpose of paying all or part of the cost to acquire, construct, furnish and equip street improvements for the City including road reconstruction, sidewalk, curb, gutter and related utility improvements, together with all related appurtenances and attachments. The Bonds will be a first budget obligation of the City, payable from the general funds of the City including collection of ad valorem taxes on all taxable property in the City, subject to applicable constitutional, statutory and charter tax rate limitations. The Bonds will pledge the full faith and credit limited taxing powers of the City for payment for the principal of and interest thereon and will be payable from all lawfully available monies of the City including ad valorem taxes, which may be levied in an amount sufficient to pay the annual principal of and interest on the Bonds. Such taxes are subject to applicable constitutional, statutory and charter tax rate limitations. The City intends to designate the Bonds as Build America Bonds under Section 54AA of the Internal Revenue Code of 1986, as amended (the Code ), and to elect under Code Section 54AA(g) to receive credits from the United States Treasury equal to 35% of the stated interest paid on the Bonds as provided in Code Section However, the City has not covenanted to comply with the requirements of Section 54AA(g) to assure eligibility of the City for receipt of the direct pay interest credit. So long as the City is in compliance with Section 54AA(g), such credits are expected to be paid to the City within 45 days of receipt by the IRS of IRS Form 8038-CP with respect to each interest payment date identifying the amount of interest to be paid. Each such Form may not be filed more than 90 nor less than 45 days prior to the relevant interest payment date. In the Resolution, the City has covenanted to deposit all such credits received by the City, if any, into the Debt Retirement Account. The City reserves the right to issue the Bonds as traditional tax exempt bonds. See POTENTIAL FOR TAX EXEMPT BONDS herein. If the Bonds are issued as traditional tax-exempt Bonds, the City may designate the Bonds as qualified tax exempt obligations for purposes of deduction of interest expense by financial institutions pursuant to the Code. See POTENTIAL FOR QUALIFIED TAX-EXEMPT OBLIGATIONS herein. MATURITY SCHEDULE 1 Interest Interest Interest Year Amount Rate Yield CUSIP 2 Year Amount Rate Yield CUSIP 2 Year Amount Rate Yield CUSIP $150, $200, $250, , , , , , , , , , , , , , , , , ,000 2 Copyright 2009, American Bankers Association, CUSIP date herein are provided by Standard & Poor's CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc. Bonds maturing on or after 2020 are subject to optional redemption beginning August 1, 2019 and any date threafter at par, as more fully discussed under Redemption Provisions. All Bonds will be sold with accrued interest from, 2009 This cover page contains certain information for quick reference only. It is not intended to be a summary of the terms of this bond issue. Investors are instructed to read the entire Official Statement to obtain information essential to the making of an informed investment decision. The Bonds will be offered when, as and if issued by the City and accepted by the Underwriter subject to the approving legal opinion of Miller, Canfield, Paddock and Stone, P.L.C., Detroit, Michigan, Bond Counsel. It is expected that the Bonds will be available for delivery through DTC on or about June, Preliminary, subject to change. BMO Capital Markets GKST Inc. The date of this Official Statement is, 2009

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3 The Bonds have not been registered with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended, or registered in any state and will not be listed on any stock or other securities exchange. Neither the SEC nor any other federal, state or other governmental entity or agency will have passed upon the accuracy or adequacy of this Official Statement or approved the Bonds for sale, except as disclosed herein. No dealer, salesman or any other person has been authorized to give any information or to make any representation, other than the information and representations contained herein, in connection with the offering of the Bonds and, if given or made, such information or representations must not be relied upon. This Official Statement does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby by any person in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to whom it is unlawful to make such offer or solicitation. The information set forth herein has been provided by the City, The Depository Trust Company and other sources which are believed to be reliable. The Underwriter has reviewed the information in this Official Statement in accordance with, and as a part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information (except for the information under the section captioned UNDERWRITING which was obtained from the Underwriter). No representation, warranty or guaranty is made by the Underwriter as to the accuracy or completeness of any information in this Official Statement, and nothing contained in this Official Statement shall be relied upon as a promise or representation by the Underwriter. The Transfer Agent has not participated in the preparation of this Official Statement and assumes no responsibility for this Official Statement. All summaries contained in this Official Statement are subject in all respects to the complete statute, regulation, rule, court decision or report. The information and expressions of opinion contained herein are subject to change without notice and neither the delivery of this Official Statement nor the sale made hereunder shall under any circumstance create any implication that there has been no change in the affairs of the City since the date hereof. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE CITY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. -i-

4 TABLE OF CONTENTS SECTION A - THE BONDS INTRODUCTION PURPOSE OF THE BONDS A-2 USE OF BOND PROCEEDS A-2 DESCRIPTION AND FORM OF THE BONDS REDEMPTION PROVISIONS A-2 OPTIONAL REDEMPTION A-2 MANDATORY REDEMPTION A-3 NOTICE AND EFFECT OF REDEMPTION A-3 BOOK-ENTRY-ONLY SYSTEM A-3 TRANSFER OUTSIDE BOOK-ENTRY-ONLY SYSTEM A-5 AUTHORITY MUNICIPAL FINANCE QUALIFYING STATEMENT BUILD AMERICA BONDS POTENTIAL FOR TAX EXEMPT BONDS POTENTIAL FOR QUALIFIED TAX - EXEMPT BONDS SECURITY CONSTITUTIONAL TAX LIMITATIONS MICHIGAN PROPERTY TAX REFORM PROPOSALS TAX MATTERS LEGAL MATTERS BOND COUNSEL'S RESPONSIBILITY FINANCIAL ADVISORS TO THE CITY RATING INFORMATION CONTINUING DISCLOSURE ABSENCE OF CERTAIN LITIGATION UNDERWRITING OTHER MATTERS SECTION B - CITY OF HOWELL - GENERAL DESCRIPTION AND STATISTICAL INFORMATION..... SECTION C - FORM OF LEGAL OPINION SECTION D - FINANCIAL STATEMENTS OF THE CITY OF HOWELL FOR THE FISCAL YEARS ENDED JUNE 30, 2008, 2007 AND SECTION E - FORM OF CONTINUING DISCLOSURE UNDERTAKING SECTION F - TAX MATTERS - PROVISIONS FOR TAX EXEMPT BOND OPTION A-1 A-2 A-2 A-5 A-5 A-5 A-5 A-5 A-5 A-5 A-6 A-6 A-7 A-7 A-8 A-8 A-8 A-8 A-9 A-9 B-1 C-1 D-1 E-1 F-1 -ii-

5 SECTION A THE BONDS A-1

6 $4,900,000 1 CITY OF HOWELL COUNTY OF LIVINGSTON, STATE OF MICHIGAN 2009 CAPITAL IMPROVEMENT BONDS (LIMITED TAX GENERAL OBLIGATION) (FEDERALLY TAXABLE - BUILD AMERICA BONDS - DIRECT PAYMENT) INTRODUCTION The purpose of this Official Statement is to set forth information concerning the City of Howell (the City ), and the City s 2009 Capital Improvement Bonds (Limited Tax General Obligation) (Federally Taxable - Build America Bonds - Direct Payment) (the Bonds ) in connection with the sale of the Bonds by the City. Information describing the Bonds, summarized on the cover page, is part of this Official Statement. PURPOSE OF THE BONDS The Bonds are being issued pursuant to the provisions of Act 34, Public Acts of Michigan, 2001, as amended ( Act 34 ), and pursuant to a resolution adopted by the City Council of the City on May 4, 2009 (the Resolution ), for the purpose of paying the cost to acquire, construct, furnish and equip street improvements for the City including road reconstruction, sidewalk, curb, gutter and related utility improvements, together with all related appurtenances and attachments. The Bonds will be a first budget obligation of the City, payable from the general funds of the City including collection of ad valorem taxes on all taxable property in the City, subject to applicable constitutional, statutory and charter tax rate limitations. USE OF BOND PROCEEDS 1 The estimated project cost is as follows: Construction, Engineering Fees and Contingencies.... Bond Discount (0.85%) Legal, Financial, Administrative and Publishing Total Project Cost Less: Other City Funds $5,202,450 41,650 55,900 $5,300,000 (400,000) Total Amount of Bond Issue $4,900,000 DESCRIPTION AND FORM OF THE BONDS The Bonds will be issued in book-entry-only form as one fully registered Bond per maturity, without coupons, in the aggregate principal amount for each maturity set forth on the cover page hereof and may be purchased in denominations of $5,000 or any integral multiple thereof. The Bonds will be dated as of Date of Delivery and will bear interest from that date. Interest on the Bonds shall be payable on February 1, 2010 and semiannually each August 1 and February 1 thereafter prior to maturity or earlier redemption. Interest on the Bonds shall be computed using a 360-day year with twelve 30-day months, and the Bonds will mature on the dates and in the principal amounts and will bear interest at the rates as set forth on the cover of this Official Statement. U.S. Bank National Association, Detroit Michigan, or its successor will serve as paying agent (the "Transfer Agent") and also as bond registrar and transfer agent if the Bonds cease to be held in book-entry-only form. For a description of payment of principal and interest, transfers and exchanges and notice of redemption on the Bonds which are held in the book-entry-only system, see "Book-Entry-Only System" below. In the event the Bonds cease to be held in the book-entry-only system, then interest on the Bonds shall be payable when due by check or draft to the person or entity who or which is, as of the fifteenth (15th) day of the month preceding each interest payment date, the registered owner of record, at the owner's registered address. See "Transfer Outside Book-Entry-Only System" herein. REDEMPTION PROVISIONS 1 Optional Redemption Bonds maturing in the years 2010 to 2019, inclusive, shall not be subject to redemption prior to maturity. 1 Preliminary, subject to change A-2

