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HomeMy WebLinkAboutLB Resolution 2022.2023-06 Bond Resolution r BUTLER I SNOW MEMORANDUM To: Clay County Utility Authority Board of Supervisors From: Emily Magee, Esq. Date: June 20, 2023 Subject: A Resolution Amending the Calculation of Annual Debt Service and the Issuance of Additional Bonds The proposed issuance by the Authority of its Utilities System Revenue Bond, Series 2023 (the"2023 Bond")is governed in part by the requirements of Resolution No. 93/94-27(as amended and supplemented, the "Resolution"). In particular, Section 6.02 of the Resolution dictates the financial requirements that must be satisfied for the issuance of additional debt (the "Additional Bonds Test"). The Additional Bonds Test is currently geared towards long-term debt, rather than short- or mid-term debt such as the 2023 Bond. Accordingly, based on the 8-year maturity of the co Series 2023 Bond with a 3-year optional tender by the bank, the Authority is unable to satisfy the d Additional Bonds Test for the 2023 Bond. as co o r The Truist Bank affiliates which hold the Series 2015 Bond and the Series 2019 Bond have 3 agreed to waive the current Additional Bonds Test and consent to the issuance of the 2023 Bond, ILI provided that the Authority adopt a supplemental resolution which amends the Additional Bonds ce Test going forward. A draft of the proposed supplemental resolution is attached hereto (the "Supplemental Resolution"), amending the relevant sections of the Resolution relating to the calculation of the annual debt service and the Additional Bonds Test. These amendments will provide the Authority with greater financial flexibility to issue additional debt in the future and keep pace with industry lending practices. CERTIFICATE AS TO TRUE COPY Resolution No. 2022/2023-06 I, Janice Loudermilk, Secretary of the Board of Supervisors of the Clay County Utility Authority, DO HEREBY CERTIFY that attached hereto is a true and correct copy of Resolution No. 2022/2023-06 duly adopted by said Board of Supervisors on June 20, 2023. And that such resolution has not been modified, changed or revoked, and is in full force and effect on the date hereof. Dated this 20th day of June, 2023. (SEAL) Secretary, Board of Supervisors, Clay County Utility Authority 69502736.v4 CLAY COUNTY UTILITY AUTHORITY RESOLUTION NO.2022/2023-06 A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE CLAY COUNTY UTILITY AUTHORITY SUPPLEMENTING RESOLUTION NO. 93/94-27 ADOPTED BY THE BOARD OF COUNTY COMMISSIONERS OF CLAY COUNTY, FLORIDA ON DECEMBER 14, 1993, AND ASSUMED BY THE AUTHORITY PURSUANT TO RESOLUTION NO. 94/95-5 ADOPTED BY THE BOARD OF SUPERVISORS OF THE AUTHORITY ON OCTOBER 1, 1994, AS AMENDED BY RESOLUTION NO. 2002/2003-10 ADOPTED BY THE BOARD OF SUPERVISORS OF THE AUTHORITY ON FEBRUARY 18, 2003, WHICH RESOLUTION PROVIDED FOR THE ISSUANCE OF CERTAIN UTILITIES SYSTEM REVENUE BONDS TO FINANCE OR REFINANCE THE COSTS OF THE ACQUISITION, CONSTRUCTION AND INSTALLATION OF CERTAIN ADDITIONS, EXTENSIONS AND IMPROVEMENTS TO THE UTILITIES SYSTEM; ACCEPTING THE PROPOSAL OF TRUIST COMMERCIAL EQUITY, INC. TO PROVIDE THE AUTHORITY WITH A LOAN IN A PRINCIPAL AMOUNT NOT TO EXCEED $75,000,000 FOR THE PURPOSES OF FINANCING THE COST OF THE ACQUISITION, CONSTRUCTION AND INSTALLATION OF CERTAIN CAPITAL IMPROVEMENTS TO THE SYSTEM AND PAYING RELATED CLOSING COSTS;AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT WITH SAID LENDER AND A RELATED UTILITIES SYSTEM REVENUE BOND, SERIES 2023, IN A PRINCIPAL AMOUNT NOT TO EXCEED $75,000,000 TO SECURE THE LOAN AGREEMENT; PROVIDING THAT SUCH SERIES 2023 BOND SHALL CONSTITUTE AND BE SECURED AS AN "ADDITIONAL BOND"UNDER SUCH RESOLUTION;APPROVING TRUIST BANK AS ESCROW AGENT AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE FORM OF ESCROW AGREEMENT; AUTHORIZING THE EXECUTION AND DELIVERY OF OTHER DOCUMENTS IN CONNECTION WITH SAID LOAN; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE CLAY COUNTY UTILITY AUTHORITY: SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to the provisions of Chapter 94-491,Laws of Florida, Special Acts of 1994,as amended,and other applicable provisions of law (collectively, the "Act") and in accordance with Resolution 93/94-27 adopted by the Board of County Commissioners of Clay County, Florida on December 14, 1993, as heretofore amended and supplemented, and assumed by the Clay County Utility Authority (the "Issuer") pursuant to the 69502736.v4 provisions thereof and of the Act and Resolution No. 94/95-5 duly adopted by the Board of Supervisors of the Issuer on October 1, 1994, as amended and supplemented from time to time,particularly as amended by Resolution No. 2002/2003-10 duly adopted by the Board of Supervisors of the Issuer on February 18, 2003 (collectively, the "Original Resolution"). Capitalized terms used herein but not defined herein shall have the meanings assigned to such terms in the Original Resolution. SECTION 2. FINDINGS. It is hereby ascertained, determined and declared: (A) The Issuer deems it necessary, desirable and in the best interests of the Issuer that the Issuer undertake to(i)finance the cost of the acquisition, construction and installation of certain capital improvements to the System in accordance with plans and specifications on file or to be on file with the Issuer(collectively,the"Project")and(ii)pay related closing costs. (B) The Issuer has obtained a proposal(the"Proposal")for a loan(the"Loan")in a principal amount not to exceed $75,000,000 from Truist Commercial Equity, Inc. (the "Lender"), the proceeds of which will be applied to pay the cost of the Project and pay related closing costs. (C) The Loan will be secured by a pledge of the Pledged Funds under the Loan Agreement between the Issuer and the Lender,substantially in the form attached hereto as Exhibit A(the "Loan Agreement"), pursuant to which the Issuer will issue its Utilities System Revenue Bond, Series 2023 (the"Bond"),to secure the repayment of the Loan. (D) The Original Resolution, in Section 6.02 thereof, provides for the issuance of Additional Bonds payable from the Pledged Funds under the terms, limitations and conditions provided therein. The Issuer will issue the Bond as an Additional Bond within the authorization contained in Section 6.02 of the Original Resolution and with consent of a majority of the Holders of the Parity Obligations (hereinafter defined). The Bond will be secured on a parity with the Issuer's outstanding Utilities System Revenue Refunding Note, Series 2012, Utilities System Revenue Refunding Note, Series 2015 and Utilities System Revenue Refunding Note, Series 2019 (collectively, the "Parity Obligations"). (E) The estimated Pledged Funds will be sufficient to pay the principal of, prepayment premium, if any, and interest on the Bond,as the same become due, and all other payments provided for in the Original Resolution, as supplemented by this Supplemental Resolution and as the same may from time to time be amended, modified or supplemented by any and all Supplemental Resolutions adopted hereafter(collectively,the"Resolution"). (F) The principal of,prepayment premium, if any, and interest on the Bond and all other payments provided for in the Resolution will be paid solely from the sources provided in the Resolution in accordance with the terms thereof; and no ad valorem taxing power of the Issuer will ever be exercised nor will any Holder of the Bond have the right to compel the exercise of such ad valorem taxing power to pay the principal of or interest on the Bond or to make any other payments provided for in the Resolution,and the Bond shall not constitute a lien upon any property of the Issuer or any property situated within its corporate territorial limits, except the Pledged Funds as provided in the Resolution. (G) The Issuer,working with the Issuer's financial advisor,PFM Financial Advisors LLC (the"Financial Advisor"), sent a Request for Proposals("RFP")to provide the Loan and purchase the Bond to all known financial institutions considered to be interested in submitting a response to the RFP. The Issuer, having consulted with the Financial Advisor, Bond Counsel and Issuer's Counsel, 69502736.v4 determined that the Proposal submitted to the Issuer by the Lender contained terms which will be the most favorable to the Issuer. Because of the nature of the Bond, prevailing market conditions and the ability of the Issuer to negotiate a direct placement of the Bond with the Lender, the negotiated sale of the Bond to the Issuer in substantial accordance with the Proposal is hereby found to be in the best interests of the Issuer;provided that the provisions of the Resolution,the Loan Agreement and the Bond shall control to the extent of any conflict with the provisions of the Proposal. SECTION 3. AUTHORIZATION FOR PROJECT. The Issuer hereby authorizes the Project. SECTION 4. ACCEPTANCE OF PROPOSAL. The Issuer hereby accepts the Proposal of the Lender to provide the Issuer with the Loan. SECTION 5. AUTHORIZATION OF LOAN AGREEMENT. The Loan and the repayment of the Loan by the Issuer shall be pursuant to the terms and provisions of the Loan Agreement. The Issuer hereby authorizes the Chairman to execute and the Secretary of the Board of Supervisors (the "Secretary") of the Issuer to attest, and deliver on behalf of the Issuer the Loan Agreement by and between the Issuer and the Lender substantially in the form attached hereto as Exhibit A(the"Loan Agreement"),with such changes, insertions and additions as the Chairman may approve, such execution thereof being evidence of such approval. The Loan Agreement is incorporated herein by reference and the Bond shall be an Additional Bond under the Bond Resolution and all of the covenants contained in the Bond Resolution shall be fully applicable to the Bond as if originally issued thereunder. SECTION 6. AUTHORIZATION OF BOND. The Issuer hereby authorizes the issuance of the Bond pursuant to the Original Resolution and the Loan Agreement in the principal amount of not exceeding $75,000,000 for the purpose of providing the Issuer with sufficient funds to pay the cost of the Project and pay related closing costs. The Chairman and the Secretary are hereby authorized to execute,seal and deliver on behalf of the Issuer,the Bond and other documents,instruments,agreements and certificates necessary or desirable to effectuate the Loan as provided in the Loan Agreement. The Bond shall be issued in a principal amount not exceeding $75,000,000, shall bear interest at an interest rate not exceeding 3.56%per annum(subject to adjustment to the Taxable Rate or the Default Rate (as such terms are defined in the Loan Agreement)as provided in the Loan Agreement and the Bond), shall have a final maturity date not exceeding eight (8) years from the date of the execution and delivery of the Bond authorized herein with an optional tender date of May 1,2026,or such other date approved by the Lender in accordance with the Loan Agreement, and shall have such other terms, all as set forth in the Loan Agreement and the Bond authorized herein and executed and delivered in connection with Loan.The Issuer hereby elects not to establish a separate subaccount in the Reserve Subaccount to secure the Bond. SECTION 7. LIMITED OBLIGATION. The obligation of the Issuer to pay the Bond is a limited and special obligation payable solely from the Pledged Funds in the manner and to the extent set forth in the Resolution and the Loan Agreement and shall not be deemed a pledge of the faith and credit of the Issuer and such obligations shall not create a lien on any property whatsoever of or situated within the Issuer other than the Pledged Funds. SECTION 8. APPOINTMENT OF ESCROW AGENT; AUTHORIZATION OF ESCROW AGREEMENT.Truist Bank,a North Carolina banking corporation,is hereby appointed Escrow Agent (the "Escrow Agent") and the Issuer hereby authorizes the Chairman to execute and the Secretary of the Issuer to attest,and deliver on behalf of the Issuer the Escrow Agreement by and between the Issuer and the Escrow Agent substantially in the form attached hereto as Exhibit B(the"Escrow Agreement"), with such changes,insertions and additions as the Chairman may approve,such execution thereof being 69502736.v4 evidence of such approval. SECTION 9. GENERAL AUTHORIZATION. The members of the Board of Supervisors of the Issuer and the Issuer's officers,attorneys and other agents and employees are authorized to execute and deliver such documents, instruments and contracts, and are hereby authorized and directed to do all acts and things required hereby as may be necessary for the full,punctual and complete performance of all the terms, covenants, provisions and agreements herein contained, or as otherwise may be necessary or desirable to effectuate the purpose and intent of this Supplemental Resolution. SECTION 10. REPEAL OF INCONSISTENT DOCUMENTS.All ordinances,resolutions or parts thereof in conflict herewith are hereby superseded and repealed to the extent of such conflict. SECTION 11. EFFECTIVE DATE. This Supplemental Resolution shall take effect immediately upon its adoption. PASSED,APPROVED AND ADOPTED this 20th day of June, 2023. CLAY COUNTY UTILITY AUTHORITY (OFFICIAL SEAL) Wendell Davis Chairman,Board of Supervisors ATTEST: By: Janice Loudermilk Secretary,Board of Supervisors 69502736.v4 Exhibit A Loan Agreement to 69502736.v4 LOAN AGREEMENT between CLAY COUNTY UTILITY AUTHORITY and to TRUIST COMMERICAL EQUITY, INC. Dated June 28, 2023 Relating to: CLAY COUNTY UTILITY AUTHORITY UTILITIES SYSTEM REVENUE BOND, SERIES 2023 80045040.v5 TABLE OF CONTENTS Page ARTICLE 1 DEFINITION OF TERMS Section 1.1 Definitions 1 Section 1.2 Interpretation 4 Section 1.3 Titles and Headings 5 ARTICLE 2 REPRESENTATIONS,WARRANTIES AND COVENANTS; SECURITY FOR BOND Section 2.1 Representations, Warranties and Covenants of the Authority. 