OF­FI­CIAL NO­TICE OF SALE

$2,125,000 LIGHT­HOUSE CREEK DRAIN #298 DRAINAGE DISTRICT COUNTY OF BERRIEN, STATE OF MICHI­GAN LIGHT­HOUSE CREEK DRAIN #298 DRAINAGE DISTRICT, DRAIN BONDS, SE­RIES 2017

The Bond Buyer - - Competitive Sales Notices - Christo­pher J. Qu­at­trin, Berrien County Drain Com­mis­sioner Light­house Creek Drain #298 Drainage District

SEALED OR ELEC­TRONIC BIDS: Sealed writ­ten bids for the pur­chase of the Bonds de­scribed herein (the “Bonds”) will be re­ceived, on be­half of the Light­house Creek Drain #298 Drainage District (the “District” or “Is­suer”), at the of­fice of the Drain Com­mis­sioner, 701 Main Street, St. Joseph, Michi­gan, 49085-1316 on Septem­ber 21, 2017 un­til 11:00 a.m., East­ern Day­light Sav­ings Time, at which time and place said bids will be pub­licly opened and read.

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

Any bid­der may sub­mit a bid in per­son to ei­ther bid­ding lo­ca­tion. How­ever, no bid­der is au­tho­rized to sub­mit a FAX bid to St. Joseph, Michi­gan.

Also in the al­ter­na­tive, elec­tronic bids will also be re­ceived on the same date and un­til the same time by an agent of the un­der­signed Bid­comp/Par­ity. Fur­ther in­for­ma­tion about Bid­comp/Par­ity, in­clud­ing any fee charged, may be ob­tained from Bid­comp/Par­ity, Eric Wash­ing­ton, 1359 Broad­way, 2nd Floor, New York, New York 10018, (212) 849-5021.

If any pro­vi­sion of this Of­fi­cial No­tice of Sale shall con­flict with in­for­ma­tion pro­vided by Bid­comp/ Par­ity as the ap­proved provider of elec­tronic bid­ding ser­vices, this Of­fi­cial No­tice of Sale shall con­trol.

The Bonds will be awarded or all bids will be re­jected by the Drain Com­mis­sioner or County Trea­surer at a pro­ceed­ing to be held within twenty-four hours of the sale.

BOND DE­TAILS: The Bonds will be fully reg­is­tered bonds, both as to prin­ci­pal and in­ter­est, in any one or more de­nom­i­na­tions of $5,000 or a mul­ti­ple of $5,000, not ex­ceed­ing the ag­gre­gate prin­ci­pal amount for each ma­tu­rity, dated Oc­to­ber 1, 2017, num­bered from 1 up­wards and will bear in­ter­est from their date of is­suance payable on June 1, 2018 and semi­an­nu­ally there­after on each De­cem­ber 1 and June 1 un­til ma­tu­rity. The Bonds will ma­ture on June 1 of each year as fol­lows:

PRIOR RE­DEMP­TION: Bonds ma­tur­ing prior to June 1, 2025 shall not be sub­ject to re­demp­tion prior to ma­tu­rity. Bonds ma­tur­ing on or af­ter June 1, 2025 shall be sub­ject to re­demp­tion prior to ma­tu­rity at the op­tion of the District, in any or­der, in whole or in part on any date on or af­ter June 1, 2024. Bonds called for re­demp­tion shall be re­deemed at par, plus ac­crued in­ter­est to the date fixed for re­demp­tion.

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

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

IN­TER­EST RATE AND BID DE­TAILS: The Bonds shall bear in­ter­est at a rate or rates not ex­ceed­ing 6% per an­num, to be fixed by the bids there­for, ex­pressed in mul­ti­ples of 1/8 or 1/20 of 1%, or both. The in­ter­est on any one bond shall be at one rate only and all bonds ma­tur­ing in any one year must carry the same in­ter­est rate. THE IN­TER­EST RATE BORNE BY BONDS MA­TUR­ING IN ANY YEAR SHALL NOT BE AT A RATE LOWER THAN THE RATE BORNE BY BONDS MA­TUR­ING IN ANY PRE­CED­ING YEAR. No bid for the pur­chase of less than all of the Bonds, at a price less than 99.5% or more than 101% of their par value or at an in­ter­est rate or rates that will re­sult in a net in­ter­est cost of more than 7% per an­num, will be con­sid­ered.

