Loading...
Resolution No. 2018-29 Authorizing Issuance of Capital Improvement Bonds through Branch Banking and Trust Company for Charter High School - February 6, 2018 RESOLUTION NO. 2018-29 A RESOLUTION OF THE CITY OF AVENTURA, FLORIDA, AUTHORIZING THE ISSUANCE OF CAPITAL IMPROVEMENT BONDS, SERIES 2018, OF THE CITY OF AVENTURA, FLORIDA, IN THE AGGREGATE PRINCIPAL AMOUNT OF $7,100,000 FOR THE PURPOSE OF FINANCING A PORTION OF THE COST OF CONSTRUCTING AND EQUIPPING A CHARTER HIGH SCHOOL WITHIN THE CITY, AND PAYING COSTS OF ISSUANCE OF THE BONDS; AWARDING THE SALE OF THE BONDS TO BRANCH BANKING AND TRUST COMPANY; PROVIDING FOR SECURITY FOR THE BONDS; DESIGNATING THE BONDS AS QUALIFIED TAX-EXEMPT OBLIGATIONS UNDER SECTION 265(B)(3)(B)OF THE INTERNAL REVENUE CODE OF 1986; PROVIDING OTHER PROVISIONS RELATING TO THE BONDS; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS,on February 6,2018,the City Commission(the"Commission")of the City of Aventura, Florida (the"City") adopted Ordinance No. 2018-04 (the"Ordinance") authorizing the issuance of not exceeding$7,100,000 of bonds for the purpose of financing a portion of the costs of constructing and equipping a charter high school to be owned by the City within the City (the "Project")and paying costs of issuance of the bonds,and accepting a proposal from Branch Banking and Trust Company(the"Bank")to purchase the bonds; and WHEREAS,the Commission desires to set forth the details of the bonds in this Resolution; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF AVENTURA, FLORIDA: SECTION 1. AUTHORIZATION OF BONDS. Pursuant to the provisions of this Resolution and the Ordinance, Capital Improvement Bonds of the City to be designated "City of Aventura,Florida Capital Improvement Bonds,Series 2018"(the`Bonds"),are hereby authorized to be issued in an aggregate principal amount of$7,100,000 for the purpose of financing a portion of the costs of the Project and paying costs of issuance of the Bonds. SECTION 2. TERMS OF THE BONDS. (a) General Provisions. The Bonds shall be issued in fully registered form without coupons. The principal of and interest on the Bonds shall be payable when due in lawful money of the United States of America by wire transfer or by certified check delivered on or prior to the date due to the registered owners of the Bonds ("Owners") or their legal representatives at the addresses of the Owners as they appear on the registration books of the City. Payments shall be made in immediately available funds by no later than 2:00 p.m.,Eastern time, on the date due,free and clear of any defenses, set-offs, counterclaims, or withholdings or deductions for taxes. The Bonds shall be dated the date of their issuance and delivery and shall be initially issued as one Bond in the denomination of$7,100,000. The Bonds shall mature on August 1, 2038. City of Aventura Resolution No.2018-29 THE BONDS SHALL NOT BE DEEMED TO CONSTITUTE AN INDEBTEDNESS OF THE CITY OR A PLEDGE OF THE FAITH AND CREDIT OF THE CITY, BUT SHALL BE PAYABLE EXCLUSIVELY FROM LEGALLY AVAILABLE NON-AD VALOREM REVENUES, AS DEFINED IN THIS RESOLUTION,OF THE CITY BUDGETED AND APPROPRIATED BY THE CITY AS DESCRIBED HEREIN. THE ISSUANCE OF THE BONDS SHALL NOT DIRECTLY OR INDIRECTLY OR CONTINGENTLY OBLIGATE THE CITY TO LEVY OR TO PLEDGE ANY FORM OF TAXATION WHATEVER THEREFOR NOR SHALL THE BONDS CONSTITUTE A CHARGE, LIEN, OR ENCUMBRANCE, LEGAL OR EQUITABLE, UPON ANY PROPERTY OF THE CITY, AND THE OWNERS OF THE BONDS SHALL HAVE NO RECOURSE TO THE POWER OF TAXATION. (b) Interest Rate. Subject to adjustment as provided below,the Bonds shall bear interest on the outstanding principal balance from their date of issuance payable semiannually on each February 1 and August 1 (the"Interest Payment Dates"),commencing August 1,2018,at an interest rate equal to 3.68%per annum. Interest on the Bonds shall be computed on the basis of a 360-day year consisting of twelve 30-day months. (i) Adjustment of Interest Rate Upon a Determination of Taxability. Upon a Determination of Taxability (as defined below), the rate of interest on the Bonds shall be adjusted upward to 4.62%per annum(the"Taxable Rate"),retroactive as of the date of the Determination of Taxability event. In addition to the payments of principal and interest on the Bonds required to be paid pursuant to the terms of this Resolution and the Bonds, the City hereby agrees to pay to the Owners the Additional Amount (as defined below) upon demand. "Additional Amount"means(1)the difference between(A)interest on the Bonds for the period commencing on the date on which the interest on the Bonds ceased to be excludable from gross income for federal income tax purposes and ending on the earlier of the date the Bonds ceased to be outstanding or such adjustment is no longer applicable to the Bonds (the "Taxable Period") at a rate per annum equal to the Taxable Rate, and (B) the aggregate amount of interest paid on the Bonds for the Taxable Period under the provisions of the Bonds without considering the Determination of Taxability,plus(2)any penalties and interest paid or payable by such Owners to the Internal Revenue Service by reason of such Determination of Taxability. A"Determination of Taxability"shall mean a final decree or judgment of any Federal court or a final action of the Internal Revenue Service or of the United States Treasury Department determining that interest paid or payable on any Bond is or was includable in the gross income of the Owner of such Bond for Federal income tax purposes;provided,that no such decree,judgment,or action will be considered final for this purpose,however,unless the City has been given written notice thereof and,if it is