5 Section 2.2 General Representations, Warranties and Covenants of the Lender 6 Section 2.3 Tax Covenants. 6 Section 2.4 Bond not to be Indebtedness of the Authority, the County or State. 7 Section 2.5 Security for Bond. 7 Section 2.6 Payment Covenant. 7 ARTICLE 3 DESCRIPTION OF BOND; PAYMENT TERMS; TENDER; OPTIONAL PREPAYMENT Section 3.1 Description and Payment Terms of the Bond. 7 Section 3.2 Optional Tender. 9 Section 3.3 Prepayment. 9 ARTICLE 4 MAKING OF LOAN Section 4.1 Issuance of Bond 10 Section 4.2 Construction Fund Account; Application of Loan Proceeds. 11 ARTICLE 5 EVENTS OF DEFAULTS; REMEDIES Section 5.1 Events of Default. 12 Section 5.2 Remedies 13 Section 5.3 Waiver of Jury Trial 13 80045040.v5 ARTICLE 6 MISCELLANEOUS Section 6.1 Amendments, Changes or Modifications to the Agreement. 13 Section 6.2 Counterparts. 13 Section 6.3 Severability. 13 Section 6.4 Term of Agreement. 14 Section 6.5 Additional Rights of Bondholder; Defeasance. 14 Section 6.6 Notices. 14 Section 6.7 No Advisory or Fiduciary Relationship. 14 Section 6.8 Permission to Use Information. 15 Section 6.9 Applicable Law and Jury Trial. 15 Section 6.10 Patriot Act Notice. 15 Section 6.11 Incorporation by Reference 16 to 80045040.v5 LOAN AGREEMENT This LOAN AGREEMENT(this"Agreement") is made and entered into as of June 28, 2023, between the CLAY COUNTY UTILITY AUTHORITY, a public body corporate and politic created and existing under the laws of the State of Florida (the "Authority"), and TRUIST COMMERICAL EQUITY, INC., a Delaware corporation, and its successors and assigns (the "Lender"); WITNESSETH: WHEREAS, the Authority is authorized pursuant to Chapter 94-491, Laws of Florida, Special Acts of 1994, as amended, and other applicable provisions of law to, among other things, (a)undertake to finance the cost of capital projects for the acquisition, construction and installation of certain capital improvements to the System, (b)borrow money to finance the cost of such projects, (c)borrow money to refinance the cost of such projects and (d) pledge the Authority's revenues for payment of such debt as provided herein; and WHEREAS, the Authority deems it necessary, desirable and in its best interest to (i)finance the cost of the acquisition, construction and installation of certain capital improvements to the System included in the Authority's capital improvement program in accordance with plans and specifications on file or to be on file with the Authority (collectively, the "Project") and (ii) pay related closing costs related to the Project; and WHEREAS, the Lender is willing to make available to the Authority, and the o Authority is willing to enter into, a loan pursuant to the terms and provisions of this Agreement in the principal amount of$75,000,000, the proceeds of which the Authority will use to pay costs of the Project and pay related closing costs. NOW, THEREFORE, THIS AGREEMENT WITNESSETH: That the parties hereto, intending to be legally bound hereby and in consideration of the mutual covenants hereinafter contained, DO HEREBY AGREE as follows: ARTICLE 1 DEFINITION OF TERMS Section 1.1 Definitions. Capitalized terms used herein and not otherwise defined are as defined in the Original Resolution. "Act" shall mean, collectively, Chapter 94-491, Laws of Florida, Special Acts of 1994, as amended,the Constitution of the State of Florida, and other applicable provisions of law. "Agreement" shall mean this Loan Agreement dated June 28, 2023, between the Authority and the Lender, and any and all modifications,alterations,amendments and supplements hereto made in accordance with the provisions hereof. 80045040.v5 1 "Authority" shall mean the Clay County Utility Authority, a public body corporate and politic of the State of Florida. "Bond" shall mean the Authority's Utilities System Revenue Bond, Series 2023, dated June 28, 2023. "Bond Counsel" shall mean Butler Snow LLP, Jacksonville, Florida or any other attorney at law or firm of attorneys of nationally recognized standing in matters pertaining to the federal tax exemption of interest on obligations issued by states and political subdivisions, and duly admitted to practice law before the highest court of any state of the United States of America. "Bondholder" shall mean the Lender as the initial registered owner of the Bond, or any other registered owner of or participant in the Bond. "Bondholder Put Date" shall mean May 1, 2026, unless the Authority shall have received written notice from the Bondholder not less than 90 days (or such shorter period of time as shall have been agreed to by the Authority)prior to May 1,2026,that the Bondholder has elected not to tender such Bond for purchase on such date and has extended such Bondholder Put Date for an additional six (6) month period. From and after such notice, the succeeding Bondholder Put Date shall be the date specified in such notice unless and until modified by subsequent notice pursuant to the terms hereof. "Business Day"shall mean any day other than a Saturday, Sunday or day on which banking institutions within the State of Florida are authorized or required by law to remain closed. "Chairman" shall mean the Chairman of the Board of Supervisors of the Authority and such other person as may be duly authorized to act on his or her behalf. "Code"shall mean the Internal Revenue Code of 1986, as amended, and applicable rules and regulations thereto and thereunder. "County" shall mean Clay County, Florida. "Default Rate" shall mean the lesser of(i) 18% per annum and (ii) the maximum lawful rate. "Escrow Account" shall mean the account established and held by the Escrow Agent pursuant to the related Escrow Agreement. "Escrow Agent" shall mean Truist Bank, a North Carolina banking corporation. "Escrow Agreement" shall mean an Escrow Agreement in form and substance acceptable to and executed by the Authority,the Lender and the Escrow Agent,pursuant to which an Escrow Account is established and administered. "Event of Taxability" shall mean the occurrence after the date hereof of a final decree or judgment of any Federal court or a final action of the Internal Revenue Service determining that interest payable on all or a portion of the Bond is or was includable in the gross 2 80045040.v5 income of the Bondholder for Federal income tax purposes; provided, that no such decree, judgment, or action will be considered final for this purpose, however, unless the Authority has been given written notice and, if it is so desired and is legally allowed, has been afforded the opportunity at the Authority's own expense to contest the same, either directly or in the name of the Bondholder, and until the conclusion of any appellate review,if sought.An Event of Taxability does not include and is not triggered by a change in law by Congress that causes the interest to be includable under the Bondholder's gross income. For all purposes of this definition, the effective date of any Event of Taxability will be the first date as of which interest is deemed includable in the gross income of the Bondholder. "Fiscal Year" shall mean the period commencing on October 1 of each year and continuing through the next succeeding September 30, or such other period as may be prescribed by law. "Interest Payment Date" shall have the meaning ascribed thereto in Section 3.1(c) hereof. "Interest Rate" shall mean a per annum rate equal to 3.56%. Notwithstanding the foregoing,however,after,and during the continuance of, an Event of Default,"Interest Rate"shall mean the Default Rate, and if the Default Rate shall not be in effect,upon an Event of Taxability, shall mean the Taxable Rate. "Loan" shall mean the loan from the Lender to the Authority evidenced by the Bond. "Loan Documents" shall mean the Resolution, this Agreement, the Bond and the other documents, instruments, agreements and certificates necessary or desirable to effectuate the Loan. "Maturity Date" shall mean May 1, 2031. "Original Resolution" shall mean Resolution 93/94-27 adopted by the Board of County Commissioners of Clay County, Florida on December 14, 1993, as heretofore amended and supplemented, and assumed by the Authority pursuant to the provisions thereof and of the Act and Resolution No. 94/95-5 duly adopted by the Board of Supervisors of the Authority on October 1, 1994, as amended by Resolution No. 2002/2003-10, adopted on February 18, 2003. "Parity Obligations"shall mean the Series 2012 Note,the Series 2015 Note and the Series 2019 Note. "Register" shall mean, with respect to the Bond, the books maintained by the Registrar in which are recorded the names and addresses of the holder of the Bond. "Registrar" shall mean the Chief Financial Officer of the Authority, as the person maintaining the Register. 3 80045040.v5 "Resolution"shall mean, collectively,the Original Resolution, as supplemented by the Supplemental Resolution, and as may hereafter be amended and supplemented from time to time. "Secretary" shall mean the Secretary of the Board of Supervisors of the Authority and such other person as may be duly authorized to act on his or her behalf. "Series 2012 Note" shall mean the outstanding Clay County Utility Authority Utilities System Revenue Refunding Note, Series 2012. "Series 2015 Note" shall mean the outstanding Clay County Utility Authority Utilities System Revenue Note, Series 2015. "Series 2019 Note" shall mean the outstanding Clay County Utility Authority Utilities System Revenue and Refunding Note, Series 2019. "State" shall mean the State of Florida. "Supplemental Resolution" shall mean Resolution No. 2022/2023-06 adopted by the Authority on June 20, 2023, which among other things authorized the execution and delivery of this Agreement and the issuance of the Bond, as the same may be amended and supplemented. "Tax Certificate" shall have the meaning ascribed to such term in Section 2.3 hereof. "Taxable Period"shall mean the period of time between(a)the date that interest on the Bond is deemed to be includable in the gross income of the owner thereof for federal income tax purposes as a result of an Event of Taxability, and (b) the date of the Event of Taxability and after which the Bond bears interest at the Taxable Rate. "Taxable Rate" shall mean the interest rate per annum that shall provide the Bondholder with the same after-tax yield that the Bondholder would have otherwise received had the Event of Taxability not occurred, taking into account the increased taxable income of the Bondholder as a result of such Event of Taxability. The Bondholder shall provide the Authority with a written statement explaining the calculation of the Taxable Rate, which statement shall, in the absence of manifest error,be conclusive and binding on the Authority. Section 1.2 Interpretation. Unless the context clearly requires otherwise, words of the masculine gender shall be construed to include correlative words of the feminine and neuter genders and vice versa, and words of the singular number shall be construed to include correlative words of the plural number and vice versa. Any capitalized terms used in this Agreement not herein defined shall have the meanings ascribed to such terms the Original Resolution. This Agreement and all the terms and provisions hereof shall be construed to effectuate the purpose set forth herein and to sustain the validity hereof. 