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HomeMy WebLinkAbout08.d Series 2024 Bonds Resolution 23.24-04 CERTIFICATE AS TO TRUE COPY Resolution No. 2023/2024-04 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. 2023/2024-04 duly adopted by said Board of Supervisors on February 20, 2024. 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 February,2024. (SEAL) Secretary, Board of Supervisors, Clay County Utility Authority 85749761.v3 CLAY COUNTY UTILITY AUTHORITY RESOLUTION NO.2023/2024-04 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 AND BY RESOLUTION NO. 2022/2023-07 ADOPTED BY THE BOARD OF SUPERVISORS OF THE AUTHORITY ON JULY 18, 2023, 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 WEBSTER BANK, NATIONAL ASSOCIATION TO PROVIDE THE AUTHORITY WITH A LOAN IN THE PRINCIPAL AMOUNT OF $30,000,000 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 2024, IN THE PRINCIPAL AMOUNT OF $30,000,000 TO SECURE THE LOAN AGREEMENT; PROVIDING THAT SUCH SERIES 2024 BOND SHALL CONSTITUTE AND BE SECURED AS AN "ADDITIONAL BOND" UNDER SUCH RESOLUTION; 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 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 and as amended by Resolution No. 2022/2023-07 duly adopted by the Board of Supervisors of the Issuer on July 18, 2023 (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 the principal amount of $30,000,000 from Webster Bank, National Association (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 2024 (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,Utilities System Revenue Refunding Note,Series 2019,and Utilities System Revenue Bond, Series 2023 (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, 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 extend credit to the Issuer through its purchase of the Bond and 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 or the Vice 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 or Vice 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 Original Resolution and all of the covenants contained in the Original 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 $30,000,000 for the purpose of providing the Issuer with sufficient funds to pay the cost of the Project and pay related closing costs. The Chairman or the Vice 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 the principal amount of$30,000,000, shall bear interest at an interest rate not exceeding 4.15%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 eleven (11) years from the date of the execution and delivery of the Bond authorized herein, 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. 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 9. 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 10. EFFECTIVE DATE. This Supplemental Resolution shall take effect immediately upon its adoption. PASSED,APPROVED AND ADOPTED this 20' day of February, 2024. CLAY COUNTY UTILITY AUTHORITY (OFFICIAL SEAL) Jim Stamieri Chairman,Board of Supervisors ATTEST: By: Janice Loudermilk Secretary,Board of Supervisors Exhibit A Loan Agreement LOAN AGREEMENT between CLAY COUNTY UTILITY AUTHORITY and WEBSTER BANK,NATIONAL ASSOCIATION Dated February 27, 2024 Relating to: $30,000,000 CLAY COUNTY UTILITY AUTHORITY UTILITIES SYSTEM REVENUE BOND, SERIES 2024 85749304.v7 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 4 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. 6 Section 2.5 Security for Bond. 7 Section 2.6 Payment Covenant. 7 ARTICLE 3 DESCRIPTION OF BOND; PAYMENT TERMS; OPTIONAL PREPAYMENT Section 3.1 Description and Payment Terms of the Bond. 7 Section 3.2 Prepayment. 9 ARTICLE 4 MAKING OF LOAN Section 4.1 Issuance of Bond 10 Section 4.2 Construction Fund Account; Draws; Application of Loan Proceeds 11 ARTICLE 5 EVENTS OF DEFAULTS; REMEDIES Section 5.1 Events of Default. 11 Section 5.2 Remedies 12 Section 5.3 Waiver of Jury Trial. 12 ARTICLE 6 MISCELLANEOUS Section 6.1 Amendments, Changes or Modifications to the Agreement. 12 Section 6.2 Counterparts. 13 Section 6.3 Severability. 13 Section 6.4 Term of Agreement. 13 Section 6.5 Additional Rights of Bondholder; Defeasance. 13 Section 6.6 Notices. 13 Section 6.7 No Advisory or Fiduciary Relationship. 13 Section 6.8 Permission to Use Information. 14 Section 6.9 Applicable Law and Jury Trial. 14 Section 6.10 Patriot Act Notice. 15 Section 6.11 Incorporation by Reference 15 EXHIBIT A—FORM OF BOND LOAN AGREEMENT This LOAN AGREEMENT (this "Agreement") is made and entered into as of February 27, 2024, 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 WEBSTER BANK, NATIONAL ASSOCIATION, a national banking association, 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 reimburse 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 Authority is willing to enter into, a loan pursuant to the terms and provisions of this Agreement in the principal amount of$30,000,000, 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 February 27, 2024, between the Authority and the Lender, and any and all modifications, alterations, amendments and supplements hereto made in accordance with the provisions hereof. 1 "Authority" shall mean the Clay County Utility Authority, a public body corporate and politic of the State of Florida. "Authorized Officer" means the person or persons at the time designated to act on behalf of the Authority by written certificate furnished to Lender, containing the specimen signature of such person and signed on behalf of the Authority. Such certificate or any subsequent or supplemental certificate so executed may designate an alternate or alternates. "Bond" shall mean the Authority's Utilities System Revenue Bond, Series 2024, dated February 27, 2024. "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. "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 "Closing Date" shall mean February 27, 2024. "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) 5.25%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. 