so desired and is legally allowed,has been afforded the opportunity to contest the same,either directly or in the name of the Owners, and until the conclusion of any appellate review, if sought. (ii) Adjustment of Interest Rate for Loss of Bank Qualified Status. So long as no Determination of Taxability shall have occurred,upon the occurrence of a Loss of BQ Status (as defined below), and for as long as the Bonds remain outstanding,the interest rate on the Page 2 of 21 City of Aventura Resolution No. 2018-29 Bonds shall be converted to the Adjusted BQ Rate (as defined below). In addition, upon a Loss of BQ Status, the City shall pay to the Owners(1)an additional amount equal to the difference between(A)the amount of interest actually paid on the Bonds during the period of time from the date of occurrence of the Loss of BQ Status to the date the Bonds cease to be outstanding, and(B)the amount of interest that would have been paid during the period in clause(A)had the Bonds borne interest at the Adjusted BQ Rate,and(2)an amount equal to any penalties and interest paid or payable by such Owners to the Internal Revenue Service by reason of such as a result of the Loss of BQ Status. As used in the preceding paragraph: "Adjusted BQ Rate" shall mean, upon a Loss of BQ Status, the interest rate per annum that shall provide the Owners with the same after tax yield that the Owners would have otherwise received had the Loss of BQ Status not occurred, taking into account the increased taxable income of the Owners as a result of such Loss of BQ Status. The Owners shall provide the City with a written statement explaining the calculation of the Adjusted BQ Rate,which statement shall,in the absence of manifest error,be conclusive and binding on the City; and "Loss of BQ Status" shall mean a determination by the Owners, confirmed by an opinion of nationally recognized bond counsel selected and approved by the Owners and the City, that the Bonds are not a "qualified tax-exempt obligation" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the"Code"), or any successor provision. A certificate of the Owners as to any such additional amount or amounts, in the absence of manifest error, shall be final and conclusive. In determining such amount, the Owners may use any reasonable averaging and attribution methods. (c) Prepayment Provisions. (i) Mandatory Prepayment. The principal of the Bonds shall be subject to mandatory prepayment in semiannual installments on each Interest Payment Date,commencing August 1, 2018 in the amounts set forth in the Payment Schedule attached to the Bonds under the column labelled"Principal". In the event that there is more than one Owner of the Bonds, (A) the City shall determine the amount of each Bond to be redeemed, and (B) the City shall give notice to each Owner of the Bonds at least three(3)days prior to the date of mandatory redemption of the amount of each Bond to be redeemed. (ii) Optional Prepayment. The Bonds are subject to optional prepayment,upon written notice to the Owners given by the City at least five(5)business days prior to the date fixed for prepayment,in whole but not in part at any time on or after August 1,2023, at a price of par plus accrued interest to the date of prepayment. Page 3 of 21 City of Aventura Resolution No. 2018-29 SECTION 3. EXECUTION OF BONDS. The Bonds shall be signed in the name of the City by the City Manager and the City Clerk, and its seal shall be affixed thereto or imprinted or reproduced thereon.The signatures of City Manager and City Clerk on the Bonds may be manual or facsimile signatures,provided that the signature of one of such officers shall be a manual signature. In case any one or more of the officers who shall have signed or sealed any of the Bonds shall cease to be such officer of the City before the Bonds so signed and sealed shall have been actually sold and delivered,such Bonds may nevertheless be sold and delivered as herein provided and may be issued as if the person who signed and sealed such Bonds had not ceased to hold such office.Any Bonds may be signed and sealed on behalf of the City by such person as at the actual time of the execution of such Bonds shall hold the proper office,although at the date of such Bonds such person may not have held such office or may not have been so authorized. SECTION 4. NEGOTIABILITY,REGISTRATION AND CANCELLATION. The City shall serve as Registrar and as such shall keep books for the registration of Bonds and for the registration of transfers of Bonds. Bonds may be transferred or exchanged upon the registration books kept by the City,upon delivery to the City,together with written instructions as to the details of the transfer or exchange, of such Bonds in form satisfactory to the City and with guaranty of signatures satisfactory to the City, along with the social security number or federal employer identification number of any transferee and,if the transferee is a trust,the name and social security or federal tax identification numbers of the settlor and beneficiaries of the trust,the date of the trust and the name of the trustee. Bonds may be exchanged for one or more Bonds of the same aggregate principal amount and maturity and in denominations in integral multiples of$250,000(except that an odd lot is permitted to complete the outstanding principal balance).No transfer or exchange of any Bond shall be effective until entered on the registration books maintained by the City. The City may deem and treat the person in whose name any Bond shall be registered upon the books kept by the City as the absolute Owner of such Bond,whether such Bond shall be overdue or not,for the purpose of receiving