TERM BOND OP­TION: Bonds ma­tur­ing in the years 2018-2037, in­clu­sive, are el­i­gi­ble for des­ig­na­tion by the orig­i­nal pur­chaser at the time of sale as se­rial Bonds or term Bonds, or both. There may be more than one Term Bond ma­tu­rity. How­ever, prin­ci­pal ma­tu­ri­ties des­ig­nated as Term Bonds shall be sub­ject to manda­tory re­demp­tion, in part, by lot, at par and ac­crued in­ter­est on June 1st of the year in which the Bonds are presently sched­uled to ma­ture. Each ma­tu­rity of Term Bonds and Se­rial bonds must carry the same in­ter­est rate. Any such des­ig­na­tion must be made at the time the bids are sub­mit­ted.

BOOK-EN­TRY-ONLY: The Bonds will be is­sued in book-en­try-only form as one fully-reg­is­tered bond per ma­tu­rity and will be reg­is­tered in the name of Cede & Co., as nom­i­nee for The De­pos­i­tory Trust Com­pany,(“DTC”), New York, New York. DTC will act as se­cu­ri­ties de­pos­i­tory for the Bonds. Pur­chase of the Bonds will be made in book-en­try-only form, in the de­nom­i­na­tion of $5,000 or any mul­ti­ple thereof. Pur­chasers will not re­ceive cer­tifi­cates rep­re­sent­ing their in­ter­est in Bonds pur­chased. The book-en­try-only sys­tem is de­scribed fur­ther in the nearly fi­nal of­fi­cial state­ment for the Bonds. BOND REG­IS­TRAR, PAY­ING AGENT AND DATE OF RECORD: The Hunt­ing­ton Na­tional Bank, Grand Rapids, Michi­gan has been se­lected as bond reg­is­trar and pay­ing agent (the “Bond Reg­is­trar”) for the Bonds. The Bond Reg­is­trar will keep records of the reg­is­tered hold­ers of the Bonds,

serve as trans­fer agent for the Bonds, au­then­ti­cate the orig­i­nal and any re-is­sued bonds and pay in­ter­est by check or draft mailed to the reg­is­tered hold­ers of the Bonds as shown on the reg­is­tra­tion books of the County kept by the Bond Reg­is­trar on the ap­pli­ca­ble date of record. The date of record for each in­ter­est pay­ment shall be the 15th day of the month be­fore such pay­ment is due. The prin­ci­pal of and re­demp­tion pre­mium, if any, on the Bonds will be paid when due upon pre­sen­ta­tion and sur­ren­der thereof to the Bond Reg­is­trar. As long as DTC, or its nom­i­nee Cede & Co., is the reg­is­tered owner of the Bonds, pay­ments will be made di­rectly to such reg­is­tered owner. Dis­burse­ment of such pay­ments to DTC par­tic­i­pants is the re­spon­si­bil­ity of DTC and dis­burse­ment of such pay­ments to the ben­e­fi­cial own­ers of the Bonds is the re­spon­si­bil­ity of DTC par­tic­i­pants and in­di­rect par­tic­i­pants as de­scribed in the nearly fi­nal of­fi­cial state­ment for the Bonds. The District may from time to time as re­quired des­ig­nate a suc­ces­sor bond reg­is­trar and pay­ing agent.

PUR­POSE AND SE­CU­RITY: The Bonds are to be is­sued pur­suant to the pro­vi­sions of Act No. 40, Pub­lic Acts of Michi­gan, 1956, as amended (the “Drain Code”), to de­fray the cost of con­struct­ing im­prove­ments to the Light­house Creek Drain #298 Drainage District (the “Project”), in the City of New Buf­falo and the Town­ship of New Buf­falo (the “Mu­nic­i­pal­i­ties”), Berrien County, Michi­gan (the “County”). The Bonds are to be is­sued in an­tic­i­pa­tion of, and are pri­mar­ily payable from, the col­lec­tion of in­stall­ments of as­sess­ments against the County, the Mu­nic­i­pal­i­ties, the Road Com­mis­sion, the CSX Rail­road and the ben­e­fited prop­er­ties in the District in an amount equal to the prin­ci­pal of and in­ter­est on the Bonds. The full faith and credit of the District (which has no tax­ing power) has been pledged for the prompt pay­ment of the prin­ci­pal of and in­ter­est on the Bonds.