4 80045040.v5 Section 1.3 Titles and Headings. The titles and headings of the articles and sections of this Agreement, which have been inserted for convenience of reference only and are not to be considered a part hereof, shall not in any way modify or restrict any of the terms and provisions hereof, and shall not be considered or given any effect in construing this Agreement or any provision hereof or in ascertaining intent, if any question of intent should arise. ARTICLE 2 REPRESENTATIONS,WARRANTIES AND COVENANTS; SECURITY FOR BOND Section 2.1 Representations, Warranties and Covenants of the Authority. The Authority represents, warrants and covenants that: (a) The Authority is a corporate body and politic validly created and existing under the laws of the State. Pursuant to the Resolution, the Authority(i)has duly authorized the execution and delivery of this Agreement and the performance by the Authority of all of its obligations hereunder, and (ii)has duly authorized the Bond and the performance by the Authority of all its obligations relating thereto. (b) The Authority has complied with all of the provisions of the Constitution and laws of the State, and has full power and authority to enter into and consummate all transactions contemplated by this Agreement or under the Bond, and to perform all of its obligations hereunder and, to the best knowledge of the Authority, the transactions contemplated hereby do not conflict with the terms of any statute, order, rule, regulation,judgment, decree, agreement, instrument or commitment to which the Authority is a party or by which the Authority is bound. (c) The Authority is duly authorized and entitled to issue the Bond. This Agreement and the Bond will constitute legal, valid and binding obligations of the Authority enforceable in accordance with their respective terms, subject as to enforceability to bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors' rights generally,or by the exercise of judicial discretion in accordance with general principles of equity. (d) There are no actions, suits or proceedings pending or, to the best knowledge of the Authority, threatened against or affecting the Authority, at law or in equity, or before or by any governmental authority,that, if adversely determined,would materially impair the ability of the Authority to perform the Authority's obligations under this Agreement or under the Bond. (e) The Authority will furnish to the Lender (i) within 270 days after the end of each Fiscal Year audited financial statements of the Authority for such Fiscal Year that shall include a balance sheet, an income statement, a statement of cash flows and a statement of changes in fund balance, prepared in accordance with generally accepted governmental accounting principles by an independent certified public accountant selected by the Authority, (ii)within 30 days of adoption,the Authority's annual budget, and(iii)promptly upon Lender's 5 80045040.v5 written request therefor, such additional information as the Lender may from time to time reasonably request. (f) No authorization, consent, approval, license, exemption of or registration or filing with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, has been or will be necessary for the valid execution, delivery and performance by the Authority of this Agreement, the Bond and the related documents, except such as have been obtained, given or accomplished and copies of which have been provided to the Lender. (g) Except as disclosed in writing to the Lender,the Authority is not in default in the payment when due of any indebtedness of the Authority. (h) The audited financial statement of the Authority for the Fiscal Year ending September 30,2022, a copy of which has been furnished to the Lender,presents fairly the results of the Authority's operations for the period then ended. Since September 30, 2022, there has been no material adverse change in the financial condition,revenues,properties or operations of the Authority, except as disclosed to the Lender. Section 2.2 General Representations, Warranties and Covenants of the Lender. The Lender hereby represents,warrants and agrees that it is a Delaware corporation authorized to conduct business in the State and to execute and deliver this Agreement and to perform its obligations hereunder, and such execution and delivery will not constitute a violation of its charter, articles of incorporation or bylaws. Section 2.3 Tax Covenants. (a) The Authority hereby covenants with the holder of the Bond that in order to maintain the exclusion from gross income for purposes of federal income taxation of interest on the Bond, it shall comply with each requirement of the Code applicable to the Bond. In furtherance of the covenant contained in the preceding sentence, the Authority agrees to continually comply with the provisions of the Tax Certificate to be executed by the Authority relating to the Bond, as such Tax Certificate may be amended from time to time, as a source of guidance for achieving compliance with the Code. (b) The Authority hereby covenants with the holder of the Bond that it shall make any and all payments required to be made to the United States Department of the Treasury in connection with the Bond pursuant to Section 148(f) of the Code. (c) So long as necessary in order to maintain the exclusion from gross income of interest on the Bond for federal income tax purposes,the covenants contained in this Section 2.3 shall survive the payment of the Bond and the interest thereon, including any payment or defeasance thereof. (d) The Authority hereby covenants with the holder of the Bond that it shall not take or permit any action or fail to take any action which would cause the Bond to be "arbitrage bonds"within the meaning of Section 148(a) of the Code. 6 80045040.v5 Section 2.4 Bond not to be Indebtedness of the Authority, the County or State. The Bond, when delivered by the Authority pursuant to the terms of this Agreement, shall not be or constitute an indebtedness of the Authority, the County, the State or any political subdivision or agency thereof, within the meaning of any constitutional, statutory or charter limitations of indebtedness, but shall be payable from and secured by a lien upon and pledge of the Pledged Funds,in the manner and to the extent provided herein and in the Resolution. No Bondholder shall ever have the right to compel the exercise of the ad valorem taxing power of the County, the State or any political subdivision thereof, or taxation in any form on any property therein to pay the Bond or the interest thereon. The Bond is a special and limited obligation payable as to principal and interest from the Pledged Funds in the manner and to the extent provided herein and in the Resolution. Section 2.5 Security for Bond. The Bond shall for all purposes be considered to be and constitute an Additional Bond issued under the authority of Section 6.02 of the Original Resolution and shall be in all respects entitled to all of the security, rights, protections and privileges provided in and by the Resolution for Bonds. The Bond shall be secured by and payable from the Pledged Funds ratably and on a parity with the Parity Obligations and any outstanding Bonds issued hereafter pursuant to the provisions of the Resolution. The pledge of and lien on the Pledged Funds shall attach at the time of delivery of the Bond. 0 The Bond is not secured by a separate subaccount in the Reserve Subaccount. Section 2.6 Payment Covenant. The Authority covenants that it shall duly and punctually pay from the Pledged Funds the principal of,prepayment premium,if any,and interest on the Bond at the dates and place and in the manner provided herein and in the Bond according to the true intent and meaning thereof, and all other amounts due under this Agreement. ARTICLE 3 DESCRIPTION OF BOND; PAYMENT TERMS; TENDER; OPTIONAL PREPAYMENT Section 3.1 Description and Payment Terms of the Bond. (a) The Authority shall,pursuant to authority granted under the Resolution, issue and deliver the Bond to the Lender,which shall be designated as "Clay County Utility Authority Utilities System Revenue Bond, Series 2023." The Bond shall constitute an Additional Bond under the Original Resolution. The Bond shall be in the principal amount of SEVENTY-FIVE MILLION DOLLARS ($75,000,000.00). The Authority shall pay interest upon the unpaid principal balance of the Bond at the Interest Rate, subject to adjustment as provided herein. Interest shall be calculated on the basis of a 360-day year based upon the actual number of days 7 80045040.v5 elapsed. The text of the Bond shall be substantially in the form attached hereto as Exhibit A, with such omissions, insertions and variations as may be necessary and desirable to reflect the terms of the Bond. The provisions of the form of the Bond are hereby incorporated in this Agreement. (b) The Bond shall be dated the date of its delivery, shall be in the principal amount set forth therein and payable as set forth therein and shall bear interest from its date at the rate or rates set forth therein. The Bond shall be executed in the name of the Authority by the manual signature of the Chairman and the official seal of the Authority shall be affixed thereto and attested by the manual signature of the Secretary. In case any one or more of the officers, who shall have signed or sealed the Bond shall cease to be such officer of the Authority before the Bond so signed and sealed shall have been actually delivered,the Bond may nevertheless be delivered as herein provided and may be issued as if the person who signed or sealed the Bond had not ceased to hold such office.The Bond may be signed and sealed on behalf of the Authority by such person who at the actual time of the execution of such Bond held the proper office, although at the date the Bond shall actually be delivered, such person may not have held such office or may have been so authorized. (c) Interest on the Bond shall be payable semi-annually on May 1 and November 1 of each year(each, an"Interest Payment Date"), commencing on November 1,2023. Principal of the Bond shall be payable at the times and in the manner set forth therein. Notwithstanding anything in the Resolution to the contrary, including, without limitation, Section 3.04 thereof, the Bond will be payable without presentment except upon maturity. (d) Except as otherwise provided herein, upon the occurrence of an Event of Taxability and for as long as the Bond remains outstanding, the Interest Rate on the Bond shall be converted to the Taxable Rate and this adjustment shall survive payment on the Bond until such time as the federal statute of limitations under which the interest on the Bond could be declared taxable under the Code shall have expired. In addition, if the interest payable on the Bond becomes taxable due to any act or omission of the Authority, the interest rate payable on such Bond will increase retroactively from the date on which interest on the Bond is first includable in gross income of the Bondholder(which may be as early as the issuance date) to a taxable equivalent rate and the Authority shall pay the Bondholder penalties on overdue interest and additions to tax, if any. In addition, upon an Event of Taxability, the Authority shall, immediately upon demand, pay to the Bondholder (or prior holders, if applicable) (i) an additional amount equal to the difference between (A) the amount of interest actually paid on the Bond during the Taxable Period and (B) the amount of interest that would have been paid during the Taxable Period had the Bond borne interest at the Taxable Rate, and (ii) an amount equal to any interest,penalties and additions to tax(as referred to in Subchapter A of Chapter 68 of the Code) owed by the Bondholder as a result of the Event of Taxability (the "Additional Amount"). The Bondholder shall promptly notify the Authority in writing of any adjustments pursuant hereto. Such adjustments shall become effective as of the effective date of the event causing such adjustment.Adjustments pursuant hereto may be retroactive. The Bondholder shall provide to the Authority in writing the Additional Amount, if any, due to such Bondholder as a result of an adjustment pursuant hereto. Notwithstanding any provision hereto the contrary, in no event shall the interest rate on the Bond exceed the maximum rate permitted by law. 8 80045040.v5 (e) All payments of principal and interest on the Bond shall be payable in any coin or currency of the United States which, at the time of payment, is legal tender for the payment of public and private debts and shall be made to the Lender by automatic debit from a Truist Bank account.There will be no Lender fees to maintain the loan and the Bond.The Lender shall pay for all of its costs relating to servicing the Loan and the Bond. The Authority agrees to pay for fees of Lender's counsel in connection with the issuance of the Bond in an amount not exceeding $25,000. (f) The Bond shall not be subject to a book-entry system of registration and transfer and such transfer and registration of the Bond shall be governed by the provisions of this paragraph. The Registrar shall be responsible for maintaining the Register. The person in whose name ownership of the Bond is shown on the Register shall be deemed the owner thereof by the Authority and the Registrar, and any notice to the contrary shall not be binding upon the Authority or the Registrar. The Authority and the Registrar may treat the registered owner as the absolute owner of the Bond for all purposes,whether or not the Bond shall be overdue, and shall not be bound by any notice to the contrary. Ownership of the Bond may be transferred only upon the Register. Upon surrender to the Registrar for transfer of the Bond accompanied by an assignment duly executed by the registered owner or its attorney duly authorized in writing, the Registrar shall deliver in the name of the transferee a new fully registered Bond for the aggregate principal amount of the Bond surrendered. (g) In any case where the date of maturity of interest on or principal of the Bond or the date fixed for prepayment of the Bond shall be other than a Business Day, then payment of such interest or principal shall be made on the next succeeding Business Day with the same force and effect as if paid on the date of maturity or the date fixed for prepayment, and no interest on any such principal amount shall accrue for the period after such date of maturity or such date fixed for prepayment. Section 3.2 Optional Tender. On the Bondholder Put Date, the Bondholder shall have the right to demand the Authority purchase the Bond at a purchase price equal to 100% of the principal amount thereof, plus accrued interest to the Bondholder