7 Bonds or portions thereof in multiples of $5,000, maturing in the years 2020 to 2029, inclusive, shall be subject to redemption prior to maturity, at the option of the City, in any order of maturity as the City shall determine and within any maturity by lot, on any date on or after August 1, 2019 at par and accrued interest to the date fixed for redemption. 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 set forth below. The bond or portions of bonds to be redeemed shall be selected by lot. Term Bond Maturing August 1, Year Principal Amount $,000,000,000 Maturity Term Bond Maturing August 1, Year Principal Amount $,000,000,000 Maturity August 1, Notice and Effect of Redemption $,000,000,000 Maturity August 1, $,000,000,000 Maturity If any Bonds are called for redemption, the Transfer Agent, on behalf of the City, shall give notice of such redemption at least 30 days prior to the date fixed for redemption. As described herein under "Book-Entry-Only System", as long as the Bonds are registered in the name of DTC or its nominee, redemption notices will be given to DTC only. Conveyance of notices by DTC to DTC Participants and Indirect Participants and, in turn, by the DTC Participants and Indirect Participants to Beneficial Owners (as defined in "Book-Entry-Only System") will be governed by arrangements among them. No further interest on Bonds called for redemption shall accrue after the date fixed for redemption, whether the Bonds are presented for redemption or not, provided the City has money available for such redemption. BOOK-ENTRY-ONLY SYSTEM The information in this section has been furnished by The Depository Trust Company, New York, New York ( DTC ). No representation is made by the City, the Transfer Agent or the Underwriter as to the completeness or accuracy of such information or as to the absence of material adverse changes in such information subsequent to the date hereof. No attempt has been made by the City, the Transfer Agent or the Underwriter to determine whether DTC is or will be financially or otherwise capable of fulfilling its obligations. Neither the City nor the Transfer Agent will have any responsibility or obligation to Direct Participants, Indirect Participants (both as defined below) or the persons for which they act as nominees with respect to the Bonds, or for any principal, premium, if any, or interest payment thereof. DTC will act as securities depository for the Bonds. The Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Bond certificate will be issued for each maturity of the Bonds, each in the aggregate principal amount of such maturity and will be deposited with DTC. DTC, the world s largest depository, is a limited-purpose trust company organized under the New York Banking Law, a banking organization within the meaning of the New York Banking Law, a member of the Federal Reserve System, a clearing corporation within the meaning of the New York Uniform Commercial Code, and a clearing agency registered pursuant to the provisions of Section 17A of the Securities Exchange Act of DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-u.s. equity, corporate and municipal debt issues and money market instruments from over 100 countries that DTC s participants ( Direct Participants ) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-u.s. securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ( DTCC ). DTCC, is the holding company for DTC, the National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-u.s. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly A-3

8 ( Indirect Participants ). DTC has Standard & Poor s highest rating: AAA. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at and Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC s records. The ownership interest of each actual purchaser of each Bond of ( Beneficial Owner ) is in turn to be recorded on the Direct and Indirect Participants records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interest in the Bonds, except in the event that use of the book-entry system for the Bonds is discontinued. To facilitate subsequent transfers, the Bonds deposited by Direct Participants with DTC are registered in the name of DTC s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of the Bonds with DTC and their registration in the name of Cede & Co. or such other nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC s records reflect only the identity of the Direct Participants to whose accounts such Bonds of either issue are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may wish to take certain steps to augment transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Bond documents. For example, Beneficial Owners of the Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of the notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the Bonds within a maturity are being redeemed, DTC s practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed. Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with respect to the Bonds unless authorized by a Direct Participant in accordance with DTC s Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the City as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co. s consenting or voting rights to those Direct Participants to whose accounts the Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Payments of principal, interest and redemption amounts, if any, on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC s practice is to credit Direct Participants accounts upon DTC s receipt of funds and corresponding detail information from the City or Transfer Agent on payable date in accordance with their respective holdings shown on DTC s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in street name, and will be the responsibility of such Participant and not of DTC (nor its nominee), Transfer Agent, or City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payments of principal, interest and redemption amounts, if any, to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) are the responsibility of the City or Transfer Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as securities depository with respect to the Bonds of both issues at any time by giving reasonable notice to the City or Transfer Agent. Under such circumstances, in the event that a successor securities depository is not obtained, Bond certificates are required to be printed and delivered. The City may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, Bond certificates will be printed and delivered. A-4

9 TRANSFER OUTSIDE BOOK-ENTRY-ONLY SYSTEM In the event the Book-Entry-Only System is discontinued, the following provisions would apply to the Bonds. The Transfer Agent shall keep the registration books for the Bonds (the "Bond Register") at its principal corporate trust office. Subject to the further conditions contained in the Resolution (hereinafter defined), the Bonds may be transferred or exchanged for one or more Bonds in different authorized denominations upon surrender thereof at the principal corporate trust office of the Transfer Agent by the registered owners or their duly authorized attorneys; upon surrender of any Bonds to be transferred or exchanged, the Transfer Agent shall record the transfer or exchange in the Bond Register and shall authenticate replacement bonds in authorized denominations, the Transfer Agent shall not be required to effect or register any transfer or exchange of any Bond which has been selected for such redemption, except the Bonds properly surrendered for partial redemption may be exchanged for new Bonds in authorized denominations equal in the aggregate to the unredeemed portion; the City and the Transfer Agent shall be entitled to treat the registered owners of the Bonds, as their names appear in the Bond Register as of the appropriate dates, as the owner of such Bonds for all purposes under the Resolution. No transfer or exchange made other than as described above and in the Resolution shall be valid or effective for any purposes under the Resolution. AUTHORITY The Bonds are issued pursuant to the provisions of Act 34, Public Acts of Michigan, 2001, as amended ( Act 34 ) and pursuant to a resolution duly adopted by the City Council of the City on May 4, 2009 (the Resolution ). MUNICIPAL FINANCE QUALIFYING STATEMENT The City of Howell has filed a Qualifying Statement for the fiscal year ended June 30, The Michigan Department of Treasury has determined that the City is in material compliance with the criteria identified in Section 303 (3) of Act 34. BUILD AMERICA BONDS The City intends to designate the Bonds as Build America Bonds under Section 54AA of the Internal Revenue Code of 1986, as amended (the Code ), and to elect under Code Section 54AA(g) to receive credits from the United States Treasury equal to 35% of the stated interest paid on the Bonds as provided in Code Section However, the City has not covenanted to comply with the requirements of Section 54AA(g) to assure eligibility of the City for receipt of the direct pay interest credit. So long as the City is in compliance with Section 54AA(g), such credits are expected to be paid to the City within 45 days of receipt by the IRS of IRS Form 8038-CP with respect to each interest payment date identifying the amount of interest to be paid. Each such Form may not be filed more than 90 nor less than 45 days prior to the relevant interest payment date. In the Resolution, the City has covenanted to deposit all such credits received by the City, if any, into the Debt Retirement Account. The City reserves the right to issue the Bonds as traditional tax exempt bonds. See POTENTIAL FOR TAX EXEMPT BONDS herein. POTENTIAL FOR TAX EXEMPT BONDS The City reserves the right, in its sole discretion, to issue the Bonds as traditional tax exempt bonds. Any such determination will be made during the pricing process and prior to the execution of a bond purchase agreement between the City and the Underwriter. If the Bonds are issued as traditional tax exempt bonds, the final Official Statement will describe the Bonds as tax-exempt bonds and will include language in the TAX MATTERS section in substantially the form set forth in Section I to this preliminary Official Statement. If the Bonds are sold as traditional tax-exempt bonds, such bonds will not generate a credit payable to the City as described on the cover of this preliminary Official Statement and under BUILD AMERICA BONDS, but will otherwise be secured and payable as described in this preliminary Official Statement. POTENTIAL FOR QUALIFIED TAX-EXEMPT OBLIGATIONS If the Bonds are issued as traditional tax-exempt Bonds, the City may designate the Bonds as qualified tax exempt obligations for purposes of deduction of interest expense by financial institutions pursuant to the Code. SECURITY The Bonds are a first budget obligation of the City, payable from the general funds of the City including the collection of ad valorem taxes on all taxable property in the City, subject to applicable constitutional, statutory and charter tax rate limitations. The rights and 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. CONSTITUTIONAL TAX LIMITATIONS The Michigan Constitution places certain restrictions on new taxes and tax increases and limits taxes for the payment of principal and interest on bonds or other evidences of indebtedness outstanding on or after December 23, 1978, unless such obligations are approved by the electors of the issuing public corporation. A-5

10 On March 15, 1994, the electors of the State approved an amendment to the Michigan Constitution permitting the Legislature to authorize ad valorem taxes on a non-uniform basis. The legislation implementing this constitutional amendment added a new measure of property value known as "Taxable Value." Beginning in 1995, taxable property has two valuations -- State equalized valuation ("SEV") and Taxable Value. Property taxes are levied on Taxable Value. Generally, the Taxable Value of property is the lesser of (a) the Taxable Value of the property in the immediately preceding year, adjusted for losses, multiplied by the lesser of the net percentage change in the property's SEV, or the inflation rate, or 5%, plus additions, or (b) the property's current SEV. Under certain circumstances, therefore, the Taxable Value of property may be different from the same property's SEV. On March 15, 1994, the electors of the State of Michigan also voted to amend the State Constitution to increase the state sales tax from 4% to 6% and to place a yearly cap on property value assessment increases. The State now levies a property tax to finance education, and a higher real estate transfer tax is imposed on the sale of real property. MICHIGAN PROPERTY TAX REFORM PROPOSALS The State Legislature has from time to time considered and is currently considering amendments to Michigan's property tax laws that, if enacted, may have an adverse effect on the City's finances. The ultimate nature, extent and impact of any future amendments to Michigan's property tax laws on the City's finances cannot be predicted. Purchasers of the Bonds should consult with their legal counsel and financial advisors as to the consequences of any such legislation on the market price or marketability of the Bonds, the security therefor and the operations of the City. TAX MATTERS In the opinion of Miller, Canfield, Paddock and Stone, P.L.C. ("Bond Counsel"), the interest on the Bonds is not excluded from gross income for federal income tax purposes under the Internal Revenue Code of 1986, as amended (the "Code"). Bond Counsel expresses no opinion regarding any other federal or state tax consequences relating to the ownership or disposition of, or the accrual or receipt of interest on, the Bonds. The following is a summary of certain of the United States federal income tax consequences of the ownership of the Bonds as of the date hereof. Each prospective investor should consult with its own tax advisor regarding the application of United States federal income tax laws, as well as any state, local, foreign or other tax laws, to its particular situation. This summary is based on the Code, as well as the Treasury Regulations and administrative and judicial rulings and practice. Legislative, judicial and administrative changes may occur, possibly with retroactive effect, that could alter or modify the continued validity of the statements and conclusions set forth herein. This summary is intended as a general explanatory discussion of the consequences of holding the Bonds generally and does not purport to furnish information in the level of detail or with the investor's specific tax circumstances that would be provided by an investor's own tax advisor. For example, it generally is addressed only to original purchasers of the Bonds that are "U.S. holders" (as defined below), deals only with those Bonds held as capital assets within the meaning of Section 1221 of the Code and does not address tax consequences to holders that may be relevant to investors subject to special rules, such as individuals, trusts, estates, tax-exempt investors, foreign investors, cash method taxpayers, dealers in securities, currencies or commodities, banks, thrifts, insurance companies, electing large partnerships, mutual funds, regulated investment companies, real estate investment trusts, FASITs, S corporations, persons that hold the Bonds as part of a straddle, hedge, integrated or conversion transaction, and persons whose "functional currency" is not the U.S. dollar. In addition, this summary does not address alternative minimum tax issues or the indirect consequences to a holder of an equity interest in a holder of the Bonds. As used herein, a "U.S. holder" is a "U.S. person" that is a beneficial owner of a Bond. A "non U.S. holder" is a holder (or beneficial owner) of a Bond that is not a U.S. person. For these purposes, a "U.S. person" is a citizen or resident of the United States, a corporation or partnership created or organized in or under the laws of the United States or any political subdivision thereof (except, in the case of a partnership, to the extent otherwise provided in the Treasury Regulations), an estate the income of which is subject to United States federal income taxation regardless of its source or a trust if (i) a United States court is able to exercise primary supervision over the trust's administration and (ii) one or more United States persons have the authority to control all of the trust's substantial decisions. The Bonds will be treated, for federal income tax purposes as a debt instrument. Accordingly, interest will be included in the income of a holder as it is paid (or, if the holder is an accrual method taxpayer. as it is accrued) as interest. Bondholders that have a basis in the Bonds that is greater than the principal amount of the Bonds should consult their own tax advisors with respect to whether or not they should elect to amortize such premium under Section 171 of the Code. If a Bondholder purchases the Bonds for an amount that is less than the adjusted issue price of the Bonds, and such difference is not considered to be de minimis, then such discount will represent market discount. Absent an election to accrue A-6