FULL FAITH AND CREDIT OF COUNTY: Pur­suant to a res­o­lu­tion adopted by two thirds vote of its Board of Com­mis­sion­ers, the County has pledged its lim­ited tax full faith and credit as ad­di­tional se­cu­rity for the prompt pay­ment of prin­ci­pal of and in­ter­est on the Bonds. In the event and to the ex­tent that mon­eys re­quired to pay such prin­ci­pal and in­ter­est are not col­lected from the afore­men­tioned as­sess­ments the District is re­quired to pay from its gen­eral fund, as a first bud­get obli­ga­tion, suf­fi­cient mon­eys to pay such prin­ci­pal and in­ter­est. The abil­ity of the District to raise funds with which to meet such pledge is sub­ject to ap­pli­ca­ble statu­tory and con­sti­tu­tional tax lim­i­ta­tions.

BOND IN­SUR­ANCE AT PUR­CHASER’S OP­TION: If the Bonds qual­ify for is­suance of any pol­icy of mu­nic­i­pal bond in­sur­ance or com­mit­ment there­for at the op­tion of the bid­der/pur­chaser, the pur­chase of any such in­sur­ance pol­icy or the is­suance of any such com­mit­ment shall be at the op­tion and ex­pense of the pur­chaser of the Bonds. Any in­creased costs of is­suance of the Bonds re­sult­ing from such pur­chase of in­sur­ance shall be paid by the pur­chaser. Any ad­di­tional rating agency fees shall be the re­spon­si­bil­ity of the pur­chaser. FAIL­URE OF THE MU­NIC­I­PAL BOND IN­SURER TO IS­SUE THE POL­ICY AF­TER THE BONDS HAVE BEEN AWARDED TO THE PUR­CHASER SHALL NOT CON­STI­TUTE CAUSE FOR FAIL­URE OR RE­FUSAL BY THE PUR­CHASER TO AC­CEPT DE­LIV­ERY OF THE BONDS FROM THE DISTRICT.

GOOD FAITH: A cer­ti­fied or cashier’s check drawn upon an in­cor­po­rated bank or trust com­pany or a wire trans­fer in an amount equal to 2% ($42,500) of the face amount of the Bonds, and payable to the or­der of the District will be re­quired of the suc­cess­ful bid­der as a guar­an­tee of good faith on the part of the bid­der, to be for­feited as liq­ui­dated dam­ages if such bid be ac­cepted and the bid­der fails to take up and pay for the Bonds. If a check is used, it must ac­com­pany each bid. If a wire trans­fer is used, the suc­cess­ful bid­der is re­quired to wire the good faith de­posit not later than Noon, pre­vail­ing East­ern Time, on the next busi­ness day fol­low­ing the sale us­ing the wire in­struc­tions pro­vided by Mu­nic­i­pal Fi­nan­cial Con­sul­tants In­cor­po­rated. The good faith de­posit will be ap­plied to the pur­chase price of the Bonds. No in­ter­est shall be al­lowed on the good faith checks, and checks of each un­suc­cess­ful bid­der will be promptly re­turned to such bid­der’s rep­re­sen­ta­tive or by reg­is­tered mail. The good faith check of the suc­cess­ful bid­der will be cashed im­me­di­ately, in which event, pay­ment of the bal­ance of the pur­chase price of the Bonds shall be made at the clos­ing.

AWARD OF THE BONDS – TRUE IN­TER­EST COST: The Bonds will be awarded to the bid­der whose bid pro­duces the low­est true in­ter­est cost de­ter­mined in the fol­low­ing man­ner: the low­est true in­ter­est cost will be the sin­gle in­ter­est rate (com­pounded on June 1, 2018 and semi-an­nu­ally there­after) nec­es­sary to dis­count the debt ser­vice pay­ments from their re­spec­tive pay­ment dates to Oc­to­ber 1, 2017 in an amount equal to the price bid, ex­clud­ing ac­crued in­ter­est. Oc­to­ber 12, 2017 is the an­tic­i­pated date of de­liv­ery of the Bonds.