Put Date and any past due amounts (the "Demand Purchase Price"). In the event the Authority is unable to pay the Demand Purchase Price on the Bondholder Put Date, the principal shall be payable semi-annually on each May 1 and November 1 as equal installments of the outstanding principal on such Bondholder Put Date, commencing on the May 1 or November 1 which first succeeds the Bondholder Put Date, with the final principal payment due on the Maturity Date of the Bond. Section 3.3 Prepayment. On any date other than a Bondholder Put Date, the Bond may be prepaid in whole or in part on any Business Day, subject to the terms hereof and upon at least two (2) Business Days' prior written notice to the Bondholder specifying the amount of the prepayment, by paying to the Bondholder all of the principal amount of the Bond to be prepaid, together with the unpaid 9 80045040.v5 interest accrued on the amount of principal so prepaid to the date of such prepayment and the additional fee redemption premium described in the succeeding paragraph.Any partial prepayment shall be applied as determined by the Bondholder in its sole discretion. The Authority shall, at the time of any prepayment, whether optional or at any other time the Bond is paid earlier than its scheduled maturity (except upon a Bondholder Put Date), pay to the Lender the interest accrued to the date of prepayment on the principal amount being prepaid plus an additional fee redemption premium equal to the present value of the difference between (1) the amount that would have been realized by the Lender on the prepaid amount for the remaining term of the loan at the rate for fixed-rate payers in U.S. Dollar interest rate swaps as quoted by Bloomberg (the "Swap Rate") for a term corresponding to the term of the Bond, interpolated to the nearest month, if necessary, that was in effect three Business Days prior to the issuance date of the Bond, and(2)the amount that would be realized by the Lender by reinvesting such prepaid funds for the remaining term of the loan at the Swap Rate for fixed-rate payers in U.S. Dollar interest rate swaps, interpolated to the nearest month,that was in effect three Business Days prior to the loan repayment date, both discounted at the same interest rate utilized in determining the applicable amount in (2). Should the present value have no value or a negative value,the Authority may prepay with no additional fee or redemption premium. Should Bloomberg no longer release rates for fixed-rate payers in U.S. Dollar interest rate swaps, the Bondholder my substitute the Bloomberg index for rates for fixed-payers in U.S. Dollar interest rate swaps with another similar index as determined by Truist Bank (or an affiliate thereof). The Lender shall provide the Authority with a written statement explaining the calculation of the premium due, which statement shall, in absence of manifest error,be conclusive and binding. The application of such fee or prepayment premium is not intended to, and shall not be deemed to be, an increase in the Interest Rate. ARTICLE 4 MAKING OF LOAN Section 4.1 Issuance of Bond. (a) The Lender shall not be obligated to make any loan under this Agreement unless at or prior to the date of issuance of the Bond the Authority delivers to the Lender the following items in form and substance acceptable to the Lender: (i) A certificate of the Authority, dated as of the date of issuance of the Bond, to the effect that the representations and warranties of the Authority contained in Section 2.1 hereof are true and correct as of such date; (ii) A fully executed Tax Certificate relating to the Bond; (iii) A copy of a completed and executed Form 8038-G relating to the Bond to be filed with the Internal Revenue Service; (iv) An opinion of Bond Counsel upon which the Lender may rely in form and substance to the effect that (A) this Agreement and the Bond have been duly authorized by the Authority and are enforceable obligations in accordance with 10 80045040.v5 their terms and the Resolution has been duly adopted and is enforceable in accordance with its terms (enforceability of such instruments may be subject to standard bankruptcy exceptions and the like), (B) the Bond constitutes an Additional Bond under the Original Resolution secured by and payable from the Pledged Funds ratably and on a parity with all outstanding Bonds, (C) interest on the Bond shall be excluded from gross income for federal income tax purposes and is not a direct preference item for purposes of the alternative minimum tax applicable to individuals and (D) the Bond is exempt from registration under the Securities Act of 1933, as amended, and the Loan Agreement and the Resolution are exempt from qualification under the Trust Indenture Act of 1939, as amended; (v) The fully executed Bond; (vi) An opinion of counsel to the Authority acceptable to the Lender, and upon which the Lender may rely regarding the due authorization, validity and enforceability of this Agreement and the Bond and the due adoption of the Resolution (enforceability may be subject to standard bankruptcy exceptions and the like); and (vii) Such additional certificates, instruments and other documents as the Lender, or its counsel or Bond Counsel, or counsel to the Authority, may deem necessary or appropriate. (b) The Authority shall apply the proceeds of the Bond to pay the cost of the Project and pay related closing costs. Section 4.2 Construction Fund Account; Application of Loan Proceeds. Pursuant to Section 4.03 of the Resolution, there is hereby created and established within the Project Account (as defined in the Resolution) an account to be held by the Escrow Agent under the Escrow Agreement to be designated the "2023 Project Construction Account" (the "2023 Project Construction Account"). The 2023 Project Construction Account shall be kept separate and apart from all other funds and accounts of the Authority. The proceeds of the Bond in the amount of$75,000,000.00 shall be deposited into the 2023 Construction Account as directed in the Escrow Agreement and a closing memorandum signed by the Authority. The moneys on deposit in the 2023 Construction Account shall be withdrawn, used and applied by the Authority solely for the payment of interest on the Bond and Costs of the Project in the manner provided in the Resolution, including the costs of issuance of the Bond. Until the proceeds of the Bond are needed to pay costs of the Project, such proceeds shall be retained in the 2023 Construction Account to be invested and reinvested in Authorized Investments pursuant to Section 4.10 of the Resolution at the direction of the Authority in accordance with the terms of the Escrow Agreement. Additional accounts in the 2023 Construction Account may be created in the Escrow Agreement. Amounts on deposit in the 2023 Construction Account shall be disbursed in accordance with the terms hereof, the Resolution and the Escrow Agreement and by the Escrow Agent to pay principal or interest on the Bond. All income derived from investment of funds in the 2023 11 80045040.v5 Construction Account shall be used to pay Costs of the 2023 Project, fund capitalized interest on the Bond or to redeem the Bond as provided herein. Upon completion of the Project any amounts then remaining in the 2023 Construction Account and not reserved by the Authority for the payment of any remaining parts of the Costs of the 2023 Project shall be used to pay debt service on the Bond or to redeem the Bond in the manner that the Bond is permitted to be redeemed under the terms of the Resolution or the Loan Agreement, or may be used for any other lawful purpose. Amounts on deposit in the 2023 Construction Account are hereby pledged to secure the payment of the Bond. On the Bondholder Put Date, amounts on deposit in the 2023 Construction Account shall be applied by the Escrow Agent to pay the debt service due thereon and such amounts shall be applied as determined by the Bondholder in its sole discretion. ARTICLE 5 EVENTS OF DEFAULTS; REMEDIES Section 5.1 Events of Default. An "Event of Default" shall be deemed to have occurred under this Agreement if: (a)an Event of Default shall have occurred and be continuing under the Resolution, including a default in the payment of the principal of, prepayment premium, if any, or interest on the Bond when due; or (b)the Authority shall default in the due and punctual performance of any other of the covenants, conditions, agreements and provisions contained in the Bond or in this Agreement on the part of the Authority to be performed and such default shall continue thirty (30) days after the earlier of written notice of such default (i) shall have been received from the Bondholder or (ii) written notice should have been provided to the Bondholder as provided in the following paragraph. Notwithstanding the foregoing, the Authority shall not be deemed to be in default hereunder if such default can be cured within a reasonable period of time and if the Authority, in good faith, institutes appropriate curative action and diligently pursues such action until default has been corrected; provided, however, that if such default is not cured within sixty (60) days, it shall become an Event of Default under this Agreement and under the Resolution. The Authority shall within five (5) days after it acquires knowledge of an occurrence of a default, notify the Bondholder in writing upon the happening, occurrence, or existence of any Event of Default and any event or condition which with the passage of time or giving of notice, or both, would constitute an Event of Default, and shall provide the Bondholder, with such written notice, a detailed statement by a responsible officer of the Authority of all relevant facts and the action being taken or proposed to be taken by the Authority with respect thereto. Regardless of the date of receipt of such notice by the Bondholder, such date shall not in any way modify the date of occurrence of the actual Event of Default. 12 80045040.v5 Section 5.2 Remedies. If any such Event of Default shall have occurred, the Bondholder may seek enforcement of all remedies available to it under the Resolution and under applicable law. The Bondholder shall be entitled to its reasonable costs and expenses (including reasonable fees and expenses of counsel) incurred in enforcing any of its rights under this Agreement and the Resolution after an Event of Default. Notwithstanding any other provision of this Agreement or the Resolution,the obligation of the Authority to pay the Bondholder such costs and expenses shall survive the defeasance or payment in full of the Bond. From and after any Event of Default hereunder, interest shall accrue on the sum of the principal balance and accrued interest then outstanding under the Bond at the Default Rate until such principal and interest have been paid in full. Section 5.3 Waiver of Jury Trial. The Authority knowingly, voluntarily, and intentionally waives any right it may have to a trial by jury,with respect to any litigation or legal proceedings based on or arising out of the Resolution, this Agreement or the Bond, including any course of conduct, course of dealings, verbal or written statement or actions or omissions of any party which in any way relates to the Bond, the Resolution or this Agreement. ARTICLE 6 MISCELLANEOUS Section 6.1 Amendments, Changes or Modifications to the Agreement. This Agreement and the Bond shall not be amended, changed or modified without the prior written consent of the Bondholder and the Authority. Section 5.04 of the Resolution and Article VI of the Resolution shall not be amended, changed or modified without the prior written consent of the Bondholder. Amendments under 8.01(J) of the Resolution can only be made with the prior written consent of the Bondholder. Section 6.2 Counterparts. This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered,shall be an original;but such counterparts shall together constitute but one and the same Agreement, and,in making proof of this Agreement,it shall not be necessary to produce or account for more than one such counterpart. Section 6.3 Severability. If any clause,provision or section of this Agreement shall be held illegal or invalid by any court, the invalidity of such provisions or sections shall not affect any other provisions or sections hereof, and this Agreement shall be construed and enforced to the end that the transactions contemplated hereby be effected and the obligations contemplated hereby be enforced, as if such illegal or invalid clause, provision or section had not been contained herein. 