OFFICIAL NOTICE OF INTENT TO SELL BONDS $2,000,000 (Preliminary, Subject to Change) ELKHART COMMUNITY SCHOOL BUILDING CORPORATION FIRST MORTGAGE BONDS, SERIES 2016 NOTICE IS HEREBY GIVEN that upon not less than twenty-four (24) hours' notice given by telephone, facsimile, electronically or otherwise on behalf of the Elkhart Community School Building Corporation, an Indiana nonprofit corporation (the Corporation), prior to ninety (90) days from the date of the second publication of this notice, separate electronic and sealed bids will be received on behalf of the Corporation in care of the Corporation's financial advisor, H.J. Umbaugh & Associates, Certified Public Accountants, LLP (the Financial Advisor), 8365 Keystone Crossing, Suite 300, Indianapolis, Indiana 46240, (317) 465-1500 (telephone), (317) 465-1550 (facsimile), samuelson@umbaugh.com, simonetto@umbaugh.com or cheek@umbaugh.com (e-mail) (the Financial Advisor), in the manner as set forth herein for the purchase of the first mortgage bonds of the Corporation designated as Elkhart Community School Building Corporation First Mortgage Bonds, Series 2016 (the Bonds) in the aggregate principal amount of Two Million Dollars ($2,000,000) (Preliminary, subject to change), bearing interest at a coupon rate not exceeding five percent (5.00%) per annum. TYPES OF BIDS ALLOWED. Bidders may submit bids via the PARITY^ web site (PARITY^). Bidders may access the sale at the PARITY^ website via the sale link at Internet Address www.newissuehome.i-deal.com between 11:00 a.m. and noon (Eastern Daylight Savings Time) on the date identified in the notice given by, or on behalf of the Corporation, twenty-four hours prior to the sale of the Bonds. To bid via PARITY^, bidders must have both (1) completed the registration form on PARITY^, if not previously registered, and (2) requested and received admission to the Corporations sale, as described in the Registration and Admission to Bid and details set forth below. As an alternative to PARITY^, bidders may submit sealed bids or covered bids to the Financial Advisor at the address, e-mail address or facsimile number described above until noon (Eastern Daylight Savings Time) on the date identified in the notice given by, or on behalf of the Corporation, twenty-four hours prior to the sale of the Bonds. It is currently anticipated that sealed bids will be requested to be submitted on October 4, 2016. FORM, MATURITY AND PAYMENT OF BONDS. Interest on the Bonds shall be calculated on the basis of twelve (12) thirty (30)-day months for a three hundred and sixty (360)-day year and shall be payable semiannually on January 15 and July 15 in each year, commencing July 15, 2017. The Bonds will be issued as fully registered bonds in either certificated form or in book-entry-only form (as selected by the successful bidder) in denominations of $5,000 each or any integral multiples thereof, not exceeding the aggregate principal amount of such Bonds maturing in any one year, or in minimum denominations of $100,000 and denominations of $1,000 or any integral multiple thereof above such minimum denomination, not exceeding the aggregate principal amount of such Bonds maturing in any one year, and when issued, will be registered in the name of the successful bidder or if the successful bidder determines to have such Bonds issued in book-entry-only form, then in the name of CEDE & Co., as nominee for The Depository Trust Company (DTC), New York, New York. If book-entry-only form is selected by the successful bidder, the purchasers of beneficial interests in the Bonds will not receive physical delivery of bond certificates and ownership by the Beneficial Owners of the Bonds will be evidenced by book-entry only. As long as Cede & Co. is the registered owner of the Bonds as nominee of DTC, payments of principal and interest will be made directly to such registered owner, which will in turn, remit such payments to the DTC Participants for subsequent disbursement to the Beneficial Owners. None of the Corporation, Elkhart Community Schools, Elkhart County, Indiana (the School Corporation), and The Bank of New York Mellon Trust Company, N.A., as the trustee (the Trustee), under the Trust Indenture, dated as of May 15, 2007 (the Original Indenture), as supplemented and amended by the First Supplemental Trust Indenture, dated as of April 1, 2013 (the First Supplemental Indenture), and the Second Supplemental Trust Indenture, dated as of October 1, 2016 (the Second Supplemental Indenture)(the Original Indenture, as supplemented and amended by the First Supplemental Indenture and the Second Supplemental Indenture, the Indenture), each of which is by and between the Corporation and the Trustee, shall have any liability for the failure of DTC or any DTC Participant to remit the payment or provide any notice to any Beneficial Owner of the Bonds. The Bonds shall be numbered consecutively from 2016R-1 upward, shall bear an original issue date which shall be the date the Bonds are issued and shall mature on January 15 and July 15 in the years and amounts as follows: Maturity Principal Maturity Principal Date* Amount* Date* Amount* July 15, 2021 $50,000 January 15, 2029 $65,000 January 15, 2022 55,000 July 15, 2029 65,000 July 15, 2022 55,000 January 15, 2030 70,000 January 15, 2023 55,000 July 15, 2030 70,000 July 15, 2023 55,000 January 15, 2031 70,000 January 15, 2024 55,000 July 15, 2031 70,000 July 15, 2024 55,000 January 15, 