LE­GAL OPIN­ION: Bids shall be con­di­tioned upon the ap­prov­ing opin­ion of Clark Hill PLC, Detroit, Michi­gan (the “Bond Coun­sel”), a copy of which will be printed on the re­verse side of each bond and the orig­i­nal of which will be fur­nished with­out ex­pense to the pur­chaser of the Bonds at the de­liv­ery thereof. The fees of Bond Coun­sel for its ser­vices in con­nec­tion with such ap­prov­ing opin­ion are ex­pected to be paid from Bond Pro­ceeds. Ex­cept to the ex­tent nec­es­sary to is­sue such opin­ion and as de­scribed in the Of­fi­cial State­ment, Bond Coun­sel has not been re­quested to ex­am­ine or re­view, and has not ex­am­ined or re­viewed, any fi­nan­cial doc­u­ments, state­ments or other ma­te­ri­als that have been or may be fur­nished in con­nec­tion with the au­tho­riza­tion, mar­ket­ing or is­suance of the Bonds and, there­fore, has not ex­pressed and will not ex­press an opin­ion with re­spect to the ac­cu­racy or com­plete­ness of the Of­fi­cial State­ment or any such fi­nan­cial doc­u­ments, state­ments or ma­te­ri­als.

TAX MAT­TERS: In the opin­ion of Bond coun­sel, sub­ject, how­ever to cer­tain qual­i­fi­ca­tions de­scribed herein, un­der ex­ist­ing law, the in­ter­est on the Bonds is ex­cluded from gross in­come for fed­eral in­come tax pur­poses, such in­ter­est is not an item of tax pref­er­ence for pur­poses of the fed­eral al­ter­na­tive min­i­mum tax im­posed on in­di­vid­u­als and cor­po­ra­tions, al­though for the pur­pose of com­put­ing the al­ter­na­tive min­i­mum tax im­posed on cer­tain cor­po­ra­tions, such in­ter­est is taken into ac­count in de­ter­min­ing cer­tain in­come and earn­ings. In the fur­ther opin­ion of Bond Coun­sel, the Bonds and the in­ter­est thereon are ex­empt from all tax­a­tion in the State of Michi­gan ex­cept in­her­i­tance and es­tate taxes and taxes on gains re­al­ized from the sale, pay­ment or other dis­po­si­tion thereof.

“QUAL­I­FIED TAX-EX­EMPT OBLI­GA­TIONS”: The Bonds have been des­ig­nated as “qual­i­fied tax-ex­empt obli­ga­tions” within the mean­ing of Sec­tion 265(b)(3) of the In­ter­nal Rev­enue Code of 1986. “IS­SUE PRICE”: The win­ning bid­der shall as­sist the Is­suer in es­tab­lish­ing the is­sue price of the Bonds and shall ex­e­cute and de­liver to the Is­suer at Clos­ing an “is­sue price” or sim­i­lar cer­tifi­cate set­ting forth the rea­son­ably ex­pected ini­tial of­fer­ing price to the pub­lic or the sales price or prices of the Bonds, to­gether with the sup­port­ing pric­ing wires or equiv­a­lent com­mu­ni­ca­tions, sub­stan­tially in the form pro­vided by Bond Coun­sel, with such mod­i­fi­ca­tions as may be ap­pro­pri­ate or nec­es­sary, in the rea­son­able judg­ment of the win­ning bid­der, the Is­suer and Bond Coun­sel. All ac­tions to be taken by the Is­suer un­der this No­tice of Sale to es­tab­lish the is­sue price of the Bonds may be taken on be­half of the Is­suer by the Is­suer’s mu­nic­i­pal ad­vi­sor iden­ti­fied herein and any no­tice or re­port to be pro­vided to the Is­suer may be pro­vided to the Is­suer’s mu­nic­i­pal ad­vi­sor.