13 80045040.v5 Section 6.4 Term of Agreement. This Agreement shall be in full force and effect from the date hereof and shall continue in effect as long as the Bond is outstanding. Section 6.5 Additional Rights of Bondholder; Defeasance. The Bondholder, with respect to the Bond, shall be entitled to the rights and remedies granted to an Insurer under Section 7.07 of the Resolution with respect to the Bonds insured by such Insurer. Defeasance of the Bond pursuant to 9.01 of the Resolution can only be accomplished with securities described in paragraph (A) of the definition of Authorized Investments set forth in Section 1.01 of the Resolution. The Authority shall give prompt notice to the Bondholder of any defeasance of the Bond pursuant to Section 9.01 of the Resolution. Section 6.6 Notices. Any notices or other communications required or permitted hereunder shall be sufficiently given if delivered personally or sent registered or certified mail, postage prepaid, to the Authority, at Clay County Utility Authority, 3176 Old Jennings Road, Middleburg, Florida 32068, Attention: Chief Financial Officer and Clay County Utility Authority, 3176 Old Jennings Road, Middleburg, Florida 32068, Attention: Executive Director, and to the Lender, at Truist Commercial Equity,Inc., 200 W. Forsyth Street, 5th Floor, Jacksonville, Florida 32202,Attention: Lisa C. Hayes, Senior Vice President, or at such other address as shall be furnished in writing by any such party to the other, and shall be deemed to have been given as of the date so delivered or deposited in the United States mail. Section 6.7 No Advisory or Fiduciary Relationship. In connection with all aspects of each transaction contemplated hereunder (including in connection with any amendment,waiver or other modification hereof or of any other Loan Document),the Authority acknowledges and agrees,that: (a) (i)the Authority has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, (ii) the Authority is capable of evaluating, and understands and accepts,the terms,risks and conditions of the transactions contemplated hereby and by the other Loan Documents, (iii)the Bondholder is not acting as a municipal advisor or financial advisor to the Authority and(iv)the Bondholder has no fiduciary duty pursuant to Section 15B of the Securities Exchange Act to the Authority with respect to the transactions contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Bondholder has provided other services or is currently providing other services to the Authority on other matters); (b)(i) the Bondholder is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary, for the Authority, or any other Person and (ii) the Bondholder has no obligation to the Authority, with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other documents executed in connection herewith; (c) notwithstanding anything herein to the contrary,it is the intention of the Authority and the Bondholder that the Loan Documents represent a commercial loan transaction not involving the issuance and sale of a municipal security, and that the bond,note or other debt instrument that may be delivered to the Bondholder is delivered solely 14 80045040.v5 to evidence the repayment obligations of the Authority under the Loan Documents; and (d) the Bondholder may be engaged in a broad range of transactions that involve interests that differ from those of Authority, and the Bondholder has no obligation to disclose any of such interests to the Authority. To the fullest extent permitted by law, the Authority hereby waives and releases any claims that it may have against the Bondholder with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transactions contemplated hereby. If the Authority would like a municipal advisor in this transaction that has legal fiduciary duties to the Authority, the Authority is free to engage a municipal advisor to serve in that capacity. The documents related to this loan are entered into pursuant to and in reliance upon the bank exemption and/or the institutional buyer exemption provided under the municipal advisor rules of the Securities and Exchange Commission, Rule 15Bal-1 et seq, to the extent that such rules apply to the transactions contemplated hereunder. Section 6.8 Permission to Use Information. Authority agrees and consents that Bondholder shall be permitted to use information related to the loan transaction in connection with marketing, press releases or other transactional announcements or updates provided to investors or trade publications, including,but not limited to, the placement of the logo or other identifying name on marketing materials or of "tombstone" advertisements in publications of its choice at its own expense. Section 6.9 Applicable Law and Jury Trial. This Agreement shall be governed exclusively by and construed in accordance with the applicable laws of the State of Florida. The Authority and the Bondholder waive any objection either might otherwise have to venue in any judicial proceeding brought in connection herewith lying in Clay County, Florida. The Authority and the Bondholder, by acceptance of the Bond, hereby knowingly,voluntarily, intentionally, and irrevocably waive,to the fullest extent permitted by applicable law, the right either of them may have to a trial by jury in respect to any litigation, whether in contract or tort,at law or in equity,based hereon or arising out of,under or in connection with the Bond and any other document or instrument contemplated to be executed in conjunction with the Bond, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any party hereto. This provision is a material inducement for the Bondholder entering into or accepting the Bond. Further, the Authority hereby certifies that no representative or agent of the Bondholder, nor the Bondholder's counsel, has represented, expressly or otherwise,that the Bondholder would not, in the event of such litigation, seek to enforce this waiver of right to jury trial provision. Section 6.10 Patriot Act Notice. The Bondholder hereby notifies the Authority that pursuant to the requirements of the USA PATRIOT Act(Title III of Pub. L. 107-56 signed into law October 26, 2001,the"Act"), the Bondholder may be required to obtain, verify and record information that identifies the Authority, which information includes the name and address of the Authority and other information that will allow the Bondholder to identify the Authority in accordance with the Act 15 80045040.v5 Section 6.11 Incorporation by Reference. All of the terms and obligations of the Resolution are hereby incorporated herein by reference as if said Resolution was fully set forth in this Agreement. [Remainder of Page Intentionally Left Blank; Signature Page Follows.] 16 80045040.v5 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first set forth herein. CLAY COUNTY UTILITY AUTHORITY (OFFICIAL SEAL) By: ATTEST: Wendell Davis, Chairman, Board of Supervisors By: Janice Loudermilk, Secretary, Board of Supervisors TRUIST COMMUNITY EQUITY,INC. By: Lisa C. Hayes, Authorized Agent [Signature Page to Loan Agreement] 80045040.v5 EXHIBIT A FORM OF BOND UNITED STATES OF AMERICA STATE OF FLORIDA CLAY COUNTY UTILITY AUTHORITY UTILITIES SYSTEM REVENUE BOND SERIES 2023 Principal Sum Interest Rate Date of Issuance Final Maturity Date $75,000,000 Interest Rate June 28, 2023 May 1, 2031 (as defined herein) CLAY COUNTY UTILITY AUTHORITY (the "Authority"), for value received, hereby promises to pay, solely from the Pledged Funds as described in the Resolution,to the order of TRUIST COMMERICAL EQUITY, INC. or registered assigns (the "Bondholder"), the principal sum specified above (the "Principal Sum"), which was loaned to the Authority pursuant to the hereinafter described Resolution and under that certain Loan Agreement by and between the Bondholder and the Authority, dated June 28, 2023 (the "Agreement"), and to pay interest on the outstanding balance of such Principal Sum from the Date of Issuance specified above or from the most recent date to which interest has been paid at the Interest Rate (as defined herein), subject to adjustment as provided herein, on May 1 and November 1 of each year, commencing November 1,2023,until such Principal Sum shall have been paid. Interest shall be calculated based upon and subject to adjustment as provided herein. Interest shall be calculated on the basis of a 360-day year based upon the actual number of days elapsed. The Principal Sum hereof shall be payable in full on the Maturity Date; provided, however, this Bond shall be subject to optional tender by the Bondholder on the Bondholder Put Date and related repayment terms as provided herein and in the Loan Agreement. Such Principal Sum and interest are payable in any coin or currency of the United States of America that,at the time of payment,is legal tender for the payment of public and private debts. This Bond is issued under the authority of and in full compliance with the Constitution and laws of the State of Florida, including, particularly, Chapter 94-491, Laws of Florida, Special Acts of 1994, as amended, and other applicable provisions of law, and Resolution 93/94-27 adopted by the Board of County Commissioners of Clay County, Florida on December 14, 1993, as heretofore amended and supplemented, and assumed by the Authority pursuant to the provisions thereof and of the Act and Resolution No. 94/95-5 duly adopted by the Board of Supervisors of the Authority on October 1, 1994, as such resolution may be amended and supplemented from time to time (the "Original Resolution"), particularly as amended by Resolution No. 2002/2003-10, adopted on February 18, 2003, and as supplemented by Resolution No. 2022/2023-06 adopted by the Authority on June 20,2023 (the"Supplemental Resolution"and together with the Original Resolution,the"Resolution"), and is subject to all terms and conditions A-1 80045040.v5 of the Resolution and the Agreement. Any term used in this Bond and not otherwise defined shall have the meaning ascribed to such term in the Agreement or in the Resolution. This Bond is being issued to (i) pay cost of the Project and (ii)pay related closing costs, as described in the Agreement and the Resolution. This Bond is secured by and shall be payable from the Pledged Funds in accordance with the Agreement and as described in and in accordance with the payment of Bonds as defined by the Original Resolution. I When used in this Bond, the following terms shall have the following meanings, unless the context clearly otherwise requires: "Bondholder Put Date" shall mean May 1, 2026, unless the Authority shall have received written notice from the Bondholder not less than 90 days (or such shorter period of time as shall have been agreed to by the Authority)prior to May 1,2026,that the Bondholder has elected not to tender such Bond for purchase on such date and has extended such Bondholder Put Date for additional six (6) month period. From and after such notice, the succeeding Bondholder Put Date shall be the date specified in such notice unless and until modified by subsequent notice pursuant to the terms hereof. "Business Day" shall mean any day other than a Saturday, Sunday or day on which banking institutions within the State of Florida are authorized or required by law to remain closed. "Default Rate" shall mean the lesser of(i) 18% per annum and (ii) the maximum lawful rate. "Event of Taxability" shall mean the occurrence after the date hereof of a final decree or judgment of any Federal court or a final action of the Internal Revenue Service determining that interest payable on all or a portion of the Bond is or was includable in the gross income of the Bondholder for Federal income tax purposes; provided, that no such decree, judgment, or action will be considered final for this purpose, however, unless the Authority has been given written notice and, if it is so desired and is legally allowed, has been afforded the opportunity at the Authority's own expense to contest the same, either directly or in the name of the Bondholder, and until the conclusion of any appellate review,if sought.An Event of Taxability does not include and is not triggered by a change in law by Congress that causes the interest to be includable under the Bondholder's gross income. For all purposes of this definition, the effective date of any Event of Taxability will be the first date as of which interest is deemed includable in the gross income of the Bondholder. "Interest Rate" shall mean a per annum rate equal to 3.56%. Notwithstanding the foregoing,however,after,and during the continuance of, an Event of Default,"Interest Rate"shall mean the Default Rate, and if the Default Rate shall not be in effect,upon an Event of Taxability, shall mean the Taxable Rate. "Taxable Period"shall mean the period of time between(a)the date that interest on the Bond is deemed to be includable in the gross income of the owner thereof for federal income tax purposes as a result of an Event of Taxability, and (b) the date of the Event of Taxability and after which the Bond bears interest at the Taxable Rate. A-2 80045040.v5 "Taxable Rate" shall mean the interest rate per annum that shall provide the Bondholder with the same after-tax yield that the Bondholder would have otherwise received had the Event of Taxability not occurred, taking into account the increased taxable income of the Bondholder as a result of such Event of Taxability. The Bondholder shall provide the Authority with a written statement explaining the calculation of the Taxable Rate, which statement shall, in the absence of manifest error,be conclusive and binding on the Authority. Except as otherwise provided herein,upon the occurrence of an Event of Taxability and for as long as this Bond remains outstanding,the Interest Rate on this Bond shall be converted to the Taxable Rate and this adjustment shall survive payment on this Bond until such time as the federal statute of limitations under which the interest on this Bond could be declared taxable under the Code shall have expired. In addition, upon