payment of,or on account of,the principal of and interest on such Bond as they become due and for all other purposes.All such payments so made to any such Owner or upon such Owner's order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. In all cases in which Bonds are transferred or exchanged in accordance with this Section,the City shall execute and deliver Bonds in accordance with the provisions of this Resolution.All Bonds surrendered in any such exchanges or transfers shall forthwith be cancelled by the City.There shall be no charge for any such exchange or transfer of Bonds,but the City may require the payment of a sum sufficient to pay any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer.The City shall not be required to transfer or exchange Bonds for a period of 15 days next preceding an Interest Payment Date on such Bonds. All Bonds,the principal of and interest on which have been fully paid,either at or prior to maturity,shall be delivered to the City after such payment is made,and shall thereupon be cancelled. In case a portion but not all of an outstanding Bond shall be prepaid pursuant to mandatory prepayment provisions,such Bond shall not be surrendered in exchange for a new Bond,but the City shall make a notation indicating the remaining outstanding principal of the Bonds upon the Page 4 of 21 City of Aventura Resolution No. 2018-29 registration books.The Bond so redesignated shall have the remaining principal as provided on such registration books and shall be deemed to have been issued in the denomination of the outstanding principal balance, which shall be an authorized denomination. SECTION 5. BONDS MUTILATED, DESTROYED, STOLEN OR LOST. In case any Bond shall become mutilated or be destroyed,stolen or lost,the City may in its discretion issue and deliver a new Bond of like tenor as the Bond so mutilated,destroyed, stolen or lost, in the case of a mutilated Bond, in exchange and substitution for such mutilated Bond upon surrender of such mutilated Bond or in the case of a destroyed, stolen or lost Bond in lieu of and substitution for the Bond destroyed, stolen or lost, upon the Owner furnishing the City proof of ownership thereof, satisfactory proof of loss or destruction thereof and satisfactory indemnity, complying with such other reasonable regulations and conditions as the City may prescribe and paying such expenses as the City may incur. The City shall cancel all mutilated Bonds that are surrendered. If any mutilated, destroyed, lost or stolen Bond shall have matured or be about to mature, instead of issuing a substitute Bond, the City may pay the principal of and interest on such Bond upon the Owner complying with the requirements of this paragraph. Any such duplicate Bonds issued pursuant to this section shall constitute original,additional contractual obligations of the City whether or not the lost, stolen or destroyed Bonds be at any time found by anyone,and such duplicate Bonds shall be entitled to equal and proportionate benefits and rights as to lien on and source and security for payment from the funds,as hereinafter pledged,to the extent as all other Bonds issued hereunder. SECTION 6. FORM OF BONDS. The text of the Bonds shall be of substantially the tenor set forth in Exhibit"A"hereto, with such omissions, insertions and variations as may be necessary and desirable and authorized or permitted by this Resolution. SECTION 7. COVENANT TO BUDGET AND APPROPRIATE. The City hereby covenants and agrees to appropriate in its annual budget,by amendment,if necessary,from Non-Ad Valorem Revenues (as defined in this Section) lawfully available in each fiscal year, amounts sufficient to pay the principal and interest due on the Bonds in accordance with their terms during such fiscal year. "Non-Ad Valorem Revenues" means all revenues of the City derived from any source other than ad valorem taxation on real or personal property and which are legally available to make the payments required under this Resolution, but only after provision has been made by the City for the payment of all essential or legally mandated services not otherwise provided for by ad valorem taxes. Such covenant and agreement on the part of the City to budget and appropriate such amounts of Non-Ad Valorem Revenues shall be cumulative to the extent not paid,and shall continue until such Non-Ad Valorem Revenues or other legally available funds in amounts sufficient to make all such required payments shall have been budgeted, appropriated and actually paid. Notwithstanding the foregoing covenant of the City, the City does not covenant to maintain any services or programs, now provided or maintained by the City, which generate Non-Ad Valorem Revenues. Such covenant to budget and appropriate does not create any lien upon or pledge of such Non-Ad Valorem Revenues, nor does it preclude the City from pledging in the future its Non-Ad Valorem Revenues provided such pledge will not result in insufficient Non-Ad Valorem Revenues Page 5 of 21 City of Aventura Resolution No. 2018-29 being available to meet the City's obligations under this Resolution and the Bonds, nor does it require the City to levy and collect any particular Non-Ad Valorem Revenues,nor does it give the Owners a prior claim on the Non-Ad Valorem Revenues until such Non-Ad Valorem Revenues are actually budgeted and appropriated for payment of the Bonds, as opposed to claims of general creditors of the City. Such covenant to appropriate Non-Ad Valorem Revenues is subject in all respects to the payment of obligations secured by a pledge of such Non-Ad Valorem Revenues heretofore or hereinafter entered into(including the payment of debt service on bonds and