The attached Resolution No. 24-19 and related financing documents are necessary in order to authorize the Chair and Superintendent to proceed with causing the issuance of the Certificates of Participation, Series 2024A, in an amount not to exceed $36 million in aggregate principal amount, in order to finance through a lease-purchase arrangement the construction of two new classroom wings at Lake Asbury Junior High and Oakleaf Junior High. The new wings are estimated to cost approximately $36 million and any remaining balance will be funded from a combination of other capital outlay revenue sources including, but not limited to: impact fees and local capital improvement (LCIF) revenues. The attached Resolution will also approve certain amendments to the Master Lease-Purchase Agreement and Master Trust Agreement to modernize such documents in light of presently accepted financing terms. The attached Resolution and related documents will authorize the Chair and Superintendent to take the appropriate steps to cause the issuance of the Certificates of Participation, Series 2024A in order to properly fund the project account and the related costs of issuance account.

The attached Resolution No. 24-20 and related financing documents are necessary in order to authorize the Chair and Superintendent to proceed with causing the issuance of the Refunding Certificates of Participation, Series 2024B, in an amount not to exceed $17,000,000 in aggregate principal amount. The attached Resolution and related documents will authorize the Chair and Superintendent to take the appropriate steps to cause the issuance of the Refunding Certificates of Participation, Series 2024B in order to refund all of the outstanding Certificates of Participation, Series 2012; Certificates of Participation, Series 2014; and Certificates of Participation, Series 2017 (together, the “Refunded Certificates”). The issuance of the Certificates of Participation, Series 2024B and the refunding of the Refunded Certificates will serve to achieve a restructuring of the School Board’s financing program.

The sale of the Certificates of Participation, Series 2024A, will allow for the construction of two new classroom wings at Lake Asbury Junior High and Oakleaf Junior High.

The sale of the Certificates of Participation, Series 2024B, will allow for the restructuring of School Board’s financing program and basic rent payments due under the Master Lease Purchase Agreement.

NA

Approval of Resolution No. 24-19 Authorizing the Issuance of the Certificates of Participation, Series 2024A.

Approval of Resolution No. 24-20 Authorizing the Issuance of the Refunding Certificates of Participation, Series 2024B.

Goal 5: Ensure fiscal responsibility through the effective management of district operations in an effort to maximize available resources necessary to provide an environment that is safe,m efficient, and conductive to learning.

Approval of the Superintendent's recommendation to approve Resolution No. 24-19 and Resolution No. 24-20 which authorizes the issuance of the Certificates of Participation, Series 2024A and Refunding Certificates of Participation, Series 2024B, through a negotiated sale with Raymond James & Associates, Inc., as the underwriter and confirms U.S. Bank Trust Company, National Association, as trustee. Adoption of the resolution also demonstrates the School Board's approval to the following documents and actions which are attached hereto:

Series 2024A Certificates

• Ground Lease of the project sites to the Clay School Board Leasing Corporation, a Florida not-for-profit corporation, and the lease-purchase of the sites and schools from the corporation,
• Authorization to execute and deliver the Series 2024A Ground Lease Agreement,
• Authorization to execute and deliver the Lease Schedule No. 2024A,
• Authorization to execute and deliver the Series 2024A Supplemental Trust Agreement with U.S. Bank Trust Company, National Association as Trustee,
• Approval of the Assignment of Series 2024A Ground Lease,
• Approval of the Series 2024A Amendment to Assignment of the Lease Agreement,
• Authorization to execute and deliver the Continuing Disclosure Agreement,
• Authorize the Chairman and Superintendent, or their designee to execute and deliver the Certificate Purchase Contract, if certain parameters are satisfied, and all other necessary documents to implement the financing plan and
• Authorize the Chairman and Superintendent, or their designee, to distribute the Preliminary Offering Statement in a deemed "final" form and to execute and deliver the Offering Statement,
• Authorize the Chairman and Superintendent, or their designee, to purchase bond insurance if deemed to be financially advantageous.

Series 2024B Certificates

• Authorization to execute and deliver the Second Amendment to Series 2008 Ground Lease Agreement,
• Authorization to execute and deliver the Second Amended and Restated Lease Schedule No. 2008,
• Authorization to execute and deliver the Series 2024B Supplemental and Trust Agreement with U.S. Bank Trust Company, National Association as Trustee,
• Authorization to execute and deliver the Escrow Deposit Agreement (Series 2012 and 2014 Certificates) with U.S. Bank Trust Company; National Association as Escrow Agent,,
• Authorization to execute and deliver the Continuing Disclosure Agreement,
• Authorization to release and terminate Second Amended and Restated Lease Schedule No. 2000; Amended and Restated Lease Schedule No. 2003 and Amended and Restated Lease Schedule No. 2005 relating the refunding of the Refunded Certificates,
• Authorize the Chairman and Superintendent, or their designee, to execute and deliver the Certificate Purchase contract, if certain parameters are satisfied, and all other necessary documents to implement the financing plan and
• Authorize the Chairman and Superintendent, or their designee, to distribute the Preliminary Offering Statement in a deemed "final" form and to execute and deliver the Offering Statement,
• Authorize the Chairman and Superintendent, or their designee, to purchase bond insurance if deemed to be financially advantageous.