NOTICE OF INTENT TO SELL BONDS

$4,000,000

NORTH MIAMI SCHOOL BUILDING CORPORATION

AD VALOREM PROPERTY TAX FIRST MORTGAGE BONDS, SERIES 2023

Upon not less than twenty-four (24) hours' notice given by the undersigned Secretary prior to the ninetieth day after this notice is first published, North Miami School Building Corporation (the "Corporation") will receive and consider bids for the purchase of the following described Bonds.  Any person interested in submitting a bid for the Bonds may furnish in writing to the Corporation c/o Stifel, Nicolaus & Company, Incorporated ("Stifel"), 201 North Illinois Street, Suite 350, Indianapolis, Indiana 46204 (317) 808-7273 or by e-mail to [email protected], on or before 11:00 a.m. (Indianapolis Time) August 21, 2023, the person's name, address, and telephone number.  Interested persons may also furnish an e-mail address.  The undersigned Secretary will notify (or cause to be notified) each person so registered of the date and time bids will be received 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 e-mail, if an e-mail address has been received.  It is anticipated that the sale will occur at 11:00 a.m. (Indianapolis Time) on August 22, 2023.

Notice is hereby given that electronic proposals will be received via PARITY^®, in the manner described below, until the time and date specified in the Notice provided at least 24 hours prior to the sale, which is expected to be 11:00 a.m. (Indianapolis Time), on August 22, 2023.  Bids may be submitted electronically via PARITY^® pursuant to this Notice until the time specified in the Notice, but no bid will be received after the time for receiving bids specified above.  To the extent any instructions or directions set forth in PARITY^® conflict with this Notice, the terms of this Notice shall control.  For further information about PARITY^®, potential bidders may contact the Corporation's advisor, Stifel at (317) 808-7273 and by e-mail at [email protected].

At the time designated for the sale, the Corporation will receive at the offices of Stifel, 201 North Illinois Street, Suite 350, Indianapolis, Indiana 46204, and consider bids for the purchase of the following described Bonds:

North Miami School Building Corporation Ad Valorem Property Tax First Mortgage Bonds, Series 2023 (the "Bonds") in the principal amount of $4,000,000[2]; Fully registered form; Denomination $5,000 and integral multiples thereof (or in such other denomination as requested by the winning bidder); Originally dated the date of delivery of the Bonds; Bearing interest at a rate or rates to be determined by bidding, payable on July 15, 2024, and semiannually thereafter; Interest payable by check mailed one business day prior to the interest payment date or by wire transfer to depositories on the interest payment date to the person or depository in whose name each Bond is registered with the trustee on the fifteenth day immediately preceding such interest payment date; Maturing or subject to mandatory redemption on January 15 and July 15 beginning on July 15, 2024 through and including no later than July 15, 2043 on the dates and in the amounts as provided by the Corporation prior to the sale.

As an alternative to PARITY®, bidders may submit a sealed bid or e-mail the bid electronically to the Corporation's advisor at the address described above until the time and 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.  Upon completion of the bidding procedures described herein, the results of the sealed, non-electronic bids received shall be compared to the electronic bids received by the Corporation.

The Corporation reserves the right to adjust the maturity schedule following the sale in order to accomplish the Corporation's financial objectives by reallocating debt service based upon the rates bid by the successful bidder (the "Purchaser").

The Bonds are redeemable prior to maturity at the option of the Corporation, in whole or in part in such order of maturity as the Corporation shall direct and by lot within maturity, no earlier than July 15, 2028, at face value plus accrued interest to the date of redemption.

A bid may designate that a given maturity or maturities shall constitute a term bond, and the semi-annual amounts set forth in the schedule provided prior to the sale shall constitute the mandatory sinking fund redemption requirements for such term bond or bonds.  For purposes of computing net interest cost, the mandatory redemption amounts shall be treated as maturing on the dates set forth in the schedule set forth provided prior to the sale.

In the case of any redemption, 30 days' notice will be given by mail to the registered owners of the Bonds to be redeemed, and accrued interest will be paid to the date fixed for redemption.  Interest on the Bonds so called for redemption will cease on the redemption date fixed in said notice if funds are available at the place of redemption to redeem the Bonds so called on the date fixed in said notice, or thereafter when presented for payment.