other debt instruments). However,the covenant to budget and appropriate in its annual budget for the purposes and in the manner stated herein shall have the effect of making available in the manner described herein Non-Ad Valorem Revenues available for the payment of the Bonds and placing on the City a positive duty to appropriate and budget,by amendment,if necessary,amounts sufficient to meet its obligations under this Resolution, subject, however, in all respects to the terms of this Resolution and the restrictions of Section 166.241(2), Florida Statutes, which provides, in part, that the governing body of each municipality make appropriations for each fiscal year which,in any one year, shall not exceed the amount to be received from taxation or other revenue sources; and subject, further,to the payment of services and programs which are for essential public purposes affecting the health,welfare and safety of the inhabitants of the City or which are legally mandated by applicable law. SECTION 8. BOND FUND. There is hereby created a fund entitled"City of Aventura, Florida Capital Improvement Bonds, Series 2018 Bond Fund" (the "Bond Fund"). There shall be deposited into the Bond Fund on or before each Interest Payment Date sufficient amounts of Non-Ad Valorem Revenues as specified in Section 7 hereof which,together with the amounts already on deposit therein,will enable the City to pay the principal of and interest on the Bonds on each Interest Payment Date. Moneys in the Bond Fund shall be applied on each Interest Payment Date to the payment of principal of and interest on the Bonds coming due on each such date. SECTION 9. INVESTMENTS. Subject to Section 12 hereof, moneys in the funds and accounts created hereunder may be invested only in obligations permitted by Section 218.415(17), Florida Statutes("Authorized Investments"). SECTION 10. APPLICATION OF BOND PROCEEDS. The proceeds received upon the sale of the Bonds shall be applied simultaneously with the delivery of the Bonds as follows: 1. The City shall first use the moneys from the Bonds to pay the costs of issuance of the Bonds. 2. The remainder of the proceeds of the Bonds shall be deposited in the "City of Aventura, Florida, Capital Improvement Bonds, Series 2018 Project Fund" (the "Project Fund"), hereby created, and used only in connection with the Project. Pending their use, the proceeds in the Project Fund may be invested in Authorized Investments maturing not later than the date or dates on which such proceeds will be needed for the payment of Project costs,as determined by the Finance Director of the City(the"Finance Director"). Subject to Section 12 hereof,any income received upon such investments shall be deposited in the Page 6 of 21 City of Aventura Resolution No. 2018-29 Project Fund and applied to costs of the Project or, at the option of the City, deposited in the Bond Fund and used to pay interest on the Bonds until completion of the Project. Subject to Section 12 hereof,after the completion of the Project,any remaining balance of proceeds of the Bonds shall be used either to prepay the Bonds or to pay the principal of the Bonds coming due on the next Interest Payment Date. The Project Fund shall be kept separate and apart from all other funds of the City and the moneys on deposit therein shall be withdrawn,used and applied by the City solely for the purposes set forth herein. Pending such application,the Project Fund shall be subject to the lien of the Owners of the Bonds for the payment of the principal of and interest on the Bonds. The registered Owners shall have no responsibility for the use of the proceeds of the Bonds, and the use of such Bond proceeds by the City shall in no way affect the rights of such registered Owners. The City shall be obligated to apply the proceeds of the Bonds solely as provided herein. However, the City shall be irrevocably obligated to continue to pay the principal of and interest on the Bonds notwithstanding any failure of the City to use and apply such Bond proceeds in the manner provided herein. SECTION 11. FUNDS. Each of the funds and accounts herein established and created shall constitute trust funds for the purposes provided herein for such funds and accounts respectively.The money in such funds and accounts shall be continuously secured in the same manner as deposits of City funds are authorized to be secured by the laws of the State of Florida. Except as otherwise provided herein, earnings on any investments in any amounts on any of the funds and accounts herein established and created shall be credited to such respective fund or account. The designation and establishment of the funds and accounts in and by this Resolution shall not be construed to require the establishment of any completely independent,self-balancing funds,as such term is commonly defined and used in governmental accounting,but rather is intended solely to constitute an earmarking of certain revenues and assets of the City for the purposes herein provided and to establish certain priorities for application of such revenues and assets. SECTION 12. INVESTMENTS AND USE OF PROCEEDS TO COMPLY WITH INTERNAL REVENUE CODE OF 1986. The City covenants to the Owners of the Bonds that it will take all actions and do all things necessary and desirable in order to maintain the exclusion from gross income for federal income tax purposes of interest on the Bonds,and shall refrain from taking any actions that would cause interest on the Bonds to be included in gross income for federal income tax purposes.In particular,the City will not make or direct the making of any investment or other use of the proceeds of the Bonds which would cause