11 market discount currently, upon a sale or exchange of a Bond, a portion of any gain will be ordinary income to the extent it represents the amount of any such market discount that was accrued through the date of sale. In addition, absent an election to accrue market discount currently, the portion of any interest expense incurred or continued to carry a market discount bond that does not exceed the accrued market discount for any taxable year, will be deferred. Although the Bonds are expected to trade "flat," that is, without a specific allocation to accrued interest, for federal income tax purposes, a portion of the amount realized on sale attributed to the Bonds will be treated as accrued interest and thus will be taxed as ordinary income to the seller (and will not be subject to tax in the hands of the buyer). The Bonds may be issued with original issue discount ("OID"). Accordingly, Bondholders will be required to include OID in gross income as it accrues under a constant yield method, based on the original yield to maturity of the Bond. Thus, Bondholders will be required to include OID in income as it accrues, prior to the receipt of cash attributable to such income. U.S. holders, however, would be entitled to claim a loss upon maturity or other disposition of such notes with respect to interest amounts accrued and included in gross income for which cash is not received. Such a loss generally would be a capital loss. Bondholders that purchase a Bond for less than its adjusted issue price (generally its accreted value) will have purchased such Bond with market discount unless such difference is considered to be de minimis. Absent an election to accrue market discount currently, upon sale or exchange of a Bond, a portion of any gain will be ordinary income to the extent it represents the amount of any such market discount that was accrued through the date of sale. In addition, absent an election to accrue market discount currently, the portion of any interest expense incurred or continued to carry a market discount bond that does not exceed the accrued market discount for any taxable year will be deferred. A Bondholder that has a basis in the Bond that is greater that its adjusted issue price (generally its accreted value), but that is less than or equal to its principal amount, will be considered to have purchased the Bond with "acquisition premium." The amount of OID that such Bondholder must include in gross income with respect to such Bonds will be reduced in proportion that such excess bears to the OID remaining to be accrued as of the acquisition of the Bond. A Bondholder may have a basis in its pro rata share of the Bonds that is greater that the principal amount of such Bonds. Bondholders should consult their own tax advisors with respect to whether or not they should elect to amortize such premium, if any, with respect to such Bonds under Section 171 of the Code. Upon a sale, exchange or retirement of a Bond, a holder generally will recognize taxable gain or loss on such Bond equal to the difference between the amount realized on the sale, exchange or retirement (less any accrued qualified stated interest which will be taxable as such) and the Bondholder's adjusted tax basis in such Bond. Defeasance of the Bonds may result in a reissuance thereof, in which event an owner will also recognize taxable gain or loss as described in the preceding sentence. Such gain or loss generally will be capital gain (although any gain attributable to accrued market discount of the Bond not yet taken into income will be ordinary). The adjusted basis of the holder in a Bond will (in general) equal its original purchase price and decreased by any principal payments received on the Bond. In general, if the Bond is held for longer than one year, any gain or loss would be long term capital gain or loss, and capital losses are subject to certain limitations. Payments on the Bonds to a non-u.s. holder that has no connection with the United States other than holding its Bond generally will be made free of withholding tax, as long as that holder has complied with certain tax identification and certification requirements. Circular 230 Investors are urged to obtain independent tax advice based upon their particular circumstances. The tax discussion above was not intended or written to be used, and cannot be used, for the purposes of avoiding taxpayer penalties. The tax discussion was written to support the promotion or marketing of the Bonds. LEGAL MATTERS Legal matters incident to the authorization, issuance and sale of the Bonds are subject to the approval of Miller, Canfield, Paddock and Stone, P.L.C., Detroit, Michigan, Bond Counsel. The opinion of Bond Counsel will be substantially in the form as set forth in Section C. BOND COUNSEL'S RESPONSIBILITY The fees of Miller, Canfield, Paddock and Stone, P.L.C. ("Bond Counsel") for services rendered in connection with its 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 and the exemption of the Bonds and the interest thereon from taxation, and as hereafter stated, Bond Counsel has not been retained 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. A-7

12 Bond Counsel has reviewed the statements made in this Official Statement under the captions entitled, "DESCRIPTION AND FORM OF THE BONDS," "PRIOR REDEMPTION," "TRANSFER OUTSIDE BOOK-ENTRY-ONLY SYSTEM," "AUTHORITY," "MUNICIPAL FINANCE QUALIFYING STATEMENT," BUILD AMERICA BONDS, "SECURITY," "CONSTITUTIONAL TAX LIMITATIONS," "TAX MATTERS," "LEGAL MATTERS," "BOND COUNSEL'S RESPONSIBILITY," and "CONTINUING DISCLOSURE." Bond Counsel has not been retained to review and has not reviewed any other portion of this Official Statement for accuracy or completeness, and has not made inquiry of any official or employee of the City or any other person regarding, and has made no independent verification of, such other portions hereof, and further has not expressed and will not express an opinion as to any portions hereof. FINANCIAL ADVISORS TO THE CITY Bendzinski & Co., Municipal Finance Advisors, Detroit, Michigan (the "Financial Advisors") has been retained by the City to provide certain financial advisory services including, among other things, preparation of the deemed "final" Preliminary Official Statement and the final Official Statement (the "Official Statements"). The information contained in the Official Statement was prepared in form by the Financial Advisors and is based on information supplied by various officials from records, statements and reports required by various local, county or state agencies of the State of Michigan in accordance with constitutional or statutory requirements. To the best of the Financial Advisors' knowledge, all of the information contained in the Official Statements, which it assisted in preparing, while it may be summarized is (i) complete and accurate; (ii) does not contain any untrue statement of a material fact; (iii) does not omit any material fact, or make any statement which would be misleading in light of the circumstances under which these statements are being made. However, the Financial Advisors have not and will not independently verify the completeness and accuracy of the information contained in the Official Statements. The Financial Advisors' duties, responsibilities and fees arise solely as financial advisor to the City and they have no secondary obligation or other responsibility. The Financial Advisors' fees are expected to be paid from Bond proceeds. RATING INFORMATION Standard & Poor's Ratings Services has assigned its municipal bond rating as stated on the front cover of this Official Statement, to this issue of Bonds. The assigned rating reflects the independent judgment of the rating agency and there is no assurance that said rating will continue for any period of time or that it will not be revised or withdrawn by the rating agency. A revision or withdrawal of said rating may have an effect on the market price of the securities. CONTINUING DISCLOSURE Prior to delivery of the Bonds, the City will execute a Continuing Disclosure Undertaking (the "Undertaking") for the benefit of the Beneficial Owners (as defined in the Undertaking) of the Bonds to send certain information annually and to provide notice of certain events to certain information repositories pursuant to the requirements of section (b)(5) of Rule 15c2-12 (the "Rule") adopted by the Securities and Exchange Commission under the Securities Exchange Act of The information to be provided on an annual basis, the events which will be noticed on an occurrence basis and the other terms of the Undertaking, are set forth in Section E - "FORM OF CONTINUING DISCLOSURE UNDERTAKING" to this Official Statement. A failure by the City to comply with the Undertaking will not constitute an event of default under the Resolution and Beneficial Owners of the Bonds are limited to the remedies described in the Undertaking. The City has not failed in the last five years to comply with the requirements as described in section (b)(5) of the Rule of any undertaking made by the City. A failure by the City to comply with the Undertaking must be reported by the City in accordance with the Rule and must be considered by any broker, dealer or municipal securities dealer before recommending the purchase or sale of the Bonds in the secondary market. Consequently, such failure may adversely affect the transferability and liquidity of the Bonds and their market price. ABSENCE OF CERTAIN LITIGATION According to City Attorney, Dennis Perkins, there is no litigation to his knowledge, pending or threatened, in any court (either state or federal) which seeks to restrain or enjoin the issuance or delivery of the Bonds, which questions (i) the proceedings under which the Bonds are to be issued, (ii) the validity of the Bonds, (iii) the legal existence of the City or the title to the office of the present officials of the City, or (iv) the ability of the City to operate or any other matter which may materially affect the financial condition of the City. A-8

13 UNDERWRITING BMO Capital Markets GKST Inc. (the "Underwriter"), has agreed to purchase the Bonds from the City at a purchase price of $ (consisting of the par amount of the Bonds plus $ net reoffering premium and less $ underwriting discount) plus accrued interest to the date of delivery. OTHER MATTERS All information contained in this Official Statement, other than that provided by the City, is subject, in all respects, to the complete body of information contained in the original sources thereof and no guaranty, warranty or other representation is made concerning the accuracy or completeness of such information. In particular, no opinion or representation is rendered as to whether any projection will approximate actual results, and all opinions, estimates and assumptions, whether or not expressly identified as such, should not be considered statements of fact. The date of the Preliminary Official Statement is June 5, The information contained herein is subject to revision, amendment and completion. As of that date, the Preliminary Official Statement was deemed "final" by the City for purposes of paragraph (b)(1) of the Rule. This Official Statement has been duly approved, executed and delivered by the City on the date as set forth on the front cover of this Official Statement. CITY OF HOWELL By: /s/ REID S. CHARLES, II, City Manager A-9