The Is­suer in­tends that the pro­vi­sions of Trea­sury Reg­u­la­tion Sec­tion 1.148-1(f)(3)(i) (defin­ing “com­pet­i­tive sale” for pur­poses of es­tab­lish­ing the is­sue price of the Bonds) will ap­ply to the ini­tial sale of the Bonds (the “com­pet­i­tive sale re­quire­ments”) be­cause:

(1) the Is­suer is dis­sem­i­nat­ing this No­tice of Sale to po­ten­tial un­der­writ­ers in a man­ner that is rea­son­ably de­signed to reach po­ten­tial un­der­writ­ers;

(2) all bid­ders shall have an equal op­por­tu­nity to bid;

(3) the Is­suer an­tic­i­pates re­ceiv­ing bids from at least three un­der­writ­ers of mu­nic­i­pal bonds who have es­tab­lished in­dus­try rep­u­ta­tions for un­der­writ­ing new is­suances of mu­nic­i­pal bonds; and

(4) the Is­suer an­tic­i­pates award­ing the sale of the Bonds to the bid­der who sub­mits a firm of­fer to pur­chase the Bonds at the low­est true in­ter­est cost, as set forth in this No­tice of Sale.

Any bid sub­mit­ted pur­suant to this No­tice of Sale shall be con­sid­ered a firm of­fer for the pur­chase of the Bonds, as spec­i­fied in the bid.

In the event that com­pet­i­tive sale re­quire­ments are sat­is­fied, the win­ning bid­der shall be ex­pected to cer­tify as to the rea­son­ably ex­pected ini­tially of­fer­ing price of the Bonds to the pub­lic.

In the event that the com­pet­i­tive sale re­quire­ments are not sat­is­fied, the Is­suer shall so ad­vise the win­ning bid­der. The Is­suer shall treat (i) the first price at which 10% of a ma­tu­rity of the Bonds (the “10% test”) is sold to the pub­lic as of the sale date as the is­sue price of that ma­tu­rity and (ii) the ini­tial of­fer­ing price to the pub­lic as of the sale date of any ma­tu­rity of the Bonds not sat­is­fy­ing the 10% test as of the sale date as the is­sue price of that ma­tu­rity (the “hold-the-of­fer­ing-price rule”), in each case ap­plied on a ma­tu­rity-by-ma­tu­rity ba­sis (and if dif­fer­ent in­ter­est rates ap­ply within a ma­tu­rity, to each sep­a­rate CUSIP num­ber within that ma­tu­rity). The win­ning bid­der shall ad­vise the Is­suer if any ma­tu­rity of the Bonds sat­is­fies the 10% test as of the date and time of the award of the Bonds. Any ma­tu­rity of the Bonds (and if dif­fer­ent in­ter­est rates ap­ply within a ma­tu­rity, to each sep­a­rate CUSIP num­ber within that ma­tu­rity) that does not sat­isfy the 10% test as of the date and time of the award of the Bonds shall be sub­ject to the hold-the-of­fer­ing-price rule. Bids will not be sub­ject to can­cel­la­tion in the event that any ma­tu­rity of the Bonds is sub­ject to the hold-the-of­fer­ing-price rule. Bid­ders should pre­pare their bids on the as­sump­tion that some or all of the ma­tu­ri­ties of the Bonds will be sub­ject to the hold-the-of­fer­ing-price rule in or­der to es­tab­lish the is­sue price of the Bonds.

By sub­mit­ting a bid, each bid­der con­firms that, ex­cept as oth­er­wise pro­vided in its bid, it has an es­tab­lished in­dus­try rep­u­ta­tion for un­der­writ­ing new is­suances of mu­nic­i­pal bonds, and, fur­ther, the win­ning bid­der shall (i) con­firm that the un­der­writ­ers have of­fered or will of­fer the Bonds to the pub­lic on or be­fore the date of award at the of­fer­ing price or prices (the “ini­tial of­fer­ing price”), or at the cor­re­spond­ing yield or yields, set forth in the bid sub­mit­ted by the win­ning bid­der and (ii) agree, on be­half of the un­der­writ­ers par­tic­i­pat­ing in the pur­chase of the Bonds, that the un­der­writ­ers will nei­ther of­fer nor sell un­sold Bonds of any ma­tu­rity to which the hold-the-of­fer­ing-price rule shall ap­ply to any per­son at a price that is higher than the ini­tial of­fer­ing price to the pub­lic dur­ing the pe­riod start­ing on the sale date and end­ing on the ear­lier of the fol­low­ing:

(1) the close of the fifth (5th) busi­ness day af­ter the sale date; or

(2) the date on which the un­der­writ­ers have sold at least 10% of that ma­tu­rity of the Bonds to the pub­lic at a price that is no higher than the ini­tial of­fer­ing price to the pub­lic.