such Bonds to be "private activity bonds" as that term is defined in Section 141 (or any successor provision thereto)of the Code or"arbitrage bonds" as that term is defined in Section 148 (or any successor provision thereto) of the Code, and all applicable regulations promulgated under the Code, and that it will comply with the applicable requirements of Sections 141 and 148 of the Code and the aforementioned regulations throughout the term of the Bonds. SECTION 13. DESIGNATION UNDER SECTION 265(b)(3) OF THE CODE. The City represents that the reasonably anticipated amount of tax-exempt obligations(other than obligations Page 7 of 21 City of Aventura Resolution No. 2018-29 described in clause(ii)of Section 265(b)(3)(C)of the Code)which have been or will be issued by the City and any subordinate entities or entities issuing obligations on behalf of the City within the meaning of Section 265(b)(3)of the Code during calendar year 2018 does not exceed$10,000,000. The City hereby designates the Bonds as"qualified tax-exempt obligations"for purposes of Section 265(b)(3)(B)(i)of the Code,and shall make all necessary filings in order to effectuate such election. The City hereby covenants and agrees not to take any action or to fail to take any action if such action or failure would cause the Bonds to no longer be"qualified tax-exempt obligations." SECTION 14. ARBITRAGE REBATE COVENANTS. There is hereby created and established a fund to be held by the City, designated the "City of Aventura Capital Improvement Bonds, Series 2018 Rebate Fund"(the"Rebate Fund"). The Rebate Fund shall be held by the City separate and apart from all other funds and accounts held by the City under this Resolution and from all other moneys of the City. Notwithstanding anything in this Resolution to the contrary, the City shall transfer to the Rebate Fund the amounts required to be transferred in order to comply with the Rebate Covenants,if any,attached as an Exhibit to the Tax Certificate to be delivered by the City on the date of delivery of the Bonds(the"Rebate Covenants"),when such amounts are so required to be transferred. The City Manager shall make or cause to be made payments from the Rebate Fund of amounts required to be deposited therein to the United States of America in the amounts and at the times required by the Rebate Covenants. The City covenants for the benefit of the Owners of the Bonds that it will comply with the Rebate Covenants.The Rebate Fund,together with all moneys and securities from time to time held therein and all investment earnings derived therefrom,shall be excluded from the pledge and lien of this Resolution.The City shall not be required to comply with the requirements of this Section 14 in the event that the City obtains an opinion of nationally recognized bond counsel that(i) such compliance is not required in order to maintain the federal income tax exemption of interest on the Bonds and/or(ii)compliance with some other requirement is necessary to maintain the federal income tax exemption of interest on the Bonds. SECTION 15. SPECIAL COVENANTS. The City shall,while the Bonds are outstanding, within two hundred seventy (270) days of the end of each fiscal year of the City, deliver to the Owners a copy of the annual audited financial statements of the City. Within sixty(60)days of its final adoption,the City shall deliver to the Owners a copy of the operating budget for each upcoming fiscal year of the City and, upon request, any other financial information reasonably requested by such Owners. SECTION 16. COVENANTS BINDING ON CITY AND SUCCESSOR. All covenants, stipulations,obligations and agreements of the City contained in this Resolution constitute a contract between the City and the Owners of the Bonds and shall be deemed to be covenants, stipulations, obligations and agreements of the City to the full extent authorized or permitted by law,and all such covenants,stipulations,obligations and agreements shall be binding upon the successor or successors thereof from time to time and upon the officer,board,body or commission to whom or to which any power or duty affecting such covenants,stipulations,obligations and agreements shall be transferred by or in accordance with law. Except as otherwise provided in this Resolution, all rights, powers and privileges conferred Page 8 of 21 City of Aventura Resolution No. 2018-29 and duties and liabilities imposed upon the City or upon the City Commission by the provisions of this Resolution shall be exercised or performed by the City Commission or by such officers,board, body or commission as may be required by law to exercise such powers or to perform such duties. No covenant, stipulation,obligation or agreement herein contained shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future member of the City Commission or officer, agent or employee of the City in his or her individual capacity, and neither the members of the City Commission nor any officer, agent or employee of the City executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. SECTION 17. EVENTS OF DEFAULT. Each of the following events is hereby declared an "event of default": (a) payment of the principal of or amortization installments of any of the Bonds shall not be made when the same shall become due and payable; or (b) payment of any installment of interest on any of the Bonds shall not be made when the same shall become due and payable; or (c) the City shall default in the due and punctual performance of any covenant, condition,agreement or provision contained in the Bonds or in this Resolution(except for a default described in subsection (a) or (b) of this Section) on the part of the