an Event of Taxability, the Authority shall, immediately upon demand pay to the Bondholder(or prior holders, if applicable) (i) an additional amount equal to the difference between (A) the amount of interest actually paid on this Bond during the Taxable Period and (B) the amount of interest that would have been paid during the Taxable Period had this Bond borne interest at the Taxable Rate, and (ii) an amount equal to any interest, penalties and additions to tax (as referred to in Subchapter A of Chapter 68 of the Code) owed by the Bondholder as a result of the Event of Taxability. On the Bondholder Put Date, the Bondholder shall have the right to demand the Authority purchase the Bond at a purchase price equal to 100% of the principal amount thereof, plus accrued interest to the Bondholder Put Date and any past due amounts (the "Demand Purchase Price"). In the event the Authority is unable to pay the Demand Purchase Price on the Bondholder Put Date, the principal shall be payable semi-annually on each May 1 and November 1 as equal installments of the outstanding principal on such Bondholder Put Date, commencing on the May 1 or November 1 which first succeeds the Bondholder Put Date, with the final principal payment due on the Maturity Date of the Bond. On any date other than a Bondholder Put Date, the Bond may be prepaid in whole or in part on any Business Day, without premium or penalty, subject to the terms hereof and upon at least two (2) Business Days' prior written notice to the Bondholder specifying the amount of the prepayment,by paying to the Bondholder all of the principal amount of the Bond to be prepaid, together with the unpaid interest accrued on the amount of principal so prepaid to the date of such prepayment and the additional fee redemption premium described in the succeeding sentence.Any partial prepayment shall be applied as determined by the Bondholder in its sole discretion. The Authority shall, at the time of any prepayment,whether optional or at any other time the Bond is paid earlier than its scheduled maturity(except upon a Bondholder Put Date),pay to the Lender the interest accrued to the date of prepayment on the principal amount being prepaid plus an additional fee redemption premium equal to the present value of the difference between (1) the amount that would have been realized by the Lender on the prepaid amount for the remaining term of the loan at the rate for fixed-rate payers in U.S. Dollar interest rate swaps as quoted by Bloomberg (the "Swap Rate") for a term corresponding to the term of the Bond, interpolated to the nearest month, if necessary, that was in effect three Business Days prior to the issuance date of the Bond, and(2)the amount that would be realized by the Lender by reinvesting A-3 80045040.v5 such prepaid funds for the remaining term of the loan at the Swap Rate for fixed-rate payers in U.S. Dollar interest rate swaps, interpolated to the nearest month,that was in effect three Business Days prior to the loan repayment date, both discounted at the same interest rate utilized in determining the applicable amount in (2). Should the present value have no value or a negative value,the Authority may prepay with no additional fee or redemption premium. Should Bloomberg no longer release rates for fixed-rate payers in U.S. Dollar interest rate swaps, the Bondholder my substitute the Bloomberg index for rates for fixed payers in U.S. Dollar interest rate swaps with another similar index as determined by Truist Bank (or an affiliate thereof). The Lender shall provide the Authority with a written statement explaining the calculation of the premium due, which statement shall, in absence of manifest error,be conclusive and binding. The application of such fee or prepayment premium is not intended to, and shall not be deemed to be, an increase in the Interest Rate. Notwithstanding any provision in this Bond to the contrary, in no event shall the interest contracted for, charged or received in connection with this Bond(including any other costs or considerations that constitute interest under the laws of the State of Florida which are contracted for, charged or received) exceed the maximum rate of interest allowed in the State of Florida as presently in effect. This Bond,when delivered by the Authority pursuant to the terms of the Agreement and the Resolution,shall not be or constitute a general indebtedness of the Authority,of the County or of the State of Florida or any political subdivision or agency thereof,within the meaning of any constitutional, statutory or charter limitations of indebtedness,but shall be payable solely from the Pledged Funds, as provided in the Agreement and the Resolution. No Bondholder shall ever have the right to compel the exercise of the ad valorem taxing power of the County or the State of Florida, or taxation in any form on any property therein to pay this Bond or the interest thereon. Upon the occurrence of an Event of Default relating to this Bond, the Bondholder shall be entitled to the remedies as set forth in the Agreement and the Resolution. In the event the Authority shall fail to make any of the payments required hereunder,the amount so in default shall continue as an obligation of the Authority until fully paid and until paid shall bear interest at the Default Rate (as defined in the Agreement). From and after the Final Maturity Date, all amounts remaining unpaid or thereafter accruing under this Bond shall bear interest at the Default Rate. The Authority hereby waives demand, protest and notice of dishonor. This Bond shall not be required to be presented upon partial prepayment or upon payment of principal installment payments, only upon final maturity. No obligation under the Agreement or this Bond shall be or be deemed to be an obligation of any officer, employee or agent of the Authority in his or her individual capacity, and none of such persons executing the Agreement or this Bond shall be liable personally thereon or hereon by reason thereof. It is certified, recited and declared that all acts, conditions and things required to exist, happen and be performed precedent to and in connection with the execution and delivery of the Agreement and the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by law, and that the issuance of this Bond, together with A-4 80045040.v5 all other obligations of the Authority under the Agreement, does not exceed or violate any constitutional or statutory limitation. [The remainder of this page is intentionally left blank; signature page follows.] to A-5 80045040.v5 IN WITNESS WHEREOF, the Clay County Utility Authority caused this Bond to be signed by the manual signature of the Chairman of its Board of Supervisors and its official seal to be affixed hereto or imprinted or reproduced hereon, and attested by the manual signature of the Secretary of its Board of Supervisors, and this Bond to be dated the Date of Issuance set forth above. CLAY COUNTY UTILITY AUTHORITY (OFFICIAL SEAL) By ATTEST: Chairman, Board of Supervisors By: Secretary, Board of Supervisors CERTIFICATE OF AUTHENTICATION This Bond is one of the"Bonds"of the Authority described in the within-mentioned Resolution. Date of Authentication: June 28, 2023 CHIEF FINANCIAL OFFICER, CLAY COUNTY UTILITY AUTHORITY, as Registrar Chief Financial Officer [Signature Page to Series 2023 Bond] A-1 80045040.v5 Exhibit B Escrow Agreement to 69502736.v4 ESCROW AGREEMENT This ESCROW AGREEMENT (the "Escrow Agreement"), made and entered into as of June 28, 2023, is by and among the Clay County Utility Authority (the "Authority"), Truist Commercial Equity, Inc. (TRUCE) (the "Lender" and together with the Authority, the "Parties," and individually, a "Party") and Truist Bank, a North Carolina banking corporation, as escrow agent("Escrow Agent"). WHEREAS, the Authority issued its Utilities System Revenue Bond, Series 2023 (the "Bond")pursuant to Resolution 93/94-27 adopted by the Board of County Commissioners of Clay County, Florida on December 14, 1993, as heretofore amended and supplemented (the "Original Resolution") and Resolution No. 2022/2023-06 adopted on June 20, 2023 (the "Supplemental Resolution" and together with the Original Resolution, the "Bond Resolution"); and WHEREAS, the Lender and the Authority are parties to a Loan Agreement dated June 28, 2023 (as amended, the"Loan Agreement"); and WHEREAS, the Parties desire for the Escrow Agent to open a trust account into which the Lender will deposit the proceeds of the Bond to be held, disbursed and invested by the Escrow Agent in accordance with this Escrow Agreement; and WHEREAS, the Parties acknowledge that the Escrow Agent is not a party to, and has no duties or obligations under the Bond Resolution or the Loan Agreement, that all references in this Escrow Agreement to the Bond Resolution and the Loan Agreement are for convenience only, and that the Escrow Agent shall have no implied duties beyond the express duties set forth in this Escrow Agreement. NOW, THEREFORE, in consideration of the premises herein, the Parties and the Escrow Agent agree as follows: I. Terms and Conditions 1.1. The Authority and the Lender hereby appoint the Escrow Agent as their escrow agent for the purposes set forth herein, and the Escrow Agent hereby accepts such appointment under the terms and conditions set forth herein. 1.2. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Bond Resolution, or if not defined therein, in the Loan Agreement. 1.3. The Lender created under the Loan Agreement, the 2023 Construction Account, which account is to be held by the Escrow Agent, which account shall be held by the Escrow Agent, which account shall be a trust account (the "Escrow Account"). Amounts in the Escrow Account shall be disbursed to the Authority, all as provided in Section 1.6. 1.4. The Lender shall remit the Bond proceeds in the amount of $75,000,000.00, to be held in the Escrow Account to the Escrow Agent, using the wire instructions below, to be 80061333.v2 held by the Escrow Agent and invested and disbursed as provided in this Escrow Agreement. Truist Bank ABA: 053101121 Account: 5177521228015 Account Name: Escrow Services Bank Address: 919 E. Main Street, Richmond, VA 23219 Reference: Clay County Utility Authority Series 2023 Escrow Attention: Sarah B. Lemmerman, (904) 361-5283 1.5. Within two (2) Business Days after receipt of a Requisition in the form of Exhibit C attached hereto, signed by an authorized representative of the Authority (each, an "Authorized Officer") as set forth on such Party's Certificate of Incumbency provided to the Escrow Agent pursuant to Section 4.13, the Escrow Agent shall disburse funds from the Escrow Account to the Authority, all as provided in such Requisition, but only to the extent that funds are collected and available. A Requisition may be submitted no more frequently than once per month. For purposes of this Escrow Agreement, "Business Day" shall mean any day other than a Saturday, Sunday or any other day on which the Escrow Agent located at the notice address set forth in Section 4.5 is authorized or required by law or executive order to remain closed. II. Provisions as to Escrow Agent 2.1. This Escrow Agreement expressly and exclusively sets forth the duties of the Escrow Agent with respect to any and all matters pertinent hereto, which duties shall be deemed purely ministerial in nature, and no implied duties or obligations shall be read into this Escrow Agreement against the Escrow Agent. The Escrow Agent shall in no event be deemed to be a fiduciary to any Party or any other person or entity under this Escrow Agreement. The permissive rights of the Escrow Agent to do things enumerated in this Escrow Agreement shall not be construed as duties. In performing its duties under this Escrow Agreement, or upon the claimed failure to perform its duties, the Escrow Agent shall not be liable for any damages, losses or expenses other than damages, losses or expenses which have been finally adjudicated by a court of competent jurisdiction to have directly resulted from the Escrow Agent's willful misconduct or gross negligence. In no event shall the Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages of any kind whatsoever(including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. The Escrow Agent shall not be responsible or liable for the failure of any Party to take any action in accordance with this Escrow Agreement. Any wire transfers of funds made by the Escrow Agent pursuant to this Escrow Agreement will be made subject to and in accordance with the Escrow Agent's usual and ordinary wire transfer procedures in effect from time to time. The Escrow Agent shall have no liability with respect to the transfer or distribution of any funds affected by the Escrow Agent pursuant to wiring or transfer instructions provided to the Escrow Agent in accordance with the provisions of this Escrow Agreement. The Escrow Agent shall not be obligated to take any legal action or to commence any proceedings in connection with this Escrow 80061333.v4 2 Agreement or any property held hereunder or to appear in,prosecute or defend in any such legal action or proceedings. 