Each bid must be for all of the Bonds and must state the rate of interest which each maturity of the Bonds is to bear, stated in multiples of 1/8^th, 1/20^th or 1/100^th of 1%.  The maximum interest rate on the Bonds shall not exceed 6.00% per annum.  All Bonds maturing on the same date shall bear the same rate.  Bids shall set out the total amount of interest payable over the term of the Bonds and the true interest cost on the Bonds covered by the bid.  No bid for less than 99.00% of the face value of the Bonds will be considered.  The Bonds will be awarded to the lowest responsible and responsive bidder who has submitted a bid in accordance herewith.  The winning bidder will be the one who offers the lowest true interest cost 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.  No conditional bids will be considered.  The right is reserved to reject any and all bids.  If an acceptable bid is not received for the Bonds on the date of sale hereinbefore fixed, the sale may be continued from day to day thereafter without further advertisement, during which time no bid which provides a higher total interest cost to the Corporation than the best bid received at the time of the advertised sale will be considered.

Each bid not submitted via PARITY® must be enclosed in a sealed envelope addressed to the Corporation and marked on the outside "Bid for North Miami School Building Corporation Ad Valorem Property Tax First Mortgage Bonds, Series 2023".  Each mailed bid must be enclosed in a sealed envelope addressed to the Corporation and marked on the outside "Bid for North Miami School Building Corporation Ad Valorem Property Tax First Mortgage Bonds, Series 2023".  A good faith deposit ("Deposit") in the form of cash, wire transfer or certified or cashier's check in the amount of $40,000[3] payable to the order of the Corporation is required to be submitted by the Purchaser not later than 3:30 p.m. (Indianapolis Time) on the next business day following the award.  If such Deposit is not received by that time, the Corporation may reject the bid.  No interest on the Deposit will accrue to the Purchaser.  The Deposit will be applied to the purchase price of the Bonds.  In the event the Purchaser fails to honor its accepted bid, the Deposit will be retained by the Corporation as liquidated damages.

The Purchaser shall make payment for such Bonds and accept delivery thereof within five days after being notified that the Bonds are ready for delivery, at such place in the City of Indianapolis, Indiana, as the Purchaser may designate, or at such other location mutually agreed to by the School Corporation and the Purchaser.  The Bonds will be ready for delivery within 45 days after the date of sale.  If the Corporation fails to have the Bonds ready for delivery prior to the close of banking hours on the forty-fifth day after the date of sale, the Purchaser may secure the release of the bid upon request in writing, filed with the Corporation.  The Purchaser is expected to apply to a securities depository registered with the Securities and Exchange Commission ("SEC") to make such Bonds depository-eligible.  If the Bonds are reoffered, at the time of delivery of the Bonds to the Purchaser, the Purchaser will be required to certify to the Corporation the initial reoffering price to the public of a substantial amount of each maturity of the Bonds.

All provisions of the bid form and Preliminary Official Statement (as hereinafter defined) are incorporated herein.  As set forth in the Preliminary Official Statement, the Purchaser agrees by submission of their bid to assist the Corporation in establishing the issue price of the Bonds under the terms outlined therein and shall execute and deliver to the Corporation at closing an "issue price" certificate, together with the supporting pricing wires or equivalent communications, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Purchaser, the Corporation and Ice Miller LLP ("Bond Counsel").

Bidders must comply with the rules of PARITY® in addition to requirements of this Notice.  To the extent there is a conflict between the rules of PARITY® and this Notice, this Notice shall control.  Bidders may change and submit bids as many times as they wish during the sale, but they may not withdraw a submitted bid.  The last bid submitted by a bidder prior to the deadline for the receipt of bids will be compared to all other final bids to determine the winning bid.  During the sale, no bidder will see any other bidder's bid, nor will they see the status of their bid relative to other bids (e.g., whether their bid is a leading bid).

It is anticipated that CUSIP identification numbers will be printed on the Bonds, but neither the failure to print such numbers on any Bond nor any error with respect thereto shall constitute cause for failure or refusal by the successful bidder therefor to accept delivery of and pay for the Bonds in accordance with the terms of its proposal.  No CUSIP identification number shall be deemed to be a part of any Bond or a part of 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 of CUSIP identification numbers on the Bonds shall be paid for by the Corporation; provided, however, that the CUSIP Service Bureau charge for the assignment of said numbers shall be the responsibility of and shall be paid for by the Purchaser.  The Purchaser will also be responsible for any other fees or expenses it incurs in connection with the resale of the Bonds.

The approving opinion of Bond Counsel, together with a transcript of the proceedings relating to the issuance of the Bonds and closing papers in the usual form showing no litigation questioning the validity of the Bonds, will be furnished to the Purchaser at the expense of the Corporation.