The win­ning bid­der shall promptly ad­vise the Is­suer when the un­der­writ­ers have sold 10% of that ma­tu­rity of the Bonds to the pub­lic at a price that is no higher than the ini­tial of­fer­ing price to the pub­lic, if that oc­curs prior to the close of the fifth (5th) busi­ness day af­ter the sale date.

The Is­suer ac­knowl­edges that, in mak­ing the rep­re­sen­ta­tion set forth above, the win­ning bid­der will rely on (i) the agree­ment of each un­der­writer to com­ply with the hold-the-of­fer­ing-price rule, as set forth in an agree­ment among un­der­writ­ers and the re­lated pric­ing wires, (ii) in the event a sell­ing group has been cre­ated in con­nec­tion with the ini­tial sale of the Bonds to the pub­lic, the agree­ment of each dealer who is a mem­ber of the sell­ing group to com­ply with the hold-the-of­fer­ing-price rule, as set forth in a sell­ing group agree­ment and the re­lated pric­ing wires, and (iii) in the event that an un­der­writer is a party to a re­tail dis­tri­bu­tion agree­ment that was em­ployed in con­nec­tion with the ini­tial sale of the Bonds to the pub­lic, the agree­ment of each bro­ker-dealer that is a party to such agree­ment to com­ply with the hold-the-of­fer­ing-price rule, as set forth in the re­tail dis­tri­bu­tion agree­ment and the re­lated pric­ing wires. The Is­suer fur­ther ac­knowl­edges that each un­der­writer shall be solely li­able for its fail­ure to com­ply with its agree­ment re­gard­ing the hold-the-of­fer­ing-price rule and that no un­der­writer shall be li­able for the fail­ure of any other un­der­writer, or of any dealer who is a mem­ber of a sell­ing group, or of any bro­ker-dealer that is a party to a re­tail dis­tri­bu­tion agree­ment to com­ply with its cor­re­spond­ing agree­ment re­gard­ing the hold-the-of­fer­ing-price rule as ap­pli­ca­ble to the Bonds.

By sub­mit­ting a bid, each bid­der con­firms that: (i) any agree­ment among un­der­writ­ers, any sell­ing group agree­ment and each re­tail dis­tri­bu­tion agree­ment (to which the bid­der is a party) re­lat­ing to the ini­tial sale of the Bonds to the pub­lic, to­gether with the re­lated pric­ing wires, con­tains or will con­tain lan­guage obli­gat­ing each un­der­writer, each dealer who is a mem­ber of the sell­ing group, and each bro­ker-dealer that is a party to such re­tail dis­tri­bu­tion agree­ment, as ap­pli­ca­ble, to com­ply with the hold-the-of­fer­ing-price rule if and for so long as di­rected by the win­ning bid­der and as set forth in the re­lated pric­ing wires, and (ii) any agree­ment among un­der­writ­ers re­lat­ing to the ini­tial sale of the Bonds to the pub­lic, to­gether with the re­lated pric­ing wires, con­tains or will con­tain lan­guage obli­gat­ing each un­der­writer that is a party to a re­tail dis­tri­bu­tion agree­ment to be em­ployed in con­nec­tion with the ini­tial sale of the Bonds to the pub­lic to re­quire each bro­ker-dealer that is a party to such re­tail dis­tri­bu­tion agree­ment to com­ply with the hold-the-of­fer­ing-price rule if and for so long as di­rected by the win­ning bid­der or such un­der­writer and as set forth in the re­lated pric­ing wires.