2032 75,000 January 15, 2025 60,000 July 15, 2032 75,000 July 15, 2025 60,000 January 15, 2033 75,000 January 15, 2026 60,000 July 15, 2033 80,000 July 15, 2026 60,000 January 15, 2034 80,000 January 15, 2027 60,000 July 15, 2034 80,000 July 15, 2027 60,000 January 15, 2035 85,000 January 15, 2028 65,000 July 15, 2035 85,000 July 15, 2028 65,000 January 15, 2036 85,000 *estimated, subject to change. The Corporation reserves the right to adjust principal amounts within maturities of the Bonds to achieve the financial objectives of the School Corporation. In addition, the Corporation reserves the right to decrease the entire principal amount of the Bonds issued based on the actual interest rates bid by the successful bidder based on the annual lease payments to be paid by the School Corporation under the Lease (as defined in the Indenture) or to make sure that the Corporation receives no more than $2,000,000 in proceeds from the sale of the Bonds. If the maximum principal amount of the Bonds issued decreases, the Corporation reserves the right to adjust principal amounts within maturities based on the parameters set forth in this paragraph. All payments of interest on the Bonds will be paid by check or draft mailed one business day prior to each interest payment date, to the registered owners of the Bonds as of the first (1st) day of the month in which such interest is payable at the address as it appears on the registration books kept by the Trustee as of the first (1st) day of the month of the interest payment date or at such other address as is provided to the Trustee in writing by such registered owner. Principal on the Bonds will be payable at the principal corporate trust office of the Trustee. Notwithstanding the foregoing, (a) so long as DTC or its nominee is the registered owner of the Bonds, principal of and interest on the Bonds will be paid directly by the Trustee to DTC by wire transfer on the interest payment dates and principal payment dates in accordance with the procedures required by DTC, and (b) so long as all of the outstanding Bonds are held by one accredited investor, principal of and interest on the Bonds may be paid directly by the Paying Agent to DTC by wire transfer on the interest payment dates and principal payment dates without presentment of the Bonds. The Bonds may be transferred or exchanged at the office of the Trustee, subject to the terms and conditions of the Indenture. REDEMPTION PROVISIONS. The Bonds maturing or subject to mandatory sinking fund redemption on or after July 15, 2025, are subject to redemption at the option of the Corporation prior to final maturity, in whole or in part, as determined by the Corporation and the School Corporation, on any date on or after January 15, 2025, at a redemption price equal to the principal amount of the Bonds to be redeemed plus accrued and unpaid interest to the date fixed for redemption and without any redemption premium. Upon the election of the successful bidder of the Bonds, any of the Bonds may be issued as term bonds subject to mandatory sinking fund redemption on January 15 and July 15 of the year set forth above at 100% of the face value in accordance with the schedule set forth above. If any of the Bonds are subject to mandatory sinking fund redemption, the Trustee shall credit against the mandatory sinking fund requirement for any term bonds and corresponding mandatory sinking fund redemption obligation, in the order determined by the Corporation, any term bonds maturing on the same date which have previously been redeemed (otherwise than as a result of a previous mandatory redemption requirement) or delivered to the Trustee for cancellation or purchased for cancellation by the Trustee and not theretofore applied as a credit against any redemption obligation. Each term bond so delivered or canceled shall be credited by the Trustee at 100% of the principal amount thereof against the mandatory sinking fund obligation on such mandatory obligations and the principal amount of that term bond to be redeemed by operation of the mandatory sinking fund requirement shall be accordingly reduced; provided, however, the Trustee shall only credit such term bonds to the extent received on or before forty-five days preceding the applicable mandatory redemption date. Notice of any redemption will be mailed by first class mail by the Trustee not less than 30 days prior to the date selected for redemption to the registered owners of all of the Bonds to be redeemed at the address shown on the registration books of the Trustee; provided, however, that failure to give such notice by mailing or a defect in the notice or the mailing as to such Bonds will not affect the validity of any proceedings for redemption as to any other of such Bonds for which notice is adequately given. Notice having been mailed, such Bonds designated for redemption will, on the date specified in such notice, become due and payable at the then applicable redemption price. On presentation and surrender of such Bonds in accordance with such notice at the place at which the same are expressed in such notice to be redeemable, such Bonds will be redeemed by the Trustee and any paying agent for that purpose. From and after the date of redemption so designated, unless default is made in the redemption of such Bonds upon presentation, interest on such Bonds designated for redemption will cease. With respect to any optional redemption of any