City to be performed,and such default shall continue for thirty(30)days after written notice specifying such default and requiring same to be remedied shall have been given to the City by any Owner of any Bond; provided that it shall not constitute an event of default if the default is not one that can be cured within such thirty(30)days,as agreed by the Owners and the City, and the City commences within such thirty(30)days and is proceeding diligently with action to correct such default; or (d) any proceeding shall be instituted with the consent of the City for the purpose of effecting a composition between the City and its creditors or for the purpose of adjusting the claims of such creditors pursuant to any federal or state statute now or hereafter enacted and any such proceeding shall not have been dismissed within ninety (90) days after the institution of the same. SECTION 18. REMEDIES;RIGHTS OF OWNERS. Immediately and without notice,upon the occurrence of an Event of Default described in Sections 17(a),(b)and(d)of this Resolution,the Owners may declare all obligations of the City under this Resolution and the Bonds to be immediately due and payable without further action of any kind, and upon such declaration the Bonds and the interest accrued thereon shall become immediately due and payable. In addition,and regardless whether such declaration is or is not made,and for all other Events of Default,the Owners may seek enforcement of and exercise all remedies available to it under any applicable law. No delay or omission to exercise any right or power accruing upon any default or event of default shall impair any such right or power or shall be construed to be waiver of any such default or Page 9 of 21 City of Aventura Resolution No. 2018-29 event of default or acquiescence therein;and every such right and power may be exercised from time to time and as often as may be deemed expedient.No waiver of any event of default hereunder shall extend to or shall affect any subsequent event of default or shall impair any rights or remedies consequent thereon. The City agrees, to the extent permitted by law, to indemnify the Bank and its directors, officers,employees and agents from and against any losses,claims,damages,liabilities and expenses (including, without limitation, counsel fees and expenses) which may be reasonably incurred in connection with the proper enforcement of the provisions of this Resolution and the Bonds. In addition,any amount due hereunder not paid when due shall bear interest at a default rate equal to the interest rate on the Bonds plus 2%per annum from and after five(5)days after the due date. SECTION 19. DEFEASANCE. (a) The covenants, liens and pledges entered into, created or imposed pursuant to this Resolution may be fully discharged and satisfied with respect to the Bonds in any one or more of the following ways. (i) by paying the principal of, prepayment premium, if any, and interest on the Bonds when the same shall become due and payable; or (ii) by depositing with an escrow agent certain moneys irrevocably pledged to the payment of the Bonds,which together with other moneys lawfully available therefor,if any, shall be sufficient at the time of such deposit with the escrow agent to pay when due the principal,prepayment premium,if any,and interest due and to become due on said Bonds on or prior to the prepayment date or maturity date thereof; or (iii) by depositing with an escrow agent moneys irrevocably pledged to the payment of the Bonds,which together with other moneys lawfully available therefor,when invested by the escrow agent in direct obligations of the United States of America which shall not be subject to redemption prior to their maturity other than at the option of the holder thereof,will provide moneys which shall be sufficient(as evidenced by a verification report of an independent certified public accountant or firm of accountants) to pay when due the principal,prepayment premium,if any,and interest due and to become due on said Bonds on or prior to the prepayment date or maturity date thereof. Upon such payment or deposit with an escrow agent in the amount and manner provided in this Section 19, the Bonds shall be deemed to be paid and shall no longer be deemed to be outstanding for the purposes of this Resolution and the covenants of the City hereunder and all liability of the City with respect to said Bonds shall cease,terminate and be completely discharged and extinguished and the Owners thereof shall be entitled to payment solely out of the moneys or securities so deposited with the escrow agent; provided, however, that (i) if any Bonds are to be redeemed prior to the maturity thereof,notice of the redemption thereof shall have been duly given in accordance with the provisions of Section 2 hereof and (ii) in the event that any Bonds are not by Page 10 of 21 City of Aventura Resolution No. 2018-29 their terms subject to redemption with the next succeeding sixty(60) days following a deposit of moneys with the escrow agent in accordance with this Section,the City shall have given the escrow agent in form satisfactory to it irrevocable instructions to mail to the Owners of such Bonds at their addresses as they appear on the registration books of the City, a notice stating that a deposit in accordance with this Section has been made with the escrow agent and that the Bonds are deemed to have been paid in accordance with this Section and stating such maturity or redemption date upon which moneys are to be available for the payment of the principal of,premium, if any,and interest on said Bonds. (b) Notwithstanding the foregoing, all references to the discharge and