Sales of any Bonds to any per­son that is a re­lated party to an un­der­writer shall not con­sti­tute sales to the pub­lic for pur­poses of this No­tice of Sale. Fur­ther, for pur­poses of this No­tice of Sale:

(i) “pub­lic” means any per­son other than an un­der­writer or a re­lated party,

(ii) “un­der­writer” means (A) any per­son that agrees pur­suant to a writ­ten con­tract with the Is­suer (or with the lead un­der­writer to form an un­der­writ­ing syn­di­cate) to par­tic­i­pate in the ini­tial sale of the Bonds to the pub­lic and (B) any per­son that agrees pur­suant to a writ­ten con­tract di­rectly or in­di­rectly with a per­son de­scribed in clause (A) to par­tic­i­pate in the ini­tial sale of the Bonds to the pub­lic (in­clud­ing a mem­ber of a sell­ing group or a party to a re­tail dis­tri­bu­tion agree­ment par­tic­i­pat­ing in the ini­tial sale of the Bonds to the pub­lic),

(iii) a pur­chaser of any of the Bonds is a “re­lated party” to an un­der­writer if the un­der­writer and the pur­chaser are sub­ject, di­rectly or in­di­rectly, to (i) at least 50% com­mon own­er­ship of the vot­ing power or the to­tal value of their stock, if both en­ti­ties are cor­po­ra­tions (in­clud­ing direct own­er­ship by one cor­po­ra­tion of an­other), (ii) more than 50% com­mon own­er­ship of their cap­i­tal in­ter­ests or prof­its in­ter­ests, if both en­ti­ties are part­ner­ships (in­clud­ing direct own­er­ship by one part­ner­ship of an­other), or (iii) more than 50% com­mon own­er­ship of the value of the out­stand­ing stock of the cor­po­ra­tion or the cap­i­tal in­ter­ests or profit in­ter­ests of the part­ner­ship, as ap­pli­ca­ble, if one en­tity is a cor­po­ra­tion and the other en­tity is a part­ner­ship (in­clud­ing direct own­er­ship of the ap­pli­ca­ble stock or in­ter­ests by one en­tity of the other), and

(iv) “sale date” means the date that the Bonds are awarded by the Is­suer to the win­ning bid­der.

DE­LIV­ERY OF BONDS: The County will fur­nish Bonds ready for ex­e­cu­tion at its ex­pense. Bonds will be de­liv­ered with­out ex­pense to the Pur­chaser. The usual clos­ing doc­u­ments, in­clud­ing a cer­tifi­cate that no lit­i­ga­tion is pend­ing af­fect­ing the is­suance of the Bonds, will be de­liv­ered at the time of de­liv­ery of the Bonds. If the Bonds are not ten­dered for de­liv­ery by twelve o’clock noon, East­ern Time, on the 45th day fol­low­ing the date of sale, or the first busi­ness day there­after if said 45th day is not a busi­ness day, the suc­cess­ful bid­der may on that day, or any time there­after un­til de­liv­ery of the Bonds, with­draw its bid by serv­ing writ­ten no­tice of can­cel­la­tion on the un­der­signed, in which event the County shall promptly re­turn the good faith de­posit. Pay­ment for the Bonds shall be made in Fed­eral Re­serve Funds. Ac­crued in­ter­est to the date of de­liv­ery of the Bonds shall be paid by the Pur­chaser at the time of de­liv­ery. Not­with­stand­ing the fore­go­ing, the suc­cess­ful bid­der will be re­quired to pay for and ac­cept de­liv­ery of the Bonds on or about Oc­to­ber 12, 2017. UN­DER­TAK­ING TO PRO­VIDE CON­TIN­U­ING DIS­CLO­SURE: In or­der to as­sist bid­ders in com­ply­ing with SEC Rule 15c2-12, as amended, the District and the County (pur­suant to a res­o­lu­tion or Or­der of its gov­ern­ing bod­ies) will covenant to un­der­take, to pro­vide an­nual re­ports and timely no­tice of cer­tain events for the ben­e­fit of ben­e­fi­cial own­ers of the Bonds. The de­tails and terms of the un­der­tak­ing are set forth in a Con­tin­u­ing Dis­clo­sure Cer­tifi­cate to be ex­e­cuted and de­liv­ered by the District and the County, a form of which is in­cluded in the nearly fi­nal of­fi­cial state­ment and in the fi­nal of­fi­cial state­ment.