Bonds, unless moneys sufficient to pay the principal of, and premium, if any, and interest on the Bonds to be redeemed have been received by the Trustee prior to the giving of such notice of redemption, such notice will state that said redemption is conditional upon the receipt of such moneys by the Trustee on or prior to the date fixed for redemption. If such moneys are not received by the redemption date, such notice will be of no force and effect, the Trustee will not redeem such Bonds, the redemption price will not be due and payable and the Trustee will give notice, in the same manner in which the notice of redemption was given, that such moneys were not so received and that such Bonds will not be redeemed and that the failure to redeem such Bonds will not constitute an Event of Default under the Indenture. Moneys need not be on deposit with the Trustee prior to the mailing of the notice of redemption of any Bonds pursuant to the Indenture. INTEREST RATES AND BANK QUALIFICATION. Each bid must be for all of the Bonds and must state the rate or rates of interest therefor, not exceeding the maximum per annum interest rate hereinbefore specified. Such interest rate or rates must be in multiples of one-eighth (1/8) or one-one hundredth (1/100) of one percent (1.00%). Bids specifying more than one interest rate must also specify the amount and maturities of the Bonds bearing each rate. All Bonds maturing on the same date shall bear the same rate of interest, and the rate of interest bid for each maturity of the Bonds must be equal to or greater than the rate bid on the immediately preceding maturity of the Bonds. Although not a term of sale, it is requested that each bid show the total dollar cost to final maturity and the true interest cost on the entire issue to which such bid relates. The Bonds have been designated as qualified tax-exempt obligations under Section 265(b)(3) of the Internal Revenue Code of 1986, as amended and in effect on the date of issuance of the Bonds. BIDDING DETAILS. Any person interested in submitting a bid for the Bonds must furnish written notice of such intent along with such persons name, address and telephone number, on or before noon (Eastern Daylight Savings Time), October 3, 2016, to the Financial Advisor at the address and/or contact information set forth above. The person may also furnish a telex or facsimile number or e-mail address. The Corporation will cause each person so registered to be notified of the date and time bids will be received for the Bonds, not less than twenty-four (24) hours before the date and time of sale. The notification shall be made by telephone at the number furnished by such person and also by telex or facsimile and electronically if a telex or facsimile number or e-mail address has been furnished. No conditional bid or bids for less than ninety-nine and one-half percent (99.50%) of the par value of the Bonds will be considered. The Corporation reserves the right to reject any and all bids and to waive any informality in any bid. If no acceptable bid is received on the date fixed for sale of the Bonds, the sale may be continued from day to day thereafter without further advertisement for a period not to exceed thirty (30) days, but if so continued, no bid will be accepted which offers an interest cost which is equal to or higher than the best bid received at the time fixed for the sale. A bidder for the Bonds may purchase bond insurance to guarantee the repayment of the debt service of the Bonds from a bond insurance company; provided, however, the payment of any premium for any such bond insurance will be paid by the successful bidder from its discount bid, and will not be paid by the Corporation. Bids for the Bonds not submitted via PARITY^ (i)^shall be sealed in an envelope if mailed, or if sent by electronic mail or facsimile transmission with a cover page or information in the Subject line, marked Elkhart Community School Building Corporation First Mortgage Bonds, Series 2016; (ii) must be on the form approved by the Corporation, without additions, alterations or erasures, which form may be obtained from the Financial Advisor at the address set forth herein; and (iii) delivered to the Financial Advisor, on behalf of the Corporation at the address set forth above. INTERNET BIDS. If using PARITY^, bidders must first visit the PARITY^ web site where, if they have never registered with PARITY^, they can register and then request admission to bid on the Bonds. Only NASD registered broker dealers and dealer banks with DTC clearing arrangements will be eligible to bid via PARITY^. Any questions pertaining to the PARITY^ web site may be directed to PARITY^ at (212) 849-5021. RULES OF ELECTRONIC BIDDING. The Rules of PARITY^ can be viewed on their respective websites and are incorporated herein by reference. Bidders must comply with the PARITY^ in addition to requirements of this Official Notice of Intent to Sell Bonds. To the extent there is a conflict between the Rules of PARITY^ and this Official Notice of Intent to Sell Bonds, this Official Notice of Intent to Sell Bonds shall control. CLOSED AUCTION. Bidders may change and submit bids as many times as they wish during the sale period, but they may not withdraw a submitted bid. The last bid submitted by a bidder for the Bonds prior to the deadline for the receipt of bids will be compared to all other final bids to determine the winning bid for the Bonds. During the