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15 SECTION B GENERAL DESCRIPTION AND STATISTICAL INFORMATION B-1

16 CITY OF HOWELL LOCATION AND DESCRIPTION The City of Howell is centrally located within Livingston County in Michigan's lower peninsula, encompassing approximately 4.9 square miles. This City is located 40 miles east of the City of Lansing, 53 miles west of the City of Detroit and 252 miles from the City of Chicago. FORM OF GOVERNMENT The City operates under the Council-Manager form of government. The Mayor is elected for a two-year term and six council members are elected for four and two-year overlapping terms. The City Council appoints the City Manager, City Attorney, Clerk, Treasurer and Assessor who serve at the pleasure of the Council. All other department heads are appointed by the City Manager subject to the approval of the City Council, and serve at his pleasure. POPULATION 2008 Estimated * 9, U.S. Census 9, U.S. Census 8, U.S. Census 6,976 *Source: Southeast Michigan Council of Governments (SEMCOG) FISCAL YEAR July 1 to June 30 PROPERTY VALUATIONS Article IX, Section 3, of the Michigan Constitution provides that the proportion of true cash value at which property shall be assessed shall not exceed 50% of true cash value. The Michigan Legislature by statute has provided that property shall be assessed at 50% of its true cash value. The Michigan Legislature or the electorate may at some future time reduce the percentage below 50% of true cash value. On March 15, 1994, the electors of the State approved an amendment to the Michigan Constitution permitting the Legislature to authorize ad valorem taxes on a non-uniform basis. The legislation implementing this constitutional amendment added a new measure of property value known as "Taxable Value." Since 1995, taxable property has two valuations -- State equalized valuation ("SEV") and Taxable Value. Property taxes are levied on Taxable Value. Generally, Taxable Value of property is the lesser of (a) the Taxable Value of the property in the immediately preceding year, adjusted for losses, multiplied by the lesser of the inflation rate, or 5%, plus additions, or (b) the property's current SEV. Under certain circumstances, therefore, the Taxable Value of property may be different from the same property's SEV. When property is sold or transferred, Taxable Value is adjusted to the SEV, which under existing law is 50% of the current true cash value. The Taxable Value of new construction is equal to current SEV. Taxable Value and SEV of existing property are also adjusted annually for additions and losses. REAL PROPERTY TAX ASSESSMENTS Responsibility for assessing taxable real property rests with the local assessing officer of each city and township. Any property owner may appeal the assessment to the local assessor, the local Board of Review and ultimately to the Michigan Tax Tribunal. The Michigan Constitution also mandates a system of equalization for assessments. Although the assessors for each local unit of government within a county are responsible for actually assessing at 50% of true cash value, adjusted for Taxable Value purposes, the final SEV and Taxable Value are arrived at through several steps. Assessments are established initially by the municipal assessor. Municipal assessments are then equalized to the 50% levels as determined by the County's Department of Equalization. Thereafter, the State equalizes the various counties in relation to each other. SEV is important, aside from its use in determining Taxable Value for the purpose of levying ad valorem property taxes, because of its role in the spreading of taxes between overlapping jurisdictions, the distribution of various State aid programs, State revenue sharing and in the calculation of debt limits Real property that is exempt from property taxes, e.g., churches, government property, public schools, is not included in the SEV and Taxable Value data in the Official Statement. Property granted tax abatements B-2

17 under Act 198, Public Acts of Michigan, 1974, as amended ("Act 198") are recorded on separate tax rolls while subject to tax abatement. The valuation of tax abated property is based upon SEV but is not included in either the SEV or Taxable Value data in the Official Statement except as noted. PERSONAL PROPERTY TAX ASSESSMENTS Michigan personal property tax assessments have been based, since the 1960's, on the use of one or more of several different multiplier tables formulated by the State Tax Commission against taxpayer reported original cost, depending on the assessor's view of the average life of the personal property. The Michigan Department of Treasury has approved revisions to the State's personal property tax tables effective for the year 2001 which may reduce overall personal property tax revenues in some jurisdictions. The State Tax Tribunal has informally indicated that it may allow the new multipliers to be applied retroactively in pending personal property tax appeals. In anticipation of the new multipliers, many personal property taxpayers have filed appeals of their existing tax assessments. In an unpublished, non-precedential opinion, the Michigan Court of Appeals, in Valassis Communications v. City of Livonia, affirmed a decision of the State Tax Tribunal that the new depreciations schedule, which became effective in 2000, could be retroactively applied and used to determine the true cash value of the subject property for the 1999 tax year. In its unpublished opinion, the court held that the controlling factor is whether the method used most accurately reflects the property's true cash value. The court determined that based upon the facts of the case, the old multipliers (in effect for the 1999 tax year) did not accurately reflect the property's true cash value and that the 2000 multipliers more accurately reflected the property's true cash value. In January 2004, the Michigan Court of Appeals, in County of Wayne v. Michigan State Tax Commission, affirmed the use of at least one of the revised multiplier tables by the State Tax Tribunal in determining personal property tax appeals. The Court of Appeals upheld a recent Tax Tribunal ruling authorizing the use of the revised multiplier developed by the State Tax Commission to determine the true cash value of public-utility electric transmission and distribution property on the ground that the multiplier tables, as finalized, did not violate the State constitutional requirements for personal property tax valuation. It is estimated that the use of the revised public-utility multiplier will result in an aggregate loss of approximately $250,000,000 in local tax revenue to the State. The financial impact of the revised public-utility multiplier, changes in other multipliers and any appeals, if successful, on the City's general operating revenues is unknown at this time. APPEAL OF PROPERTY ASSESSMENTS Property taxpayers may appeal their assessments to the Michigan Tax Tribunal. Unless otherwise ordered by the Tax Tribunal, before the Tax Tribunal renders a decision on an assessment appeal, the taxpayer must have paid the tax bill. The City has two tax appeals pending before the Tax Tribunal (including personal property appeals), none of which are expected to have a significant impact on the City's State Equalized Valuation, Taxable Value or the resulting taxes. INDUSTRIAL FACILITIES TAX The Michigan Plant Rehabilitation and Industrial Development District Act (Act 198, Public Acts of Michigan, 1974, as amended) ("Act 198") provides significant property tax incentives to industry to renovate and expand aging industrial facilities and to build new industrial facilities in Michigan. Under the provisions of Act 198, qualifying cities, villages and townships may establish districts in which industrial firms are offered certain property tax incentives to encourage restoration or replacement of obsolete industrial facilities and to attract new industrial facilities. Property owners situated in such districts pay an Industrial Facilities Tax ("IFT") in lieu of ad valorem property taxes on plant and equipment for a period of up to 12 years. For rehabilitated plant and equipment, the IFT is determined by calculating the product of the taxable value of the replacement facility in the year before the effective date of the abatement certificate multiplied by the total mills levied by all taxing units in the current year. For abatements granted prior to January 1, 1994, new plant and equipment is taxed at one-half the total mills levied by all taxing units, except for mills levied for local school district operating purposes or under the State Education Tax Act, plus one-half of the number of mills levied for local school district operating purposes in For new facility abatements granted after 1993, new plant and equipment is taxed at one-half of the total mills levied as ad valorem taxes by all taxing units, except mills levied under the State Education Tax Act, plus the number of mills levied under the State Education Tax Act. For new facility abatements granted after 1993, the State Treasurer may permit abatement of all, none or one-half of the mills levied under the State Education Tax Act. It must be emphasized, however, that ad valorem property taxes on land and inventory are not reduced in any way since both land and inventory are specifically excluded under Act 198. The City has 20 IFT exemption certificates currently outstanding, aggregating $17,683,313 in 2009 Equivalent Taxable Value. B-3

18 Year HOUSING MARKET PRICE DECLINES HISTORY OF PROPERTY VALUATIONS State Equalized Valuation $439,530, ,272, ,891, ,227, ,087, ,877, ,465, ,826, ,914, ,083,800 Taxable Value $380,357, ,903, ,675, ,267, ,574, ,737, ,315, ,393, ,419, ,873,858 There has been a broad-based decline in the market prices of existing single-family homes in the United States since the beginning of calendar year 2006, resulting in a slowing in appreciation and, more recently, declines in single-family home assessed valuation and in other real property assessed valuation. The 2009 Residential SEV in the City was $186,566,300 compared to the 2008 Residential SEV of $213,288,500, a decline of 12.5%. The City s total 2009 SEV, was $439,530,200, compared to the total 2008 SEV of $459,272,900, a decline 4.3%. If the City s total SEV in any year falls below the City s Taxable Value for the prior year, the reduced SEV will become the City s Taxable Value, and each mill that the City levies against the reduced Taxable Value will produce less property tax receipts than the same mill levied in the prior year. An analysis of State Equalized Valuation is as follows: Real Property Personal Property TOTAL 2009 $391,522,000 48,008,200 $439,530,200 BY CLASS 2008 $409,557,600 49,715,300 $459,272, $419,515,400 54,376,500 $473,891,900 BY USE Residential $186,566,300 $213,288,500 $230,355,200 Commercial 153,890, ,897, ,498,000 Industrial 51,065,300 49,371,400 48,662,200 Personal Property 48,008,200 49,715,300 54,376,500 TOTAL $439,530,200 $459,272,900 $473,891,900 B-4

19 An analysis of Taxable Value is as follows: Real Property Personal Property TOTAL Residential Commercial Industrial Personal Property TOTAL 2009 $332,349,437 $380,357, $173,784, ,395,966 45,168,798 48,008,200 $380,357,637 Source: Livingston County Equalization Department 48,008,200 MAJOR TAXPAYERS BY CLASS 2008 $341,187,954 49,715,300 $390,903,254 BY USE 2008 $189,163, ,176,132 43,848,625 49,715,300 $390,903, $340,298,986 54,376,500 $394,675, $195,087, ,319,840 42,891,985 54,376,500 $394,675,486 According to City officials, the 2009 Taxable Value of each of the City's major taxpayers is as follows: Name of Taxpayer Ogihara America Corp. (1), * Citizens Insurance Co. Alpha Technology (2) * Key Plastics, LLC (1), (3) * International Paper Co. Yorkshire Apartments Chem Trend Ltd. Product/Service Automotive body panel stamping & subassemby Insurance PBG Michigan, LLC Pepsi Cola bottling company 10,353,876 Burwick Farms Apartments (1) Multi family housing 8,860,969 Locksets, handles, plastic molding machines Manufacturer of thermo plastics Paper packaging Multi family housing Manufacturer of chemicals and lubricants 2009 Taxable Value $34,831,200 17,488,394 5,754,076 5,271,800 6,177,235 4,371,059 3,893,207 DTE Energy Utility 3,454,148 * Automotive related. (1) These taxpayers are appealing their real property valuations. See "PERSONAL PROPERTY TAX ASSESSMENTS AND APPEALS", herein. (2) This taxpayer is appealing its personal property valuations. See "PERSONAL PROPERTY TAX ASSESSMENTS AND APPEALS", herein. (3) Key Plastics, LLC has filed bankruptcy. Source: City of Howell B-5