2 "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 4.15%. 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, 2034. "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 and as amended by Resolution No. 2022/2023-07, adopted on July 18, 2023. "Parity Obligations" shall mean the Series 2012 Note, the Series 2015 Note, the Series 2019 Note and the Series 2023 Bond. "Payment Date"means each May 1 and November 1, commencing May 1, 2024. "Register" shall mean, with respect to the Bond, the books maintained by the Registrar in which are recorded the name and address of the holder of the Bond. "Registrar" shall mean the Chief Financial Officer of the Authority, as the person maintaining the Register. "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. 3 "Series 2015 Note" shall mean the outstanding Clay County Utility Authority Utilities System Revenue Refunding Note, Series 2015. "Series 2019 Note" shall mean the outstanding Clay County Utility Authority Utilities System Revenue and Refunding Note, Series 2019. "Series 2023 Bond" shall mean the outstanding Clay County Utility Authority Utilities System Revenue Bond, Series 2023. "State" shall mean the State of Florida. "Supplemental Resolution" shall mean Resolution No. 2023/2024-04 adopted by the Authority on February 20, 2024, 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. 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. 4 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, (iii) an annual debt service coverage calculation for the System in accordance with Section 5.04 of the Original Resolution, and (iv) promptly upon Lender's written request therefor, such additional information as the Lender may from time to time reasonably request. The electronic audit or link of such financial statements, annual budget and other financial information may be sent to the following email address (or such other address as the Lender supplies to the Authority in writing): PublicFinance@ W ebsterB ank.com. (f) No authorization, consent, approval, license, exemption of or registration or filing with any court or governmental department, commission, board, bureau, agency or 5 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 30,2023, 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, 2023, 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 national banking association 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. 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 6 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 issued thereunder. The Bond shall be secured by and payable from the Pledged Funds ratably and on a parity with the Parity Obligations and any outstanding Additional 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. 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; 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 2024." The Bond shall be issued as a single, fully registered bond and shall constitute an Additional Bond under the Original Resolution.The Bond shall be in the principal amount of THIRTY MILLION DOLLARS ($30,000,000.00). The Authority shall pay interest upon the unpaid principal balance of the Bond at the Interest Rate, subject to adjustment as provided herein. Interest on the Bond shall be payable on each May 1 and November 1, commencing May 1, 2024, and shall be calculated on the basis of a 360-day year based upon the actual number of days 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. 7 (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 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 May 1, 2024. 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. (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. There will be no Lender fees to maintain the Loan and the Bond. The Lender shall pay for all of its costs relating to 8 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 $7,500. (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 registered 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 by the registered owner thereof or its attorney or legal representative in the form of assignment attached to the Bond to(i) an affiliate of the registered owner or(ii)banks,insurance companies or other financial institutions and their affiliates, 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. Nothing herein or in the Bond shall limit the right of the registered owner of the Bond to sell or assign participation interests in the Bond to one or more entities listed in (i) or(ii) of this paragraph. (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 Prepayment. (a) The Bond may be prepaid in whole on any Payment Date on or after May 2, 2028, subject to the terms hereof and upon at least thirty (30) days prior written notice to the Bondholder, by paying to the Bondholder all of the outstanding principal amount of the Bond, together with the unpaid interest accrued on the amount of outstanding principal so prepaid to the date of such prepayment and any applicable prepayment price, as follows: Prepayment Date Prepayment Price (Dates Inclusive) May 2, 2028 through May 1, 2029 101% May 2, 2029 and thereafter 100% (b) The Bond is subject to a one-time extraordinary mandatory prepayment from excess funds in the 2024 Project Construction Account("Excess Funds") after completion of the Project, by paying to the holder an outstanding principal amount of the Bond equal to the Excess Funds at a prepayment price equal to 100%, together with unpaid interest accrued on such amount so prepaid to such date of prepayment. Such partial prepayment shall (i) occur on 9 or after May 1, 2025, (ii) be on a Payment Date, and (iii) be applied to the then remaining principal repayment schedule in inverse order of installments coming due. 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 their terms and the Supplemental 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. 