sale, no bidder will see any other bidders bid, nor will they see the status of their bid relative to other bids (e.g. whether their bid is a leading bid). AMENDMENTS. The Corporation reserves the right to amend any information contained in this Official Notice of Intent to Sell Bonds. The Corporation also reserves the right to postpone, from time to time, the date established for the receipt of bids on the Bonds. Any such amendment or postponement will be announced on the Amendments Page accessible through the View Amendments button of PARITY^, or via TM3 and/or Bloomberg wire service and in the same manner as the notice of the sale from the Financial Advisor as described in BIDDING DETAILS at any time prior to the date and time established for the sale of the Bonds. If any date fixed for the sale is postponed, any alternative sale date will be announced at least 24 hours prior to such alternative sale date. BASIS FOR AWARD. The sale of the Bonds will be awarded to the bidder for the Bonds making a bid that conforms to the specifications herein and which produces the lowest True Interest Cost rate to the Corporation.^ The True Interest Cost rate is that rate which, when used to compute the total present value as of the date of delivery of the Bonds of all debt service payments on the Bonds on the basis of semiannual compounding, produces an amount equal to the sum of the par value of the Bonds minus any premium bid plus any discount.^ In the event of a bidder's error in interest cost rate calculations, the interest rates and premium, if any, set forth or incorporated by reference in the Official Bid Form will be considered as the intended bid. GOOD FAITH DEPOSIT. The successful bidder for the Bonds will be required to provide to the School Corporation a wire transfer in Federal Reserve or other immediately available funds made payable to the School Corporation in the amount of one percent (1.00%) of the aggregate principal amount of the Bonds sold to such successful bidder (the amount of each such wire transfer being referred to hereinafter as the Deposit) within twenty-four (24) hours after being notified of being the successful bidder for the Bonds. If the Deposit is not received by the time set forth above, then the bid of such successful bidder shall be rejected. No interest on the Deposit will accrue to the successful bidder for the Bonds. The Deposit will be applied to the purchase price of the Bonds. In the event the bidder to whom the Bonds is awarded shall fail or refuse to comply with the provisions of the bid and this notice, such Deposit shall become the property of the Corporation and the School Corporation and shall be taken and considered as liquidated damages of the Corporation on account of such failure or refusal. The successful bidder for the Bonds will be required to make payment for such Bonds in Federal Reserve or other immediately available funds and accept delivery of the Bonds within five (5) days after being notified that such Bonds are ready for delivery, at a bank designated by the Corporation. Any premium bid must be paid in cash at the time of delivery as a part of the purchase price of the Bonds. The Bonds will be ready for delivery within sixty (60) days after the date on which the award is made, if not deliverable within that period, the successful bidder for the Bonds will be entitled to rescind the sale and the Deposit will be returned. Any notice of rescission must be in writing. At the request of the Corporation, the successful bidder shall furnish to the Corporation, simultaneously with or before delivery of the Bonds, a certificate in form satisfactory to the Corporation regarding the price at which a substantial amount of the Bonds of each maturity was reoffered to the public. It is anticipated that CUSIP identification numbers will be printed on the Bonds, but neither the failure to print such numbers on any Bonds nor any error with respect thereto shall constitute cause for a failure or refusal by the successful bidder to accept delivery of and pay for Bonds in accordance with the terms of its bid. No CUSIP identification number shall be deemed to be a part of any Bond or the contract evidenced thereby and no liability shall hereafter attach to the Corporation or any of its officers or agents because of or on account of such numbers. All expenses in relation to the printing or typing of CUSIP numbers on the Bonds shall be paid by the Corporation; provided, however, it shall be responsibility of the successful bidder for the Bonds to timely obtain the numbers and to pay the CUSIP Service Bureau charge for the assignment of the numbers. The successful bidder will also be responsible for any other fees or expenses it incurs in connection with the resale of the Bonds. AUTHORITY AND PURPOSE. The Bonds are issued under the provisions of the Indiana Code to provide the Corporation with funds sufficient to pay the School Corporation for improvements made at Pinewood Elementary School since it was acquired by the Corporation, and for an extension of the Corporations ownership of Pinewood Elementary School and the real property on which it is located. The School Corporation will use the money it receives from the Corporation to pay the costs of the 2016 Projects, as defined and more fully described in the Resolution adopted by the Board of School Trustees of the School Corporation on July 12, 2016 (the Board Resolution), together with the expenses