2.2. The Parties acknowledge and agree that the Escrow Agent acts hereunder as a depository only, and is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of this Escrow Agreement or any part thereof, or of any person executing or depositing such subject matter. No provision of this Escrow Agreement shall require the Escrow Agent to risk or advance its own funds or otherwise incur any financial liability or potential financial liability in the performance of its duties or the exercise of its rights under this Escrow Agreement. 2.3. This Escrow Agreement, the Bond Resolution and the Loan Agreement constitute the entire agreement between the Escrow Agent and the Parties in connection with the subject matter of this Escrow Agreement, and no other agreement entered into between the Parties, or any of them, including, without limitation, the Bond Resolution or the Loan Agreement, shall be considered as adopted or binding,in whole or in part,upon the Escrow Agent notwithstanding that any such other agreement may be deposited with the Escrow Agent or the Escrow Agent may have knowledge thereof. 2.4. The Escrow Agent shall in no way be responsible for nor shall it be its duty to notify any Party or any other person or entity interested in this Escrow Agreement of any payment required or maturity occurring under this Escrow Agreement or under the terms of any instrument deposited herewith unless such notice is explicitly provided for in this Escrow Agreement. 2.5. The Escrow Agent shall be protected in acting upon any written instruction,notice, request,waiver,consent,certificate,receipt,authorization,power of attorney or other paper or document which the Escrow Agent in good faith believes to be genuine and what it purports to be, including,but not limited to, items directing investment or non-investment of funds, items requesting or authorizing release, disbursement or retainage of the subject matter of this Escrow Agreement and items amending the terms of this Escrow Agreement. The Escrow Agent shall be under no duty or obligation to inquire into or investigate the validity, accuracy or content of any such notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other paper or document. The Escrow Agent shall have no duty or obligation to make any formulaic calculations of any kind hereunder. 2.6. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through affiliates or agents. The Escrow Agent shall be entitled to seek the advice of legal counsel with respect to any matter arising under this Escrow Agreement and the Escrow Agent shall have no liability and shall be fully protected with respect to any action taken or omitted pursuant to the advice of such legal counsel. The Parties shall be jointly and severally liable for and shall promptly pay upon demand by the Escrow Agent the reasonable and documented fees and expenses of any such legal counsel. 2.7. In the event of any disagreement between any of the Parties, or between any of them and any other person or entity,resulting in adverse claims or demands being made in 80061333.v4 3 connection with the matters covered by this Escrow Agreement, or in the event that the Escrow Agent, in good faith, is in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists, and in any such event, the Escrow Agent shall not be or become liable in any way or to any Party or other person or entity for its failure or refusal to act, and the Escrow Agent shall be entitled to continue to refrain from acting until (i) the rights of the Parties and all other interested persons and entities shall have been fully and finally adjudicated by a court of competent jurisdiction, or (ii) all differences shall have been settled and all doubt resolved by agreement among all of the Parties and all other interested persons and entities, and the Escrow Agent shall have been notified thereof in writing signed by the Parties and all such persons and entities. Notwithstanding the preceding,the Escrow Agent may in its discretion obey the order,judgment, decree or levy of any court, whether with or without jurisdiction, or of an agency of the United States or any political subdivision thereof, or of any agency of any State of the United States or of any political subdivision of any thereof, and the Escrow Agent is hereby authorized in its sole discretion to comply with and obey any such orders, judgments, decrees or levies. The rights of the Escrow Agent under this sub-paragraph are cumulative of all other rights which it may have by law or otherwise. In the event of any disagreement or doubt,as described above,the Escrow Agent shall have the right, in addition to the rights described above and at the election of the Escrow Agent, to tender into the registry or custody of any court having jurisdiction,all funds and property held under this Escrow Agreement, and the Escrow Agent shall have the right to take such other legal action as may be appropriate or necessary, in the sole discretion of the Escrow Agent. Upon such tender,the Parties agree that the Escrow Agent shall be discharged from all further duties under this Escrow Agreement;provided,however,that any such action of the Escrow Agent shall not deprive the Escrow Agent of its compensation and right to reimbursement of expenses hereunder arising prior to such action and discharge of the Escrow Agent of its duties hereunder. 2.8. To the extent permitted by law,the Authority agrees to indemnify, defend and hold harmless the Escrow Agent and each of the Escrow Agent's officers, directors, agents and employees (the "Indemnified Parties") from and against any and all losses, liabilities, claims made by any Party or any other person or entity, damages, expenses and costs (including, without limitation, reasonable attorneys' fees and expenses) of every nature whatsoever (collectively, "Losses") which any such Indemnified Party may incur and which arise directly or indirectly from this Escrow Agreement or which arise directly or indirectly by virtue of the Escrow Agent's undertaking to serve as Escrow Agent hereunder; provided,however,that no Indemnified Party shall be entitled to indemnity with respect to Losses that have been finally adjudicated by a court of competent jurisdiction to have been directly caused by such Indemnified Party's gross negligence or willful misconduct. The provisions of this section shall survive the termination of this Escrow Agreement and any resignation or removal of the Escrow Agent. 2.9. Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business 80061333.v4 4 of the Escrow Agent may be transferred, shall be the Escrow Agent under this Escrow Agreement without further act. 2.10. The Escrow Agent may resign at any time from its obligations under this Escrow Agreement by providing written notice to the Parties. Such resignation shall be effective on the date set forth in such written notice, which shall be no earlier than thirty (30) days after such written notice has been furnished. In such event, the Authority shall promptly appoint a successor escrow agent. In the event no successor escrow agent has been appointed on or prior to the date such resignation is to become effective,the Escrow Agent shall be entitled to tender into the custody of any court of competent jurisdiction all funds and other property then held by the Escrow Agent hereunder and the Escrow Agent shall thereupon be relieved of all further duties and obligations under this Escrow Agreement; provided, however,that any such action of the Escrow Agent shall not deprive the Escrow Agent of its compensation and right to reimbursement of expenses hereunder arising prior to such action and discharge of the Escrow Agent of its duties hereunder. The Escrow Agent shall have no responsibility for the appointment of a successor escrow agent hereunder. 2.11. The Escrow Agent and any director, officer or employee of the Escrow Agent may become financially interested in any transaction in which any of the Parties may be interested and may contract with and lend money to any Party and otherwise act as fully and freely as though it were not escrow agent under this Escrow Agreement. Nothing herein shall preclude the Escrow Agent from acting in any other capacity for any Party. III. Compensation of Escrow Agent 3.1. The Authority agrees to pay to the Escrow Agent compensation, and to reimburse the Escrow Agent for costs and expenses, all in accordance with the provisions of Exhibit B hereto, which is incorporated herein by reference and made a part hereof. The fees agreed upon for the services rendered hereunder are intended as full compensation for the Escrow Agent's services as contemplated by this Escrow Agreement; provided, however, that in the event that the conditions for the disbursement of funds are not fulfilled, or the Escrow Agent renders any service not contemplated in this Escrow Agreement, or there is any assignment of interest in the subject matter of this Escrow Agreement or any material modification hereof,or if any dispute or controversy arises hereunder,or the Escrow Agent is made a party to any litigation pertaining to this Escrow Agreement or the subject matter hereof, then the Parties jointly and severally agree to compensate the Escrow Agent for such extraordinary services upon receipt of an invoice therefor, and to reimburse the Escrow Agent for all costs and expenses,including reasonable attorneys'fees and expenses, occasioned by any such event. In the event the Escrow Agent is authorized to make a distribution of funds to the Authority (or at the direction of the Authority) pursuant to the terms of this Escrow Agreement, and fees or expenses are then due and payable to the Escrow Agent pursuant to the terms of this Escrow Agreement (including, without limitation, amounts owed under this Section 3.1 and Section 2.8) by the Authority, the Escrow Agent is not authorized to offset and deduct such amounts due and payable to it from such distribution due to the tax-exempt nature of the Bond, but shall invoice the Authority for the fees or expenses then due. The provisions of this section shall survive 80061333.v4 5 the termination of this Escrow Agreement and any resignation or removal of the Escrow Agent. IV. Miscellaneous 4.1. The Escrow Agent shall make no disbursement, investment or other use of funds until and unless it has collected funds. The Escrow Agent shall not be liable for collection items until the proceeds of the same in actual cash have been received or the Federal Reserve has given the Escrow Agent credit for the funds. 4.2. The Escrow Account shall be held and invested in Truist Bank Corporate Trust& Escrow Services Collateralized Public Funds Plus Deposit Option. The Parties recognize and agree that the Escrow Agent will not provide supervision,recommendations or advice relating to the investment of moneys held hereunder or the purchase,sale,retention or other disposition of any investment, and the Escrow Agent shall not be liable to any Party or any other person or entity for any loss incurred in connection with any such investment. The Escrow Agent is hereby authorized to execute purchases and sales of investments through the facilities of its own trading or capital markets operations or those of any affiliated entity. The Escrow Agent or any of its affiliates may receive compensation with respect to any investment directed hereunder including without limitation charging any applicable agency fee in connection with each transaction. The Escrow Agent shall use its best efforts to invest funds on a timely basis upon receipt of such funds; provided, however, that the Escrow Agent shall in no event be liable for compensation to any Party or other person or entity related to funds which are held un-invested or funds which are not invested timely. The Escrow Agent is authorized and directed to sell or redeem any investments as it deems necessary to make any payments or distributions required under this Escrow Agreement. Any investment earnings and/or interest income on the Escrow Account shall become part of the Escrow Account and shall be disbursed in accordance with this Escrow Agreement. 4.3. The Escrow Agent shall provide monthly reports of transactions and holdings to the Authority as of the end of each month, at the addresses provided by the Authority in Section 4.5. 4.4. The Parties agree that all interest and income from the investment of the funds shall be reported as having been earned by the Authority as of the end of each calendar year whether or not such income was disbursed during such calendar year and to the extent required by the Internal Revenue Service. On or before the execution and delivery of this Escrow Agreement, the Authority shall provide to the Escrow Agent a correct, duly completed, dated and executed current United States Internal Revenue Service Form W-9 or Form W-8, whichever is appropriate or any successor forms thereto, in a form and substance satisfactory to the Escrow Agent including appropriate supporting documentation and/or any other form, document, and/or certificate required or reasonably requested by the Escrow Agent to validate the form provided. Notwithstanding anything to the contrary herein provided, except for the delivery and filing of tax information reporting forms required pursuant to the Internal Revenue Code of 1986, as amended, to be delivered and filed with the Internal Revenue Service by the Escrow Agent, as escrow agent hereunder,the Escrow Agent shall have no duty to prepare or file any Federal or state 80061333.v4 6 tax report or return with respect to any funds held pursuant to this Escrow Agreement or any income earned thereon. With respect to the preparation, delivery and filing of such required tax information reporting forms and all matters pertaining to the reporting of earnings on funds held under this Escrow Agreement, the Escrow Agent shall be entitled to request and receive written instructions from the Authority, and the Escrow Agent shall be entitled to rely conclusively and without further inquiry on such written instructions. To the extent permitted by law, the Authority agrees to indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Fund or any earnings or interest thereon unless such tax, late payment, interest, penalty or other cost or expense was finally adjudicated by a court of competent jurisdiction to have been directly caused by the gross negligence of willful misconduct of the Escrow Agent. The indemnification provided in this section is in addition to the indemnification provided to the Escrow Agent elsewhere in this Escrow Agreement and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement. 