20 City of Howell Fire Authority Howell District Library County of Livingston** State Education Tax (SET) Total All Jurisdictions - Operating Howell School District - Local - Debt Livingston County Inter. School District TAX RATES* (Per $1,000 of Taxable Value) 2008 Principal Residence $ $ Non Principal Residence $ $ Principal Residence $ $ Non Principal Residence $ $ Principal Residence $ $ Non Principal Residence $ $ * Principal Residence (formerly known as Homestead) means a dwelling or unit in a multiple-unit dwelling subject to ad valorem property taxes that is owned and occupied as a principal residence by the owner of the dwelling or unit. Principal Residence includes all unoccupied property classified as agricultural adjacent and contiguous to the home of the owner that is not leased or rented by the owner to another person if the gross receipts of the agricultural or horticultural operations, if any, exceed the household income of the owner. If the gross receipts of the agricultural or horticultural operations do not exceed the household income of the owner, the Principal Residence includes only 5 acres adjacent and contiguous to the home of the owner. Principal Residence includes a life care facility registered under the living care disclosure act, Act No. 440, Public Acts of 1976, being sections to of the Michigan Compiled Laws. Principal Residence also includes property owned by a cooperative housing corporation and occupied as a principal residence by tenant stockholders. Non Principal Residence (formerly known as Non-Homestead) is property not included in the above definition. ** Includes Huron Clinton Metro Authority. Source: City of Howell TAX RATE LIMITATIONS The City is authorized pursuant to the City Charter to levy the following tax rates: Maximum Maximum Millage Millage Expiration Purpose Authorized to be Levied (1) Date of Millage General Operating $20.00 $ In Perpetuity (1) See CONSTITUTIONAL TAX LIMITATIONS on page A-6. The City may levy taxes in excess of the above limitation pursuant to state law for the following purposes: Rate (per $1,000 of Purpose Authority Taxable Value) Refuse Collection Act 298, P.A. of Michigan and Disposal 1917, as amended $3.00 Police & Fire Pension Act 345, P.A. of Michigan Amount Required to Requirements 1937, as amended Make Contribution B-6

21 In addition, Article IX, Section 6, permits the levy of millage in excess of the above for: 1. All debt service on tax supported bonds issued prior to December 23, 1978 or tax supported issues which have been approved by the voters for which the issuer has pledged its full faith and credit. 2. Operating purposes for a specified period of time provided that said increase is approved by a majority of the qualified electors of the local unit. 3. Payment of valid judgments levied in accordance with State law. CONSTITUTIONAL MILLAGE ROLL-BACK Article IX, Section 31 of the Michigan Constitution requires that if the total value of existing taxable property in a local taxing unit, exclusive of new construction and improvements, increases faster than the U.S. Consumer Price Index from one year to the next, the maximum authorized tax rate for that local taxing unit must be permanently reduced through a Millage Reduction Fraction unless reversed by a vote of the electorate of the local taxing unit. Year * 2004 * TAX LEVIES AND COLLECTIONS Tax Levy $5,978,741 5,762,657 5,727,045 5,402,159 5,530,304 5,171,663 4,862,310 4,578,148 4,395,875 Collections to March 1 of Following Year $5,629,130 5,448,966 5,433,675 5,208,416 5,353,032 5,002,881 4,708,881 4,445,351 4,253, % 94.56% 94.88% 96.41% 96.79% 96.74% 96.84% 97.10% 96.76% ,059,225 3,899, % *Includes Industrial Facility Tax. Taxes levied for 2004 and 2005 have been adjusted to STC ruling. Source: Treasurer, City of Howell The City's taxes are due and payable on July 1 and a lien created upon the assessed property on December 31, each year. Taxes remaining unpaid on the following March 1st are turned over to the County Treasurer for collection. The General Property Tax Act was amended by Act 123 of Public Acts, Michigan, 1999 ("Act 123") which made extensive revisions to the procedures for collection of delinquent real property taxes. In general, for real property taxes levied after December 31, 1998, all property returned for delinquent taxes is subject to forfeiture, foreclosure and sale for the delinquent taxes in lieu of the tax lien sale held heretofore by the County Treasurer on the second Monday in May (which followed by twenty six (26) months the return of the delinquent taxes). Act 123 has the effect of shortening the process for collection of delinquent real property taxes from approximately six years (including statutory redemption periods) to approximately four years. Act 123 will not affect the obligation or authority of the City to levy any taxes necessary for payment of debt service on general obligation limited tax bonds of the City, including the Bonds offered herein. Livingston County has established a Delinquent Tax Revolving Fund which pays all real property taxes returned delinquent to the County Treasurer as of March 1st of each year. If feasible, it is anticipated that the County will continue to reimburse the City for any uncollected taxes, but there is no assurance that this will be the case since the County is not obligated to continue this fund in future years. Uncollected personal property taxes must be collected by the local treasurer and are negligible. B-7

22 REVENUES FROM THE STATE OF MICHIGAN The City receives revenue sharing payments from the State of Michigan under the State Constitution and the State Revenue Sharing Act of 1971, as amended (the "Revenue Sharing Act"). The table appearing at the end of this section shows State revenue sharing distributions received by the City during the City's past five fiscal years, and the estimated receipts for the City's current fiscal year. In addition to payments of revenue sharing moneys, the State pays the City to support judges' salaries, as well as other miscellaneous state grants. Revenue sharing payments and other moneys paid to municipalities (other than the portion that is mandated by the State Constitution) are subject to annual appropriation by the State Legislature, and may be reduced or delayed by Executive Order during any fiscal year in which the Governor, with the approval of the Legislature's appropriation committees, determines that actual revenues will be less than the revenue estimates on which appropriations were based. The Legislature and Governor have modified the appropriations at various times over the past several years in order to balance the State s general fund budget and may do so in the future. If revenue sharing dollars received by the State are less than anticipated and the City's revenue sharing distribution is reduced, the City intends to make certain adjustments as necessary to balance its budget. Purchasers of the Bonds should be alert to further modifications to revenue sharing payments to Michigan local governmental units, to the potential consequent impact upon the City's general fund condition, and to the potential impact upon the market price or marketability of the Bonds resulting from changes in revenues received by the City from the State. The following table sets forth the annual revenue sharing payments and other moneys received by the City for the fiscal years ended June 30, 2004 through June 30, 2008, and the currently anticipated revenue sharing payments to be received in the fiscal years ending June 30, 2009 and Fiscal Year Ending June , , , , , ,382 (1) Based on the City s budgets for fiscal years ending June 30, 2010 and 2009, respectively. Source: City of Howell audited Comprehensive Annual Financial Reports (1) (2) LABOR AGREEMENTS Revenue Sharing Payments $839,000 The City has four (4) employee bargaining units which have negotiated comprehensive salary, wage, fringe benefit and working conditions contracts with the City. The duration of these agreements are as follows: * Wage reopen June 30, 2009 Number of Employee Group Employees Expiration Date of Contract TPOAM - Supervisory Group 4 June 30, 2011 * TPOAM - Administrative 11 June 30, 2011 * TPOAM - DPW 21 June 30, 2009 POAM - Police 14 June 30, 2009 B-8

23 Defined Benefit Pension Plan RETIREMENT PLAN All full-time City employees are members of the Michigan Municipal Employees Retirement System of Michigan (MERS) an agent multiple employer defined benefit pension plan. Under MERS, the City's contributions are based on the annual actuarial review. The City's annual pension cost for the fiscal year ended June 30, 2008 of $526,521 for the plan was equal to its required actual contribution in accordance with actuarially determined contribution requirements determined through an actuarial valuation performed at December 31, Defined Contribution Pension Plan The Downtown Development Authority (DDA) provides pension benefits to its director and assistant director through a defined contribution plan. Benefits depend solely on amounts contributed to the plan plus investment earnings. The DDA contributes 10% of the employees gross wages. For the fiscal year end June 20, 2008, the DDA contributed $6,700 and no contributions were made by the employees. Source: City of Howell audited Comprehensive Annual Financial Report for fiscal year end June 30, 2008 OTHER POST-EMPLOYMENT BENEFITS In addition to the pension benefits described under RETIREMENT PLAN above, the City provides health care benefits to all employees with a minimum of 15 years of service. For employees with 20 or more years of service, the City will pay the full cost of the benefits; for those 15 to 19 years of service, the City pays between 75% and 95%. Currently 26 retirees are eligible. Expenditures for these benefits were approximately $136,749 for the year ended June 30, The Governmental Accounting Standards Board has promulgated accounting and financial reporting standards ( GASB Statement No. 45 ), which require accrual-based measurement and recognition of certain other post-employment benefits ( OPEB ) cost over a period that approximates employees years of service and provides information about actuarial accrued liabilities associated with OPEB. The City is not required to adopt the standards set forth in GASB Statement No. 45 until its fiscal year. Source: City of Howell audited Comprehensive Annual Financial Report for fiscal year end June 30, 2008 GENERAL FUND-FUND BALANCE The City's General Fund fund balance for the last five years has been as follows: Fiscal Year Ending June Fund Balance $1,823,523 3,315,225 2,435,049 2,670, ,755,045 *As restated in June 30, 2007 audit Source: City of Howell audited Comprehensive Annual Financial Reports * B-9

24 DEBT STATEMENT * (As of May 31, 2009, including Bonds described herein) DIRECT DEBT: General Obligation Bonds 03/01/1995 City Share, LT $175,000 11/01/2003 Capital Improvements, LT 280,000 02/01/2005 City Share, LT 1,350,000 Dated Date of Delivery Street, LT (new issue) 4,900,000 $6,705,000 Special Assessment Bonds 03/01/1995 Public Improvements, LT 145,000 Authority Bonds 09/01/2000 Water & Sewer, LT 200, ,000 06/01/1994 City Hall, LT 70,000 Revenue Bonds 11/01/1998 Water Refunding 810,000 Installment Purschase Contracts* 0 TOTAL DIRECT DEBT $7,930,000 Less: Special Assessment Bonds 345,000 Revenue Bonds 810,000 1,155,000 NET DIRECT DEBT $6,775,000 OVERLAPPING DEBT: 15.86% Howell School District $161,457,000 $25,607, % Livingston Large 15,855, , % Livingston Intermediate School District 2,115, , % Howell Area District Library 0 0 TOTAL OVERLAPPING DEBT $26,414,068 NET DIRECT AND OVERLAPPING DEBT $33,189,068 Source:Municipal Advisory Council of Michigan * Preliminary, subject to change. DEBT RATIOS: Per Capita 2009 State Equalized Valuation $45, Per Capita 2009 True Cash Value $90, Per Capita Net Direct Debt $ Per Capita Combined Net Direct and Overlapping Debt $3, Percent of Net Direct Debt of 2009 State Equalized Valuation 1.54% Percent of Net Direct and Overlapping Debt of 2009 State Equalized Valuation 7.55% Percent of Net Direct Debt of 2009 True Cash Value 0.77% Percent of Net Direct and Overlapping Debt of 2009 True Cash Value 3.78% * Act 99 of 1933, as amended, provides for the acquisition of any real or personal property through the use of a contract or agreement to be paid for in installments, provided the outstanding balance of all such purchases, exclusive of interest, shall not exceed 1 1/4% of the Taxable Value of real and personal property in the City. The amount of such contracts or agreements cannot exceed $4,754,470 (1 1/4% of the City's 2009 Taxable Value of $380,357,637). B-10