necessarily incurred in connection therewith, including the expenses incurred in connection with the issuance of the Bonds. The principal of and interest on the Bonds are payable solely from the mortgaged property described under the Indenture and in the Preliminary Official Statement on a parity with the Corporations First Mortgage Multipurpose Bonds, Series 2013B. The Bonds are not an obligation or indebtedness of the School Corporation. BOND DELIVERY. At the time of delivery of the Bonds, the approving opinion of Barnes & Thornburg LLP, Indianapolis, Indiana, Bond Counsel, as to the validity of the Bonds, together with a transcript of the proceedings for the Bonds, the printed Bonds and closing certificates in the customary form showing no litigation, will be furnished to the successful bidder for the Bonds at the expense of the Corporation. In addition, unless bond counsel is able, on the date of delivery, to render an opinion to the effect that (1) under existing laws, regulations, judicial decisions and rulings, interest on the Bonds is excludable from gross income under Section 103 of the Internal Revenue Code of 1986, as amended, for federal income tax purposes, and (2) the interest on the Bonds is exempt from income taxation in the state of Indiana for all purposes except the state financial institutions tax, the successful bidder for the Bonds shall have the right to rescind the sale, and in such event the good faith deposit will be returned. PRELIMINARY OFFICIAL STATEMENT. A copy of the Preliminary Official Statement prepared at the direction of the Corporation may be obtained from www.newissuehome.i-deal.com or in limited quantities prior to submission of a bid by request from the Financial Advisor at 8365 Keystone Crossing, Suite 300, Indianapolis, Indiana 46240-0458. Attention: Todd Samuelson, Lindsay Simonetto or Caitlin Cheek, Telephone: (317) 465-1500; Facsimile: (317) 465-1550. Said Preliminary Official Statement will be in a form deemed final by the Corporation, pursuant to Rule 15c2-12 of the Securities and Exchange Commission (the Rule), subject to completion as permitted by the Rule. The Preliminary Official Statement when further supplemented by an addendum or addenda specifying the interest rates of the Bonds, and any other information referred to in paragraph (b)(1) of the Rule, shall constitute a Final Official Statement of the Corporation with respect to the Bonds, as that term is defined in the Rule. By awarding the Bonds to a successful bidder, the Corporation agrees that, no more than seven (7) business days after the date of such award, it shall provide to the senior managing underwriter of the syndicate to which the Bonds are awarded up to ten (10) copies of the Official Statement at the Corporations expense, any additional copies to be at the expense of the underwriting syndicate. The Corporation designates the senior managing underwriter of the syndicate to which the Bonds are awarded as its agent for purposes of distributing copies of the Final Official Statement to each participating Underwriter. Any underwriter executing and delivering an Official Bid Form with respect to the Bonds agrees thereby that if its bid is accepted by the Corporation (i) it shall accept such designation and (ii) it shall enter into a contractual relationship with all Participating Underwriters of the Bonds for purposes of assuring the receipt of each such Participating Underwriter of the Final Official Statement. The successful bidder for the Bonds shall be responsible for providing (i) in writing the initial reoffering prices and other terms, if any, to the Financial Advisor as and at the time requested and (ii) a certification verifying information as to the bona fide initial offering prices the Bonds to the public and sales of such Bonds appropriate for determination of the issue price of, and the yield on, the Bonds under Internal Revenue Code of 1986, as amended, as and at the time requested by the Corporations bond counsel. If the successful bidder of the Bonds is purchasing the Bonds for its own account with no present intent to resell the Bonds, the successful bidder of the Bonds shall be responsible for providing in writing to the Corporation, the Financial Advisor and bond counsel that it is purchasing the Bonds for its own account with no present intent to resell the Bonds and certain other matters regarding the financial sophistication of the successful bidder of the Bonds. In order to assist bidders in complying with paragraph (b)(5) of the Rule, if applicable, the School Corporation will undertake, to fulfill the requirements of paragraph (b)(5) of the Rule, pursuant to the Continuing Disclosure Contract which shall be delivered to the successful bidder of the Bonds, if the successful bidder is required to comply with paragraph (b)(5) of the Rule, at the closing on the Bonds, to provide annual reports, certain financial information, and notices of certain events as required by Section (b)(5) of the Rule. A description of this undertaking is set forth in the Preliminary Official Statement and will also be set forth in the Final Official Statement. If bids for the Bonds are submitted by mail, they should be addressed to Corporation in care of the Financial Advisor at the address listed above. Dated this 21st day of September, 2016. ELKHART COMMUNITY SCHOOL BUILDING CORPORATION September 21, 28 hspaxlp
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