The Corporation was organized for the purpose of constructing and renovating school buildings and leasing such buildings to the School Corporation.  All action has been taken and the Bonds are issued in compliance with the provisions of I.C. 20-47-3 (the "Act").  The Bonds will be secured by a Trust Indenture (the "Indenture") between the Corporation and Regions Bank, as trustee (the "Trustee") and will be subject to the terms and provisions of the Indenture.  The Corporation will certify as to facts to support the conclusion that the Bonds do not constitute private activity bonds as defined in Section 141 of the Internal Revenue Code of 1986, as amended to the date hereof (the "Code").  The Bonds have been designated as qualified tax-exempt obligations for purposes of Section 265(b)(3) of the Code.

The property to be covered by the Indenture has been leased for a period of twenty-two (22) years to the School Corporation.  The Lease Agreement (the "Lease") provides for rent during renovation in the maximum semi-annual amount of $500,000 beginning on June 30, 2024 until completion of the renovations and for annual payments in the maximum amount of $1,100,000, plus the payment of all taxes and assessments, which annual rental is payable semiannually on June 30 and December 31 in each year, commencing with the completion of the construction or December 31, 2025, whichever is later.

After the sale of all Bonds issued by the Corporation to pay for the cost of renovation, including the acquisition of the sites thereof and other expenses incidental thereto, the annual rental shall be reduced to an amount equal to the multiple of $1,000 next highest to the highest sum of principal and interest due on such Bonds in each twelve month period ending on January 15 plus $5,000, payable in equal semiannual installments.  All bidders shall be deemed to be advised as to the provisions of the above-mentioned Indenture and Lease and the provisions of the Act.

The Bonds constitute an indebtedness only of the Corporation, payable in accordance with the terms of the Indenture.  The Bonds constitute a valid and legally binding obligation of the Corporation and are payable from Lease rental payments to be received from the School Corporation, which Lease rental payments are payable from ad valorem taxes to be collected on the taxable property within the School Corporation; however, the School Corporation's collection of the levy may be limited by operation of I.C. 6-1.1-20.6, which provides taxpayers with tax credits for property taxes attributable to different classes of property in an amount that exceeds certain percentages of the gross assessed value of that property.  The School Corporation is required by law to fully fund the payment of debt service on the Bonds in an amount sufficient to pay the debt service, regardless of any reduction in property tax collections due to the application of such tax credits.  In the opinion of Bond Counsel, under the existing federal statutes, decisions, regulations and rulings, the interest on the Bonds is exempt from all income taxation in Indiana.  In the opinion of Bond Counsel, under the existing federal statutes, decisions, regulations and rulings, the interest on the Bonds is excludable from gross income for purposes of federal income taxation. 

The Corporation has prepared a Preliminary Official Statement (the "Preliminary Official Statement") relating to the Bonds which it has deemed to be nearly final.  A copy of the Preliminary Official Statement may be obtained from the Corporation's advisor, Stifel, 201 North Illinois Street, Suite 350, Indianapolis, Indiana 46204.  Within seven (7) business days of the sale, the Corporation will provide the successful bidder with sufficient copies of the Final Official Statement (the "Final Official Statement") at the Corporation's expense in order for such bidder to comply with Section (b)(4) of the SEC Rule 15c2-12 and the rules of the Municipal Securities Rulemaking Board.  Additional copies, at the Purchaser's expense, must be requested within five (5) business days of the sale.  Inquiries concerning matters contained in the Preliminary Official Statement must be made and pricing and other information necessary to complete the Final Official Statement must be submitted by the Purchaser within two (2) business days following the sale to be included in the Final Official Statement.

If the Bonds are reoffered, the School Corporation agrees to enter into a supplement to the master continuing disclosure undertaking (the "Master Agreement") in order to permit the Purchaser to comply with the SEC Rule 15c2-12, as amended to the date hereof.  A copy of such Master Agreement is available from the School Corporation or advisor at the addresses below.

Further information relative to the Bonds and a copy of the Preliminary Official Statement may be obtained upon application to Stifel, 201 North Illinois Street, Suite 350, Indianapolis, Indiana 46204, advisor to the School Corporation; or Kenneth Hanson, Superintendent of the School Corporation, 394 East CR 900 North, Denver, Indiana 46926-0218.  If bids are submitted by mail, they should be addressed to the Corporation, attention of Stifel, 201 North Illinois Street, Suite 350, Indianapolis, Indiana 46204.

Dated this 8^th day of August, 2023.

/s/    Secretary, Board of Directors                           
North Miami School Building Corporation