The attached Resolution No. 24-22 rescinds and repeals Resolution Nos. 24-19 and 24-20 both adopted by the School Board on April 4, 2024. The attached Resolution 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 $56 million in aggregate principal amount, in order to finance (including through reimbursement) through a lease-purchase arrangement the construction of two new classroom wings at Lake Asbury Junior High and Oakleaf Junior High and the construction of Spring Park Elementary School. The project is estimated to cost approximately $56 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.

Additionally, the Resolution authorizes the Chair and Superintendent to take the appropriate steps to cause the cash defeasance of the Certificates of Participation, Series 2012; Certificates of Participation, Series 2014; and Certificates of Participation, Series 2017 (the “Defeased Certificates”) from legally available moneys of the District. The defeasance of the Defeased 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 defeasance of the Defeased Certificates will allow for the restructuring of School Board’s financing program and basic rent payments due under the Master Lease Purchase Agreement.

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Approval of Resolution No. 24-22 Authorizing the Issuance of the Certificates of Participation, Series 2024A and the Cash Defeasance of the Certificates of Participation, Series 2012; Certificates of Participation, Series 2014; and Certificates of Participation, Series 2017.

Approval by Clay School Board Leasing Corporation of Resolution No. 24-22A Authorizing the Issuance of the Certificates of Participation, Series 2024A.

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. 24-22 which authorizes (i) the issuance of the Certificates of Participation, Series 2024A through a negotiated sale with Raymond James & Associates, Inc., as the underwriter and confirms U.S. Bank Trust Company, National Association, as trustee and (ii) the cash defeasance of the Certificates of Participation, Series 2012; Certificates of Participation, Series 2014; and Certificates of Participation, Series 2017 from legally available moneys of the District and confirms U.S. Bank Trust Company, National Association as escrow agent. Adoption of the resolution also demonstrates the School Board's approval of the following documents and actions which are attached hereto:

Financing Documents:

• 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 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,
• 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 and
• 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.