25 SCHEDULE OF BOND MATURITIES * (As of May 31, 2009, including Bonds described herein) General Special Obligation Authority Assessment Revenue Year Bonds Bonds Bonds Bonds 2009 $225,000 $70,000 $190,000 $260, , , , , , , , , , , , , , , , , , , , , , , , , , $6,705,000 $70,000 $345,000 $810,000 DEBT HISTORY: There is no record of default. FUTURE BONDING: The City will issue $1,950,000 of Sewage Disposal System Revenue Bonds concurrently with the Capital Improvement Bonds (Limited Tax General Obligation) described herein. The City also anticipates issuing Water Supply Revenue Bonds in the principal amount of $5,295,000 through the State Drinking Water Revolving Fund Program scheduled to close on June 22, * Preliminary, subject to change. B-11

26 STATEMENT OF LEGAL DEBT MARGIN * (As of May 31, 2009, including Bonds described herein) 2009 State Equalized Valuation $439,530,200 Plus Assessed Value Equivalent 2009 SEV of Act 198 exemptions 17,881,900 Total Valuation $457,412,100 Debt Limit (10% of State Equalized Valuation) $45,741,210 Amount of Outstanding Debt (Debt Statement) $7,930,000 Less: (2-a) Special Assessment Bonds 345,000 (2-d) Revenue 810,000 6,775,000 LEGAL DEBT MARGIN $38,966,210 (1) Act 279, Public Acts of Michigan, 1909, as amended, and the City Charter of the City, provide that the net indebtedness of the City shall not exceed 10% of all assessed real and personal property in the City, plus assessed value equivalent of certain City revenues as determined under this Act, plus Act 198 and Act 255 specific tax levies. (2) Bonds which are not included in the computation of legal debt margin according to said Act 279 are: (a) Special Assessment Bonds; (b) Mortgage Bonds; (c) Transportation Fund Notes; (d) Revenue Bonds; (e) Bonds issued, or contracts or assessment obligations incurred, to comply with an order of the Water Resources Commission or a court of competent jurisdiction; (f) Other obligations incurred for water supply, sewage, drainage or refuse disposal projects necessary to protect the public health by abating pollution; (g) Bonds issued, or contracts or assessment obligations incurred, for the construction, improvement or replacement of a combined sewer overflow abatement facility; (h) Bonds issued to pay premiums or establish self-insurance contracts in accordance with Act 34, Public Acts of Michigan, 2001, as amended. * Preliminary, subject to change. B-12

27 MAJOR EMPLOYERS According to City officials, major employers in the City are as follows: Firm Name Citizens Insurance St. Joseph Mercy Hospital Howell Public Schools Livingston County Livingston Educational Service Pepsi Cola Company Product/Service Insurance Health services Education Government Education Beverage of Employees Tri-State Hospital Supply Medical supplies 262 Ogihara America Corp. (HQ) (1) Automotive body panel stamping & subassembly 256 Alpha Technology (1) Locksets, handles, plastic molding machines 205 Key Plastics, LLC (1) (2) Automotive 190 (1) Automotive related employers (2) Key Plastice has filed bankruptcy Source: Audited Comprehensive Annual Financial Report - Fiscal Year Ending June 30, 2008 INDUSTRIAL CHARACTERISTICS Approximate Number In addition to the above major employers, according to the 2009 Michigan Manufacturers Directory, other employers in the City include the following: Approximate Number Firm Name Chem-Trend, Inc. Livingston County Daily Press & Argus Marelco Power Systems, Inc. International Paper Co. In addition, the City has: Product/Service Chemicals Newspaper publishing & commercial printing Power supplies Corrugated containers Number of Employers Number of Employees of Employees B-13

28 LABOR CHARACTERISTICS The 2000 U.S. Census of Population lists the labor force characteristics for the City of Howell, for employed persons 16 years and over, as follows: BY OCCUPATION: Number of Employees Management, professional and related occupations Service occupations Sales and office occupations Farming, forestry and fishing occupations Construction, extraction and maintenance occupations Production, transportation and material moving occupations TOTAL ,471 1,425 4,843 BY INDUSTRY: Number of Employees Agriculture, forestry, fishing, hunting and mining Construction Manufacturing ,098 Wholesale trade Retail trade Transportation and warehousing, and utilities Information Finance, insurance, real estate, rental and leasing Professional, scientific, management, administrative and waste management services Educational, health and social services Arts, entertainment, recreation, accommodation and food services Other professional and related services Public administration TOTAL ,843 {This space is left intentionally blank.} B-14

29 COMMERCIAL CHARACTERISTICS An estimate of retail sales for the County of Livingston as shown by the 2009 "Editor and Publisher Market Guide" is as follows: Automotive Furniture Electrical Building Materials Food/Beverage Health Gasoline Apparel General Merchandise o As of Thousands County of Livingston Number of Stores o City of Howell Estimates of Sales 5 County of Livingston $786,606 63,547 47, , , , ,618 66, ,290 City of Howell $25,957 1, ,264 9, ,494 2,208 0 BUILDING PERMITS The number of residential building permits issued in the City during the last three calendar years are as follows: Single Family Multi-Family Commercial Other Total Source: City of Howell Number of Permits Estimated Value $ $0 Number of Permits Estimated Value $ ,614 $12,614 RESIDENTIAL CHARACTERISTICS Number of Permits Estimated Value $940, ,248,394 0 $2,189,171 There are 4,087 housing units located within the City according to the 2000 U.S. Census of Population and Housing, of which 94.3% are year-round homes; 56.9% are owner-occupied. A breakdown of the dwelling units are as follows: Single Family 47.6% Multi Family Mobile Home 41.3% 11.1% According to the 2000 U.S. Census of Population and Housing, the median value of an owner-occupied residence in the City is $145,200. B-15

30 INCOME CHARACTERISTICS There were 3,851 households in the City in 1999, according to the 2000 U.S. Census, which had a median household income of $43,958. A breakdown of the income for the City's households is as follows: Income of Households Less than $10,000 $10,000 to $14,999 $15,000 to $24,999 $25,000 to $34,999 $35,000 to $49,999 $50,000 to $74,999 $75,000 to $99,000 $100,000 to $149,999 $150,000 or more The per capita income for the City in 1999 was $22,254. Number of Households AGE STATISTICS Age groups for the City's residents, according to the U.S. Census, are as follows: Under 5 Years 5 to 19 Years 20 to 24 Years 25 to 44 Years 45 to 64 Year Over 65 Years 1990 Percentage 8.1% 20.8% 7.4% 34.3% 15.3% 14.1% Percentage 7.4% 19.3% 8.3% 33.6% 18.9% 12.5% EDUCATIONAL CHARACTERISTICS The primary and secondary educational needs of the residents of the City are adequately handled by the Howell public school district which serves the City. Higher educational opportunities are available at the following institutions, which are located within driving distance of the City's residents: Baker College Cleary College Lansing Community College Washtenaw Community College According to the 2000 U.S. Census, the educational characteristics for the City of Howell are as follows: Years of School Completed Persons 25 and Over Less than 9th grade 9th to 12th grade, no diploma High school graduate Some college, no degree Associate degree Bachelor s degree Graduate or professional degree 3.4% 8.6% 32.1% 26.3% 6.0% 17.1% 6.5% B-16

31 UTILITIES The City operates its own water distribution and sewage collection systems and water and sewage treatment plant. Electric service is provided by DTE Energy and natural gas service by Consumers Energy. TRANSPORTATION The City is traversed by Michigan Highway 59 and I-96. The City is located approximately 20 miles east of the of the Lansing Capital Region International Airport, approximately 50 miles west of Detroit Metropolitan Airport and approximately 35 miles Southwest of Flint Bishop Airport. BANKING The banking needs of the City's residents can be adequately served by the following, all of which have branches located in the City: Source: City of Howell Citizens Bank First National Bank in Howell Flagstar Bank, FSB National City Bank Fifth Third Bank B-17

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33 SECTION C FORM OF LEGAL OPINION C-1

34 Founded in 1852 by Sidney Davy Miller Miller, Canfield, Paddock and Stone, P.L.C. One Michigan Avenue, Suite 900 Lansing, Michigan TEL (517) FAX (517) MICHIGAN: Ann Arbor Detroit Grand Rapids Kalamazoo Lansing Saginaw Troy FLORIDA: Naples ILLINOIS: Chicago NEW YORK:New York CANADA: Toronto Windsor CHINA: Shanghai MEXICO: Monterrey POLAND: Gdynia Warsaw Wrocław, 2009 [PROPOSED FORM OF APPROVING OPINION FEDERALLY TAXABLE BUILD AMERICA BONDS DIRECT PAYMENT] City of Howell County of Livingston State of Michigan We have acted as bond counsel to the Cityof Howell, Countyof Livingston, State of Michigan (the Issuer ) in connection with the issuance by the Issuer of bonds in the aggregate principal sum of $, designated 2009 Capital Improvement Bonds (Limited Tax General Obligation) (Federally Taxable Build America Bonds Direct Payment) (the Bonds ). In such capacity, we have examined such law and the transcript of proceedings relating to the issuance of the Bonds and such other proceedings, certifications and documents as we have deemed necessary to render this opinion. The Bonds are in fully-registered form in the denomination of $5,000 each or multiples thereof, numbered in order of registration, bearing original issue date of 2009, payable as to principal and interest as provided in the Bonds, subject to redemption prior to maturityin the manner, at the times and at the prices specified in the Bonds. As to questions of fact material to our opinion, we have relied on the certified proceedings and other certifications of public officials and others furnished to us. Based upon the foregoing, we are of the opinion that, under existing law: 1. The Bonds have been dulyauthorized and executed by the Issuer, and are valid and binding obligations of the Issuer. 2. All taxable property within the boundaries of the Issuer is subject to taxation for payment of the Bonds, subject to applicable constitutional, statutory and charter tax rate limitations. 3. Interest on the Bonds is not excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended. We express no opinion regarding any other federal or state tax consequences related to the ownership or disposition of, or the accrual or receipt of interest on, the Bonds. Investors are urged to obtain C-1

35 MILLER, CANFIELD, PADDOCK AND STONE, P.L.C. Cityof Howell -2-,2009 independent tax advice based upon their particular circumstances. The tax opinions herein were not intended to be used, and cannot be used, for the purpose of avoiding taxpayer penalties. These opinions were written to support the promotion or marketing of the Bonds. 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. This opinion is given as of the date hereof, and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that mayhereafter come to our attention, or any changes in law that may hereafter occur. Very truly yours, MILLER, CANFIELD, PADDOCK AND STONE, P.L.C. DELIB: \ C-2

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37 SECTION D GENERAL FUND FINANCIAL STATEMENTS OF THE CITY OF HOWELL FOR THE FISCAL YEARS ENDED JUNE 30, 2008, 2007 AND 2006 D-1