4.5. Any notice, request for consent, report, or any other communication required or permitted in this Escrow Agreement shall be in writing and shall be deemed to have been given when delivered (i) personally, (ii) by facsimile transmission with written confirmation of receipt, (iii)by electronic mail to the e-mail address given below (subject to the language provided below), and written confirmation of receipt is obtained promptly after completion of the transmission, (iv) by overnight delivery with a reputable national overnight delivery service, or (v) by United States mail, postage prepaid, or by certified mail, return receipt requested and postage prepaid, in each case to the appropriate address set forth below or at such other address as any party hereto may have furnished to the other parties hereto in writing: If to Escrow Agent: Truist Bank Attn: Corporate Trust and Escrow Services 2713 Forest Hills Road Building 2, Floor 2 Wilson,NC 27893 Client Manager: Sarah B. Lemmerman Phone: 904-361-5283 Email: Sarah.lemmerman@Truist.com If to the Authority: Clay County Utility Authority 3176 Old Jennings Road, Middleburg, Florida 32068, Attention: Executive Director Phone: 904-213-2477 E-mail:jjohnston@clayutility.org If to the Lender: Truist Commercial Equity, Inc. (TRUCE) 200 West Forsyth Street, 5th Floor Jacksonville, Florida 32202 Phone: 904-632-2599 80061333.v4 7 E-mail: lisa.c.hayes @trui st.com Any party hereto may unilaterally designate a different address by giving notice of each change in the manner specified above to each other party hereto. Notwithstanding anything to the contrary herein provided, the Escrow Agent shall not be deemed to have received any notice, request, report or other communication hereunder prior to the Escrow Agent's actual receipt thereof. The Escrow Agent shall have the right to accept and act upon instructions or directions, including funds transfer instructions,pursuant to this Agreement sent by Electronic Means. As used in this Section, "Electronic Means" means unsecured e-mail as a portable document format ("pdf') or other replicating image attached to an email, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Escrow Agent, or another method or system specified by the Escrow Agent as available for use in connection with its services hereunder). If the Authority elects to give the Escrow Agent instructions via Electronic Means and the Escrow Agent in its discretion elects to act upon such instructions, the Escrow Agent's understanding of such instructions shall be deemed controlling. The Authority agrees that the Escrow Agent cannot determine the identity of the actual sender of such instructions and that the Escrow Agent shall conclusively presume that instructions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Escrow Agent in accordance with Section 4.15 hereof have been sent by such Authorized Officer. The Authority shall be responsible for ensuring that only Authorized Officers transmit such instructions to the Escrow Agent, and the Authority and the Authorized Officers are responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and authentication keys provided by the Escrow Agent. The Escrow Agent shall not be liable for any losses, costs, or expenses arising directly or indirectly from the Escrow Agent's reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Authority agrees (i) to assume all risks arising out of the use of such Electronic Means to submit instructions and direction to the Escrow Agent, including without limitation the risk of the Escrow Agent acting on unauthorized instructions and the risk or interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting instructions to the Escrow Agent and that there may be more secure methods of transmitting instructions than the method(s) selected by the Authority; (iii)that the security procedures (if any) to be followed in connection with its transmission of instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and(iv)that it will notify the Escrow Agent immediately upon learning of any compromise or unauthorized use of the security procedures. 4.6. This Escrow Agreement is being made in and is intended to be construed according to the laws of the State of Florida. Except as permitted in Section 2.9,neither this Escrow Agreement nor any rights or obligations hereunder may be assigned by any party hereto without the express written consent of each of the other parties hereto. This Escrow Agreement shall inure to and be binding upon the Parties and the Escrow Agent and their respective successors, heirs and permitted assigns. 80061333.v4 8 4.7. The terms of this Escrow Agreement may be altered,amended,modified or revoked only by an instrument in writing signed by all the Parties and the Escrow Agent. 4.8. This Escrow Agreement is for the sole benefit of the Indemnified Parties,the Parties and the Escrow Agent, and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right,benefit or remedy of any nature whatsoever under or by reason of this Escrow Agreement. 4.9. No party to this Escrow Agreement shall be liable to any other party hereto for losses due to, or if it is unable to perform its obligations under the terms of this Escrow Agreement because of, acts of God, fire, war, terrorism, floods, strikes, electrical outages, equipment or transmission failure, or other causes reasonably beyond its control. 4.10. This Escrow Agreement shall terminate on the date on which all of the funds and property held by the Escrow Agent under this Escrow Agreement have been disbursed. Upon the termination of this Escrow Agreement and the disbursement of all of the funds and property held hereunder, this Escrow Agreement shall be of no further effect except that the provisions of Sections 2.8, 3.1 and 4.4 shall survive such termination. 4.11. All titles and headings in this Escrow Agreement are intended solely for convenience of reference and shall in no way limit or otherwise affect the interpretation of any of the provisions hereof. 4.12. This Escrow Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 4.13. Contemporaneously with the execution and delivery of this Escrow Agreement and, if necessary, from time to time thereafter, each of the Parties shall execute and deliver to the Escrow Agent a Certificate of Incumbency substantially in the form of Exhibit A hereto, as applicable (a "Certificate of Incumbency"), for the purpose of establishing the identity and authority of persons entitled to issue notices, instructions or directions to the Escrow Agent on behalf of each such party,including notices sent by Electronic Means. Until such time as the Escrow Agent shall receive an amended Certificate of Incumbency replacing any Certificate of Incumbency theretofore delivered to the Escrow Agent, the Escrow Agent shall be fully protected in relying, without further inquiry, on the most recent Certificate of Incumbency furnished to the Escrow Agent. Whenever this Escrow Agreement provides for joint written notices,joint written instructions or other joint actions to be delivered to the Escrow Agent, the Escrow Agent shall be fully protected in relying, without further inquiry, on any joint written notice, instructions or action executed by persons named in such Certificate of Incumbency. [Signature page follows] 80061333.v4 9 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date first above written. TRUIST BANK, as Escrow Agent By: Sarah B. Lemmerman, Vice President CLAY COUNTY UTILITY AUTHORITY By: Wendell Davis, Chairman, Board of Supervisors TRUIST COMMERCIAL EQUITY, INC. (TRUCE) By: Lisa C. Hayes, Authorized Agent 80061333.v4 10 EXHIBIT A Certificate of Incumbency (List of Authorized Officers) Client Name: Clay County Utility Authority As an Authorized Officer of the above referenced entity, I hereby certify that each person listed below is an authorized signor for such entity, and that the title and signature appearing beside each name is true and correct. Name Title Signature Phone Email Address Number(s) Wendell Davis Chairman Jeffrey S. Chief Financial Wesselman Officer 0 IN WITNESS WHEREOF, this certificate has been executed by a duly authorized officer on June 28, 2023: I By: Name: Janice Loudermilk' Its: Secretary I I I I Exhibit A EXHIBIT B Truist Bank, as Escrow Agent Schedule of Fees & Expenses Acceptance/Legal Review Fee: Waived — $ — one time only payable at the time of signing the Escrow Agreement. This fee will be invoiced to the Authority when the account is funded. The Legal Review Fee includes review of all related documents and accepting the appointment of Escrow Agent on behalf of Truist Bank. The fee also includes setting up the required account(s) and accounting records, document filing, and coordinating the receipt of funds/assets for deposit to the Escrow Account. This is a one-time fee payable upon execution of the Escrow Agreement. As soon as Truist Bank's attorney begins to review the Escrow Agreement, the legal review fee is subject to payment regardless if the Parties decide to appoint a different escrow agent or a decision is made that the Escrow Agreement is not needed. Administration Fee: Waived — $ per year — payable at the time of funding the Escrow Account. This fee will be invoiced to the Authority. The Administration Fee includes providing routine and standard services of an Escrow Agent. The fee includes administering the escrow account, performing investment transactions, processing cash transactions (including wires and check processing), disbursing funds in accordance with the Agreement(note any pricing considerations below), and providing trust account statements to the Parties for a twelve(12)month period. Extraordinary expenses,including reasonable legal counsel fees, will be billed as out-of-pocket. The Administration Fee is due upon funding of the Escrow Account and shall be invoiced to the Authority. The fees shall be deemed earned in full upon receipt by the Escrow Agent, and no portion shall be refundable for any reason, including without limitation, termination of the agreement. Out-of-Pocket Expenses: At Cost Out-of-pocket expenses such as,but not limited to,postage, courier, overnight mail, wire transfer, travel, reasonable legal fees and expenses (out-of-pocket to counsel) or accounting, will be billed at cost and shall be invoiced to the Authority. Note: This fee schedule is based on the assumption that the escrowed funds will be invested in the Truist Deposit Option. If any other investment options are chosen, this fee schedule will become subject to change. Deb Spitale, Senior Vice President Deb.spitale@Truist.com Cell: 404-844-7533 Work: 440-588-7191 Exhibit B EXHIBIT C Form of Requisition [Date] Truist Bank Attn: Escrow Services Mail Code: VA-HDQ-1205 919 East Main Street, 5th Floor Richmond, Virginia 23219 Re: Request for disbursement of funds from proceeds held under the Escrow Agreement dated June 28, 2023 (the "Escrow Agreement") among Truist Bank(the"Escrow Agent"), Truist Commercial Equity, Inc. (TRUCE) (the "Lender") and the Clay County Utility Authority(the"Borrower") Pursuant to the terms and conditions of the Escrow Agreement, the Borrower requests a disbursement of funds. This is requisition number This Requisition Request is for a disbursement from the Escrow Account to the Borrower in the amount of$ With respect to this requisition, the Borrower makes the following representations: 1. The Borrower has provided the Lender with any purchase orders, cost receipts or other construction documents requested by the Lender to date. 2. No default or event of default is continuing under Loan Agreement dated June 28, 2023, between the Borrower and the Lender, (as amended from time to time, the "Loan Agreement"),or the Borrower's Utilities System Revenue Bond, Series 2023 (the "Bond") and no event or condition is existing which, with notice or lapse of time or both, would become a default or an event of default thereunder. 3. The Borrower certifies that the disbursements requested under this requisition are eligible Costs of the Project in accordance with the Bond Resolution and the Loan Agreement. CLAY COUNTY UTILITY AUTHORITY By: Name: Title: Exhibit C