OF­FI­CIAL STATE­MENT: Hard Copy

A copy of the nearly fi­nal of­fi­cial state­ment (the “Nearly Fi­nal Of­fi­cial State­ment”) may be ob­tained by con­tact­ing Mu­nic­i­pal Fi­nan­cial Con­sul­tants In­cor­po­rated at the ad­dress listed be­low. The Nearly Fi­nal Of­fi­cial State­ment is in a form deemed fi­nal as of its date by the District for pur­poses of SEC Rule 15c2-12(b)(1), but is sub­ject to re­vi­sion, amend­ment and com­ple­tion of a fi­nal of­fi­cial state­ment (the “Fi­nal Of­fi­cial State­ment”). The suc­cess­ful bid­der shall sup­ply to the District within twenty-four hours (24) af­ter the award of the Bonds, all pric­ing in­for­ma­tion and any un­der­writer iden­ti­fi­ca­tion de­ter­mined by Bond Coun­sel to be nec­es­sary to com­plete the Fi­nal Of­fi­cial State­ment.

In­ter­net

In ad­di­tion, the District has au­tho­rized the prepa­ra­tion and dis­tri­bu­tion of a Nearly Fi­nal Of­fi­cial State­ment con­tain­ing in­for­ma­tion re­lat­ing to the Bonds via the In­ter­net. The Nearly Fi­nal Of­fi­cial State­ment can be viewed and down­loaded at http://www.i-deal­prospec­tus.com/PDF.asp?doc=76916 or www.tm3.com.

The District will fur­nish to the suc­cess­ful bid­der, at no cost, 20 copies of the Fi­nal Of­fi­cial State­ment within seven (7) busi­ness days af­ter the award of the Bonds. Ad­di­tional copies will be sup­plied upon the bid­der’s agree­ment to pay the cost in­curred by the District for those ad­di­tional copies.

The District shall de­liver at clos­ing an ex­e­cuted cer­tifi­cate to the ef­fect that as of the date of de­liv­ery the in­for­ma­tion con­tained in the Fi­nal Of­fi­cial State­ment, in­clud­ing re­vi­sions, amend­ments and com­ple­tions as nec­es­sary, re­lat­ing to the District and the Bonds is true and cor­rect in all ma­te­rial re­spects, and that such Fi­nal Of­fi­cial State­ment does not con­tain any un­true state­ment of a ma­te­rial fact or omit to state a ma­te­rial fact nec­es­sary to make state­ments therein, in light of the cir­cum­stances un­der which they were made, not mis­lead­ing.

CUSIP NUM­BERS: It is an­tic­i­pated that CUSIP num­bers will be printed on the Bonds, but nei­ther the fail­ure to print such num­bers nor any im­prop­erly printed num­ber shall con­sti­tute cause for the pur­chaser to refuse to ac­cept de­liv­ery of, or to pay for the Bonds. All ex­penses for print­ing CUSIP num­bers on the Bonds will be paid by the District, ex­cept that the CUSIP Ser­vice Bureau charge for the as­sign­ment of such num­bers shall be the re­spon­si­bil­ity of and paid for by the pur­chaser.

BID­DER CER­TI­FI­CA­TION: NOT “IRAN-LINKED BUSI­NESS”: By sub­mit­ting a bid, the bid­der shall be deemed to have cer­ti­fied that it is not an “Iran-Linked Busi­ness” as de­fined in Act No. 517, Pub­lic Acts of Michi­gan, 2012; MCL 129.311 et seq.

AD­DI­TIONAL IN­FOR­MA­TION: Fur­ther in­for­ma­tion may be ob­tained from Mered­ith A. Shanle or John R. Axe, Mu­nic­i­pal Fi­nan­cial Con­sul­tants In­cor­po­rated, 500 Wood­ward Ave., Suite 3500, Of­fice #3559, Detroit, Michi­gan 48226 (tele­phone (313) 408-5990 or 313-330-9696).

THE RIGHT IS RE­SERVED TO RE­JECT ANY OR ALL BIDS.

EN­VELOPES: En­velopes con­tain­ing the bids should be plainly marked “Bid for County of Berrien, Light­house Creek Drain #298 Drainage District, Drain Bonds, Se­ries 2017.”

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