38 FINANCIAL INFORMATION The following financial information has been compiled from information provided in the City of Howell s audited General Purpose Financial Statements for the fiscal years ended June 30, 2008, 2007 and These audited Comprehensive Annual Financial Reports were prepared in accordance with the Generally Accepted Accounting Principles. The City s auditors have not been asked to consent to the use of information from such audited Comprehensive Annual Financial Reports in the Preliminary Official Statement nor the final Official Statement and have not conducted any subsequent review of such audited Comprehensive Annual Financial Reports or of the information presented in this Section D. Copies of audited Comprehensive Annual Financial Reports of the City may be obtained from any of the following NRMSIR's, the SID and the State of Michigan - Department of Treasury. NRMSIR's Bloomberg Municipal Repository DPC Data Inc. 100 Business Park Drive One Executive Drive Skillman, NJ Fort Lee, NJ Telephone: Telephone: Fax: Fax: Munis@Bloomberg.com nrmsir@dpcdata.com Website: Website: Standard & Poor s Securities Evaluations, Inc. Interactive Data Pricing and Reference Data, Inc. 55 Water Street Attn: NRMSIR 45th Floor 100 William Street, 15th Floor New York, NY New York, NY Telephone: Telephone: Fax: Fax: nrmsir_repository@sandp.com NRMSIR@interactivedata.com Website: Website: Beginning July 1, 2009, the sole NRMSIR shall be Municipal Securities Rulemaking Board SID Municipal Advisory Council of Michigan Local Audit and Finance Division 1445 First National Building Lansing, MI Detroit, MI Telephone: (517) Telephone: Website: Fax: mac@macmi.com Website: MICHIGAN DEPARTMENT OF TREASURY D-2

39 CITY OF HOWELL GENERAL FUND - BALANCE SHEET FOR YEARS ENDED JUNE 30 ASSETS Cash and investments $2,235,291 $2,191,924 $2,382,491 Receivables - Taxes 15,458 18,930 24,743 Special assessments 0 0 5,348 Accounts 57,033 50,878 36,730 Due from other funds 43, ,206 51,863 Due from other component units 419, ,647 0 Due from other governmental units 221, , ,588 Prepaid costs and other assets 124, , ,343 TOTAL ASSETS $3,116,380 $3,817,686 $2,984,106 Liabilities: LIABILITIES AND FUND EQUITY Accounts payable $106,386 $65,681 $443,515 Accrued and other liabilities 108, ,635 48,087 Due to other funds 1,037, ,931 99,086 Due to other governmental units ,297 Deferred revenue 40,713 23,214 5,348 TOTAL LIABILITIES 1,292, , ,333 Fund Balances Reserved for: Law enforcement 0 0 5,103 Prepaid expenses 124, , ,343 Donations 0 0 1,263 Unreserved: Designated for subsequent year expenditures 0 431,694 0 Undesignated 1,699,156 2,778,604 2,139,064 TOTAL FUND EQUITY 1,823,523 3,315,225 2,270,773 TOTAL LIABILITIES AND FUND EQUITY $3,116,380 $3,817,686 $2,984,106 Source: City of Howell audited financial statements D-3

40 REVENUES: CITY OF HOWELL GENERAL FUND STATEMENT OF REVENUES AND EXPENDITURES AND CHANGES IN FUND BALANCE AS OF JUNE Property taxes $5,664,783 $5,497,264 $5,048,896 Licenses and permits 191, , ,127 Intergovernmental 876, ,506 0 Federal sources ,440 State and local sources ,323 Charges for services 155, , ,312 Fines and forfeitures 77,790 60,507 76,793 Interest ,159 Investment and rental income 138, , ,009 Other 250, , ,479 TOTAL REVENUES 7,354,952 7,365,615 6,920,538 EXPENDITURES: General government 1,993,404 2,010,805 2,242,082 Public safety 2,230,139 2,149,547 2,544,557 Public works 532, , ,223 Community development 353, ,617 0 Recreation and culture 33,054 32, ,952 Capital outlay ,282 TOTAL EXPENDITURES 5,142,772 4,928,478 5,437,096 EXCESS OF REVENUES OVER (UNDER) EXPENDITURES 2,212,180 2,437,137 1,483,442 OTHER FINANCING SOURCES (USES): Operating transfers in 117, ,651 14,600 Operating transfers out (3,821,614) (1,661,612) (1,898,025) TOTAL OTHER FINANCING SOURCES (USES) (3,703,882) (1,556,961) (1,883,425) EXCESS OF REVENUES AND OTHER SOURCES OVER (UNDER) EXPENDITURES AND OTHER USES (1,491,702) 880,176 (399,983) FUND BALANCE AT BEGINNING OF THE YEAR 3,315,225 2,435,049 * 2,670,756 RESIDUAL EQUITY TRANSFER FUND BALANCE AT END OF YEAR $1,823,523 $3,315,225 $2,270,773 *As restated in audit Source: City of Howell audited financial statements D-4

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65 SECTION E FORM OF CONTINUING DISCLOSURE UNDERTAKING E-1

66 FORM OF CONTINUING DISCLOSURE UNDERTAKING This Continuing Disclosure Undertaking (the Undertaking ) is executed and delivered by the City of Howell, County of Livingston, State of Michigan (the City ), in connection with the issuance of the City s $4,900, Capital Improvement Bonds (Limited Tax General Obligation) (Federally Taxable - Build America Bonds - Direct Payment) (the Bonds ). The City covenants and agrees for the benefit of the Bondholders, as hereinafter defined, as follows: (a) Definitions. The following terms used herein shall have the following meanings: Audited Financial Statements means the annual audited financial statement pertaining to the City prepared by an individual or firm of independent certified public accountants as required by Act 2, Public Acts of Michigan, 1968, as amended, which presently requires preparation in accordance with generally accepted accounting principles. Bondholders shall mean the registered owner of any Bond or any person (a) with the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bond (including any person holding a Bond through a nominee, depository or other intermediary) or (b) treated as the owner of any Bond for federal income tax purposes. Disclosure Representative means the City Treasurer of the City or his or her designee, or such other officer, employee, or agent as the City shall designate from time to time in writing. DisclosureUSA means the internet-based electronic filing system at operated by the Municipal Advisory Council of Texas or its successor. EMMA shall mean the MSRB s Electronic Municipal Market Access System. MSRB means the Municipal Securities Rulemaking Board. NRMSIR means each nationally recognized municipal securities information repository as designated by the SEC in accordance with the Rule. From and after the Transition Date, the sole NRMSIR shall be the MSRB, through the operation of EMMA. Repository shall mean each NRMSIR and the SID. From and after the Transition Date, the sole Repository shall be the MSRB, through the operation of EMMA. Rule means Rule 15c2-12 promulgated by the SEC pursuant to the Securities Exchange Act of 1934, as amended. SEC means the United States Securities and Exchange Commission. SID means the state information depository for the State of Michigan as designated by the SEC in accordance with the Rule. Transition Date means the date upon which the MSRB becomes the sole NRMSIR via operation of EMMA pursuant to the Rule, which date is currently July 1, (b) Continuing Disclosure. The City hereby agrees, in accordance with the provisions of the Rule, to provide or cause to be provided to each NRMSIR and to the SID for the State of Michigan ( SID ), on or before the last day of the 6th month after the end of the fiscal year of the City, the following annual financial information and operating data, commencing with the fiscal year ended June 30, 2009: E-2

67 (1) Updates of the numerical financial information and operating data included in the official statement of the City relating to the Bonds (the Official Statement ) appearing in the Tables in the Official Statement as described below: a. History of Property Valuations; b. State Equalized Value, By Class and By Use; c. Taxable Value, By Class and By Use; d. Major Taxpayers; e. Tax Rates; f. Tax Rate Limitations; g. Tax Levies and Collections; h. Revenues from the State of Michigan; i. Labor Agreements; j. Retirement Plans; k. Other Post-Employment Benefits; l. General Fund Fund Balance; m. Debt Statement; n. Statement of Legal Debt Margin; and (2) The Audited Financial Statements. Such annual financial information and operating data described above are expected to be provided directly by the City in the following documents to be filed with each Repository, the Audited Financial Statements; materials containing the updates described in (b)(1) above; and in subsequent official statements of the City filed with the MSRB. If the fiscal year of the City is changed, the City shall send notices of such change to each Repository, prior to the earlier of the ending date of the fiscal year prior to such change or the ending date of the fiscal year as changed. (c) Notice of Failure to Disclose. The City agrees to provide or cause to be provided, in a timely manner, to each NRMSIR or the MSRB and the SID, if any, and on and after the Transition Date, only the MSRB through EMMA, notice of a failure by the City to provide the annual financial information with respect to the City described in subsection (b) above on or prior to the dates set forth in subsection (b) above. (d) Occurrence of Events. The City agrees to provide or cause to be provided in a timely manner to each NRMSIR or the MSRB, and with the SID, if any, and on and after the Transition Date, only the MSRB through EMMA, notice of the occurrence of any of the following events listed in (b)(5)(i)(c) of the Rule with respect to the Bonds, if applicable, if material: (1) principal and interest payment delinquencies (2) non-payment related defaults (3) unscheduled draws on debt service reserves reflecting financial difficulties (4) unscheduled draws on credit enhancements reflecting financial difficulties (5) substitution of credit or liquidity providers, or their failure to perform (6) adverse tax opinions or events affecting the tax-exempt status of the security (7) modifications to rights of security holders (8) bond calls (9) defeasances (10) release, substitution, or sale of property securing repayment of the securities (11) rating changes E-3

68 (e) Materiality Determined Under Federal Securities Laws. The City agrees that its determination of whether any event listed in subsection (d) is material shall be made in accordance with federal securities laws. (f) Central Post Office Filing. Prior to the Transition Date, any filing with each NRMSIR and the SID under sections (b), (c), (d) or (i) of this Undertaking may be made by transmitting such filing to DisclosureUSA as provided at unless the SEC withdraws the interpretive advice contained in its letter to the Municipal Advisory Council of Texas dated September 7, (g) Termination of Reporting Obligation. The obligation of the City to provide annual financial information and notices of material events, as set forth above, shall be terminated if and when the City no longer remains an obligated person with respect to the Bonds within the meaning of the Rule, including upon legal defeasance of all Bonds. (h) Benefit of Bondholders. The City agrees that its undertaking pursuant to the Rule set forth in this Undertaking is intended to be for the benefit of the Bondholders and shall be enforceable by any Bondholder; provided that, the right to enforce the provisions of this Undertaking shall be limited to a right to obtain specific enforcement of the City s obligations hereunder and any failure by the City to comply with the provisions of this Undertaking shall not constitute a default or an event of default with respect to the Bonds. (i) Amendments to the Undertaking. Amendments may be made in the specific types of information provided or the format of the presentation of such information to the extent deemed necessary or appropriate in the judgment of the City, provided that the City agrees that any such amendment will be adopted procedurally and substantively in a manner consistent with the Rule, including any interpretations thereof by the SEC, which, to the extent applicable, are incorporated herein by reference. Such interpretations currently include the requirements that (a) the amendment may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature, or status of the City or the type of activities conducted thereby, (b) the undertaking, as amended, would have complied with the requirements of the Rule at the time of the primary offering of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances, and (c) the amendment does not materially impair the interests of Bondholders, as determined by parties unaffiliated with the City (such as independent legal counsel), but such interpretations may be changed in the future. If the accounting principles to be followed by the City in the preparing of the Audited Financial Statements are modified, the annual financial information for the year in which the change is made shall present a comparison between the financial statements as prepared on the prior basis and the statements as prepared on the new basis, and otherwise shall comply with the requirements of the Rule, in order to provide information to investors to enable them to evaluate the ability of the City to meet its obligations. A notice of the change in accounting principles shall be sent to each NRMSIR or the MSRB, and to the SID, if any, and on and after the Transition Date, only to the MSRB through EMMA. IN WITNESS WHEREOF, the City has caused this Undertaking to be executed by its authorized officer. CITY OF HOWELL County of Livingston State of Michigan By: Reid S. Charles, II Its: City Manager Dated:, 2009 DELIB: \ E-4

