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EXHmIT 1 INVITATION FOR PROPOSALS $3,611,600 CITY OF LAKEWOOD, OHIO VARIOUS PURPOSE GENERAL OBLIGATION BOND ANTICIPATION NOTES, SERIES 1997A DATED: May 9, 1997 DUE: May 8, 1998 The City of Lakewood, Ohio (the "City") contemplates the issuance of $3,611,600 Various Purpose General Ohligation Bond Anticipation Notes, Series 1997A (the "Notes"), as more fully described in -the enclosed ~relìminary Official Statement. The City is inviting written proposals, or oral proposals, communicated by telephone, for the purchase, at not less than par and accrued interest, of the Notes. Proposals will he received by the Fiscal Officer of the City until 11:00 a.m. Eastern Daylight Saving Time, on April 29,1997, at the office of the Fiscal Officer of the City at the address stated below. Split rate proposals or proposals for less than all of the Notes will not be considered. The proposal shall specify the rate of interest which the Notes are to bear and may specify a rate of interest after maturity different than the rate prior to maturity, but no rate specified shall exceed the maximum interest rate per annum of 10 % determined by Council. Oral proposals shoùld he promptly confinned in writing to the undersigned by the bidders. THE NOTES ARE NOT "QUALIFIED TAX-EXEMPT OBLIGATIONS" FOR PURPOSES OF SECTION 265(b)(3) OF THE INTERNAL REVENUE CODE OF1986. The Notes will be dated May 9; 1997 and will mature on May 8, 1998, with uo option in the City to redeem the Notes prior to maturity. The Notes will bear interest (computed ou a 360- day per year basis) from their date payable at maturity; will be issued in such denominations as requested by the original purchaser; and will be payable at banks or trust companies, as determined by the Fiscal Officer, without deduction for 'exchange, collection or service charges. Ou April 29, 1997, the Fiscal Officer will consider the proposals snbmitted and will award the Notes on the basis of the proposal resulting in the sale of the Notes at the lowest net interest cost to th~ stated maturity. The lowest net interest cost will be deteIDlined by taking the amount of interest from the date of the Notes to the stated maturity date and deducting therefrom the amount of any premium. In the event of tie proposals hased on the lowest net interest cost to the stated maturity, the Fiscal Officer will award the Notes to the bidder submitting the tie pròposal who bids the. lowest interest rate· after maturity, and if such an award would result in tie proposals, the successful proposal will be selected hy lot in a manner detennined by the Fiscal Officer. Any infonnality or failure to confonn to the instructions herein contained may he waived hy the Fiscal Officer, and the Fiscal Officer may reject any or all of the propbsals preseuted. Legal matters incideut to the issnance of the Notes and with regard to the tax exempt status of the interest thereon are subject to the .approving legal opinion of Calfee, Halter & Griswold LLP, Bond Counsel, which will be furnished without cost to the original purchaser at the time the Notes are delivered to it. That opinion will inclúde an opinion, based upon and assuming compliance with covenants and the accuracy of representations and certifications of the City, that under the existing law (a) the interest on the Notes (i) is exduded from gross income for federal income tax purposes under the Internal Revenue Code of 1986, as amended (the "Code"), (ii) is not treated as an item of tax preference for purposes of the alternative miníinum tax imposed on individuals and corporations by the Code, and (Hi) is exempt from the Ohio personal Îhcome taX and excluded from the net Income base of the Ohib corporate franchise tax, and (b) the Notes arertot "private activity bondstl as defined in the Code: Under the Code, the interest may be subject to alternative minimum, environmental and branch profits taxeS imposed on certain corporations, and to a taX imposed on excess net passive income of certain S corporations. For a more complete discussion of tax aspects, see the enclosed Preliminary Official Statement.