10 (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)to be designated the"2024 Project Construction Account" (the "2024 Project Construction Account"). The 2024 Project Construction Account shall be kept separate and apart from all other funds and accounts of the Authority. The proceeds of the Bond shall be deposited into the 2024 Construction Account. The moneys on deposit in the 2024 Construction Account shall be withdrawn, used and applied by the Authority solely for the payment of costs of the Project in accordance with the Resolution, including the costs of issuance of the Bond. Until the proceeds of the Bond are needed to pay costs of the Project or costs of issuance, such proceeds shall be retained in the 2024 Construction Account to be invested and reinvested in Authorized Investments pursuant to Section 4.10 of the Resolution at the direction of the Authority. Amounts on deposit in the 2024 Construction Account shall be disbursed in accordance with the terms hereof and the Resolution.All income derived from investment of funds in the 2024 Construction Account shall be used to pay costs of the Project or to redeem the Bond as provided in Section 3.2(b) herein. Upon completion of the Project any amounts then remaining in the 2024 Construction Account and not reserved by the Authority for the payment of any remaining parts of the costs of the 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 and Section 3.2(b) of this Agreement, or may be used for any other lawful purpose. Amounts on deposit in the 2024 Construction Account are hereby pledged to secure the payment of the Bond. 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 11 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. 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. 12 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. 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 Webster Bank, National Association, 360 Lexington Avenue, 5th Floor New York, New York 10017, Attention: Public Sector Finance, 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 13 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 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 the 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 15Ba1-1 et seq, to the extent that such rules apply to the transactions contemplated hereunder. Section 6.8 Permission to Use Information. The Authority agrees and consents that the Bondholder shall be permitted to use information related to the Loan 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 14 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 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.] 15 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: Jim Starnieri, Chairman, Board of Supervisors By: Janice Loudermilk, Secretary, Board of Supervisors WEBSTER BANK, NATIONAL ASSOCIATION By: Name: Kevin C. King Title: Senior Managing Director [Signature Page I Loan Agreement(2024 Loan)] EXHIBIT A FORM OF BOND UNITED STATES OF AMERICA STATE OF FLORIDA CLAY COUNTY UTILITY AUTHORITY UTILITIES SYSTEM REVENUE BOND SERIES 2024 Principal Sum Interest Rate Date of Issuance Final Maturity Date $30,000,000 Interest Rate February 27, 2024 May 1, 2034 (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 WEBSTER BANK, NATIONAL ASSOCIATION 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 February 27, 2024 (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 (defined herein), subject to adjustment as provided herein, on May 1 and November 1 of each year, commencing May 1, 2024, 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 installments as set forth on Schedule I attached hereto, subject to the optional prepayment terms provided herein and in the 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 amended by 2022/23-07, adopted July 18, 2023, and as supplemented by Resolution No. 2023/2024-04 adopted by the Authority on February 20, 2024 (the "Supplemental Resolution" and together with the Original Resolution, the "Resolution"), and is subject to all terms and conditions of the Resolution and the A-1 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 costs 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. When used in this Bond, the following terms shall have the following meanings, unless the context clearly otherwise requires: "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. "Closing Date" shall mean February 24, 2024. "Default Rate" shall mean the lesser of(i) 5.25%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 4.15%. 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. "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. A-2 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. This Bond may be prepaid in whole on any Payment Date (as defined in the Agreement) on or after May 2, 2028, subject to the terms hereof and upon at least thirty(30) days prior written notice to the Bondholder, by paying to the Bondholder the outstanding principal amount hereof, together with the unpaid interest accrued on the amount of outstanding principal so prepaid to the date of such prepayment and any applicable prepayment premium, as follows: Prepayment Date Prepayment Price (Dates Inclusive) May 2, 2028 through May 1, 2029 101% May 2, 2029 and thereafter 100% This Bond is subject to a one-time extraordinary mandatory prepayment in accordance with Section 3.2(b) of the Agreement. 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. A-3 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 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.] A-4 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: February 27, 2024 CHIEF FINANCIAL OFFICER, CLAY COUNTY UTILITY AUTHORITY, as Registrar Chief Financial Officer A-5 SCHEDULE I Principal Payment Schedule Payment Date Principal Amount 05/01/2026 $2,815,000 05/01/2027 2,935,000 05/01/2028 3,055,000 05/01/2029 3,185,000 05/01/2030 3,315,000 05/01/2031 3,455,000 05/01/2032 3,595,000 05/01/2033 3,745,000 05/01/2034 3,900,000 B-6