69 SECTION F TAX MATTERS PROVISIONS OF TAX EXEMPT BOND OPTION F-1

70 "TAX MATTERS" PROVISIONS FOR TAX EXEMPT BONDS In the event the Bonds are issued as traditional tax exempt Bonds as described under "POTENTIAL FOR TAX EXEMPT BONDS" herein, the following provisions will be included in the final Official Statement: TAX MATTERS In the opinion of Miller, Canfield, Paddock and Stone, P.L.C., Bond Counsel, under existing law, the interest on the Bonds is excludable from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations. Further, with respect to corporations (as defined for federal income tax purposes) such interest is not taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed on such corporations. Bond Counsel is also of the opinion that, under existing law, the Bonds and the interest thereon are exempt from all taxation presently in effect in the State of Michigan except inheritance and estate taxes and taxes on gains realized from the sale, payment or other disposition thereof. Bond Counsel will express no opinion regarding any other federal or state tax consequences arising with respect to the Bonds and the interest thereon. The opinion on federal tax matters is based on the accuracy of certain representations and certifications, and continuing compliance with certain covenants, of the City contained in the transcript of proceedings and which are intended to evidence and assure the foregoing, including that the Bonds are and will remain obligations the interest on which is excludable from gross income for federal income tax purposes. The City has covenanted to take the actions required of it for the interest on the Bonds to be and to remain excludable from gross income for federal income tax purposes, and not to take any actions that would adversely affect that exclusion. Bond Counsel s opinion assumes the accuracy of the City s certifications and representations and the continuing compliance with the City s covenants. Noncompliance with these covenants by the City may cause the interest on the Bonds to be included in gross income for federal income tax purposes retroactively to the date of issuance of the Bonds. After the date of issuance of the Bonds, Bond Counsel will not undertake to determine (or to so inform any person) whether any actions taken or not taken, or any events occurring or not occurring, or any other matters coming to Bond Counsel s attention, may adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds or the market prices of the Bonds. The opinion of Bond Counsel is based on current legal authority and covers certain matters not directly addressed by such authority. It represents Bond Counsel s legal judgment as to the excludability of interest on the Bonds from gross income for federal income tax purposes but is not a guarantee of that conclusion. The opinion is not binding on the Internal Revenue Service ( IRS ) or any court. Bond Counsel cannot give and has not given any opinion or assurance about the effect of future changes in the Internal Revenue Code of 1986, as amended (the Code ), the applicable regulations, the interpretations thereof or the enforcement thereof by the IRS. Ownership of the Bonds may result in collateral federal income tax consequences to certain taxpayers, including, without limitation, corporations subject to the branch profits tax, financial institutions, certain insurance companies, certain S corporations, individual recipients of Social Security or Railroad Retirement benefits and taxpayers who may be deemed to have incurred (or continued) indebtedness to purchase or carry the Bonds. Bond Counsel will express no opinion regarding any such consequences. TAX TREATMENT OF ACCRUALS ON ORIGINAL ISSUE DISCOUNT BONDS Under existing law, if the initial public offering price to the public (excluding bond houses and brokers) of a Bond is less than the stated redemption price of such Bonds at maturity, then such Bond is considered to have original issue discount equal to the difference between such initial offering price and the amount payable at maturity (such Bonds are referred to as OID Bonds ). Such discount is treated as interest excludable from federal gross income to the extent properly allocable to each registered owner thereof. The original issue discount accrues over the term to maturity of each such OID Bonds on the basis of a constant interest rate compounded at the end of each six-month period (or shorter period) from the date of original issue with straight-line interpolations between compounding dates. The amount of original issue discount accruing during each period is added to the adjusted basis of such OID Bonds to determine taxable gain upon disposition (including sale, redemption or payment on maturity) of such OID Bonds. F-2

71 The Code contains certain provisions relating to the accrual of original issue discount in the case of purchasers of OID Bonds who purchase such OID Bonds after the initial offering of a substantial amount thereof. Owners who do not purchase such OID Bonds in the initial offering at the initial offering prices should consult their own tax advisors with respect to the tax consequences of ownership of such OID Bonds. All holders of the OID Bonds should consult their own tax advisors with respect to the allowance of a deduction for any loss on a sale or other disposition of an OID Bond to the extent such loss is attributable to accrued original issue discount. AMORTIZABLE BOND PREMIUM For federal income tax purposes, the excess of the initial offering price to the public (excluding bond houses and brokers) at which a Bond is sold over the amount payable at maturity thereof constitutes for the original purchasers of such Bonds (collectively, the Original Premium Bonds ) an amortizable bond premium. Bonds other than Original Premium Bonds may also be subject to an amortizable bond premium determined generally with regard to the taxpayer s basis (for purposes of determining loss on a sale or exchange) and the amount payable on maturity or, in certain cases, on an earlier call date (such bonds being referred to herein collectively with the Original Premium Bonds as the Premium Bonds ). Such amortizable bond premium is not deductible from gross income. The amount of amortizable bond premium allocable to each taxable year is generally determined on the basis of the taxpayer s yield to maturity determined by using the taxpayer s basis (for purposes of determining loss on sale or exchange) of such Premium Bonds and compounding at the close of each six-month accrual period. The amount of amortizable bond premium allocable to each taxable year is deducted from the taxpayer s adjusted basis of such Premium Bonds to determine taxable gain upon disposition (including sale, redemption or payment at maturity) of such Premium Bonds. All holders of the Premium Bonds should consult with their own tax advisors as to the amount and effect of the amortizable bond premium. MARKET DISCOUNT The market discount rules of the Code apply to the Bonds. Accordingly, holders acquiring their Bonds subsequent to the initial issuance of the Bonds will generally be required to treat market discount recognized under the provisions of the Code as ordinary taxable income (as opposed to capital gain income). Holders should consult their own tax advisors regarding the application of the market discount provisions of the Code and the advisability of making any of the elections relating to market discount allowed by the Code. INFORMATION REPORTING AND BACKUP WITHHOLDING Information reporting requirements apply to interest paid after March 31, 2007 on tax-exempt obligations, including the Bonds. In general, such requirements are satisfied if the interest recipient completes, and provides the payor with, a Form W-9, Request for Taxpayer Identification Number and Certification, or unless the recipient is one of a limited class of exempt recipients, including corporations. A recipient not otherwise exempt from information reporting who fails to satisfy the information reporting requirements will be subject to backup withholding, which means that the payor is required to deduct and withhold a tax from the interest payment, calculated in the manner set forth in the Code. For the foregoing purpose, a payor generally refers to the person or entity from whom a recipient receives its payments of interest or who collects such payments on behalf of the recipient. If an owner purchasing the Bonds through a brokerage account has executed a Form W-9 in connection with the establishment of such account no backup withholding should occur. In any event, backup withholding does not affect the excludability of the interest on the Bonds from gross income for federal income tax purposes. Any amounts withheld pursuant to backup withholding would be allowed as a refund or a credit against the owner s federal income tax once the required information is furnished to the IRS. F-3

72 FUTURE DEVELOPMENTS Bond Counsel s engagement with respect to the Bonds ends with the issuance of the Bonds and, unless separately engaged, bond counsel is not obligated to defend the City in the event of an audit examination by the IRS. The IRS has a program to audit tax-exempt obligations to determine whether the interest thereon is includible in gross income for federal income tax purposes. If the IRS does audit the Bonds, under current IRS procedures, the IRS will treat the City as the taxpayer and the beneficial owners of the Bonds will have only limited rights, if any, to obtain and participate in judicial review of such audit. NO ASSURANCE CAN BE GIVEN THAT ANY FUTURE LEGISLATION OR CLARIFICATIONS OR AMENDMENTS TO THE CODE, IF ENACTED INTO LAW, WILL NOT CONTAIN PROPOSALS WHICH COULD CAUSE THE INTEREST ON THE BONDS TO BE SUBJECT DIRECTLY OR INDIRECTLY TO FEDERAL OR STATE OF MICHIGAN INCOME TAXATION, ADVERSELY AFFECT THE MARKET PRICE OR MARKETABILITY OF THE BONDS, OR OTHERWISE PREVENT THE HOLDERS FROM REALIZING THE FULL CURRENT BENEFIT OF THE STATUS OF THE INTEREST THEREON. FURTHER, NO ASSURANCE CAN BE GIVEN THAT ANY SUCH FUTURE LEGISLATION, OR ANY ACTIONS OF THE INTERNAL REVENUE SERVICE, INCLUDING, BUT NOT LIMITED TO, SELECTION OF THE BONDS FOR AUDIT EXAMINATION, OR THE COURSE OR RESULT OF ANY EXAMINATION OF THE BONDS, OR OTHER BONDS WHICH PRESENT SIMILAR TAX ISSUES, WILL NOT AFFECT THE MARKET PRICE OF THE BONDS. INVESTORS SHOULD CONSULT WITH THEIR TAX ADVISORS AS TO THE TAX CONSEQUENCES OF THEIR ACQUISITION, HOLDING OR DISPOSITION OF THE BONDS. DELIB: \ F-4

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76 The following have participated in the planning and development of this Bond issue: CITY OF HOWELL ADMINISTRATION REID S. CHARLES, II Manager CATHERINE STANISLAWSKI Finance Director/Treasurer JANE CARTWRIGHT Clerk GLADYS NIEMI Assessor CITY COUNCIL GERALDINE MOEN Mayor DAWN COOPER THOMAS MALLOY STEVEN L. MANOR SCOTT NIBLOCK SCOTT PATTON PAUL ROGERS PROFESSIONAL SERVICES REGISTRAR/TRANSFER AGENT CITY ATTORNEY BOND COUNSEL U.S. BANK NATIONAL ASSOCIATION Detroit, Michigan DENNIS L. PERKINS, PC Howell, Michigan MILLER, CANFIELD, PADDOCK AND STONE, P.L.C. Detroit, Michigan FINANCIAL ADVISOR 607 Shelby w Suite 600 w Detroit, Michigan Printed By

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