satisfaction of Bonds shall include the discharge and satisfaction of any portion of the Bonds. (c) If any portion of the moneys deposited with an escrow agent for the payment of the principal of,redemption premium,if any,and interest on any portion of the Bonds is not required for such purpose,the escrow agent shall transfer to the City the amount of such excess and the City may use the amount of such excess free and clear of any trust,lien,security interest,pledge or assignment securing said Bonds or otherwise existing under this Resolution. (d) Notwithstanding any of the foregoing,the requirements of Sections 12 and 14 hereof relating to use and investment of proceeds and rebate amounts due to the United States pursuant to the Rebate Covenants shall survive the payment of principal and interest with respect to the Bonds or any portion thereof. SECTION 20. SALE OF BONDS. Based upon the uncertainty of the interest rate environment if sale of the Bonds is delayed,the City hereby determines the necessity for a negotiated sale of the Bonds. Prior to the issuance of the Bonds, the City shall receive from the Bank all applicable disclosure information required by Section 218.385,Florida Statutes.The negotiated sale of the Bonds is hereby approved to the Bank at a purchase price of par. SECTION 21.FEASIBILITY STUDY. Prior to the issuance to any debt of the City,Section 4.10 of the City's Charter requires(i)the approval of five City Commissioners and(ii)the receipt by the City Commission of a feasibility study from the City Manager and the Finance Director concluding that sufficient revenues are available to repay the indebtedness and that the funds are being borrowed for a valid public purpose. On January 18, 2018, the City Manager and Finance Director presented information to the City Commission regarding the issuance of debt in an amount not to exceed $7,100,000 which satisfied the feasibility study and public purpose requirements. Further, on the date of adoption of this Resolution, at least five City Commissioners approved the Ordinance and this Resolution authorizing the issuance of the Bonds in an amount of$7,100,000. SECTION 22. AUTHORITY OF OFFICERS. The Mayor,the Vice Mayor,any member of the Commission,the City Manager,the City Clerk,the Finance Director and any other proper official of the City,are and each of them is hereby authorized and directed to execute and deliver any and all documents and instruments and to do and cause to be done any and all acts and things necessary or proper for carrying out the transaction contemplated by this Resolution and the other documents identified herein. Page 11 of 21 City of Aventura Resolution No.2018-29 SECTION 23. SEVERABILITY. In case any one or more of the provisions of this Resolution or of any Bonds issued hereunder shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this Resolution or of the Bonds,but this Resolution and the Bonds shall be construed and enforced as if such illegal or invalid provision had not been contained therein.The Bonds are issued and this Resolution is adopted with the intent that the laws of the State of Florida(the"State") shall govern their construction. SECTION 24. PAYMENTS DUE ON SATURDAYS. SUNDAYS AND HOLIDAYS. In any case where the date of maturity of interest on or principal of the Bonds shall be a Saturday, Sunday or a day on which the banks in the State are required,or authorized or not prohibited,by law (including executive orders)to close and are closed,then payment of such interest or principal need not be made by the City on such date but may be made on the next succeeding business day on which the banks in the State are open for business. SECTION 25. OPEN MEETING FINDINGS. It is hereby found and determined that all official acts of the City Commission concerning and relating to the adoption of this Resolution and all prior resolutions and ordinances affecting the City Commission's ability to issue the Bonds were taken in an open meeting of the City Commission and that all deliberations of the City Commission or any of its committees that resulted in such official acts were in meetings open to the public, in compliance with all legal requirements, including Section 286.011, Florida Statutes. SECTION 26.BANK FEES AND EXPENSES. The City hereby agrees to the fees payable to the Bank in connection with the issuance of the Bonds in the amount of$7,500.00,said amount to be due and payable upon the issuance of the Bonds. SECTION 27. REPEALING CLAUSE. All resolutions or orders and parts thereof in conflict herewith,to the extent of such conflicts, are hereby superseded and repealed. SECTION 28. EFFECTIVE DATE. This Resolution shall take effect immediately upon its adoption. The foregoing Resolution was offered by Commissioner Weinberg,who moved its adoption. This motion was seconded by Vice Mayor Shelley and upon being put to a vote, the vote was as follows: Commissioner Denise Landman Yes Commissioner Dr. Linda Marks Yes Commissioner Gladys Mezrahi Yes Commissioner Marc Narotsky Yes Commissioner Howard Weinberg Yes Vice Mayor Robert Shelley Yes Mayor Enid Weisman Yes Page 12 of 21 City of Aventura Resolution No. 2018-29 PASSED AND ADOPTED this 6th day of February, 2018. ENID WEISMAN, MAYOR __*/ ATTEST: (/t/1;1GC) -11/rELLISA L. HORVA Atie C CITY CLERK APPROVED AS TO LEGAL SUFFICIENCY: CITY ATTORNEY This Resolution was filed in the Office of the City Clerk this (Q day of FC5, 2018. Page 13 of 21 City of Aventura Resolution No. 2018-29 EXHIBIT "A" No. R- $7,100,000 UNITED STATES OF AMERICA STATE OF FLORIDA CITY OF AVENTURA CAPITAL IMPROVEMENT BOND SERIES 2018 Registered Owner: Branch Banking and Trust Company Principal Amount: Seven Million One Hundred Thousand Dollars ($7,100,000) KNOW ALL MEN BY THESE PRESENTS, that the City of Aventura, Florida (the "City"), for value received, hereby promises to pay to the Registered Owner shown above, or registered assigns (the "Owner"), from the sources hereinafter mentioned, the Principal Amount specified above. Subject to the rights of prior prepayment and redemption described in this Bond, this Bond shall mature on August 1,2038. Payments due hereunder shall be made no later than 2:00 p.m., Eastern time, on the date due, free and clear of any defenses, set-offs, counterclaims, or withholding or deductions for taxes. Any amount due hereunder not paid when due shall bear interest at a default rate equal to the interest rate on this Bond plus 2%per annum from and after five (5) days after the due date. This Bond is issued under authority of and in full compliance with the Constitution and laws of the State of Florida,including particularly Part II of Chapter 166,Florida Statutes,as amended,the Charter of the City, Ordinance No. 2018-04 duly enacted by the City Commission (the "Commission")of the City on February 6,2018(the"Ordinance"),and Resolution No.2018-_duly adopted on February 6, 2018 (the "Resolution," and collectively with the Ordinance, the "Bond Ordinance"),and is subject to the terms of said Bond Ordinance.This Bond is issued for the purpose of financing a portion of the costs of constructing and equipping a charter high school within the City (the "Project") and paying costs of issuance of the Bonds (as defined the Bond Ordinance). This Bond shall be payable only from the sources identified herein. Subject to adjustment as provided herein, this Bond shall bear interest on the outstanding principal balance from its date of issuance payable semiannually on each February 1 and August 1 (the"Interest Payment Dates"),commencing August 1,2018,at an interest rate equal to 3.68%per annum. Interest on this Bond shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The principal of and interest on this Bond are payable in lawful money of the United States of America by wire transfer or by certified check delivered on or prior to the date due to the registered Page 14 of 21 City of Aventura Resolution No.2018-29 Owner or such Owner's legal representative at the address of the Owner as it appears on the registration books of the City. Presentation of this Bond for such payment shall not be required. Adjustment of Interest Rate Upon a Determination of Taxability. Upon a Determination of Taxability(as defined below),the rate of interest on this Bond shall be adjusted upward to 4.62%per annum(the"Taxable Rate"),retroactive as of the date of the Determination of Taxability event. In addition to the payments of principal and interest on this Bond required to be paid pursuant to the terms of the Bond Ordinance and this Bond, the City hereby agrees to pay to the Owner the Additional Amount (as defined below) upon demand. "Additional Amount" means (1) the difference between(A) interest on this Bond for the period commencing on the date on which the interest on this Bond ceased to be excludable from gross income for federal income tax purposes and ending on the earlier of the date this Bond ceased to be outstanding or such adjustment is no longer applicable to this Bond(the"Taxable Period")at a rate per annum equal to the Taxable Rate,and(B) the aggregate amount of interest paid on this Bond for the Taxable Period under the provisions of this Bond without considering the Determination of Taxability,plus (2) any penalties and interest paid or payable by the Owner of this Bond to the Internal Revenue Service by reason of such Determination of Taxability.A"Determination of Taxability"shall mean a final decree or judgment of any Federal court or a final action of the Internal Revenue Service or of the United States Treasury Department determining that interest paid or payable on this Bond is or was includable in the gross income of the Owner for Federal income tax purposes;provided,that no such decree,judgment,or action will be considered final for this purpose, however, unless the City has been given written notice thereof and, if it is so desired and is legally allowed, has been afforded the opportunity to contest the same, either directly or in the name of the Owner, and until the conclusion of any appellate review,if sought. Adjustment of Interest Rate for Loss of Bank Qualified Status. So long as no Determination of Taxability shall have occurred,upon the occurrence of a Loss of BQ Status(as defined below), and for as long as this Bond remains outstanding,the interest rate on this Bond shall be converted to the Adjusted BQ Rate(as defined below).In addition,upon a Loss of BQ Status, the City shall pay to the Owner(1) an additional amount equal to the difference between(A) the amount of interest actually paid on this Bond during the period of time from the date of occurrence of the Loss of BQ Status to the date this Bond ceases to be outstanding,and(B)the amount of interest that would have been paid during the period in clause(A)had this Bond borne interest at the Adjusted BQ Rate,and (2) an amount equal to any penalties and interest paid or payable by such Owner to the Internal Revenue Service by reason of such as a result of the Loss of BQ Status. As used in the preceding paragraph: "Adjusted BQ Rate"shall mean,upon a Loss of BQ Status,the interest rate per annum that shall provide the Owner with the same after tax yield that the Owner would have otherwise received had the Loss of BQ Status not occurred, taking into account the increased taxable income of the Owner as a result of such Loss of BQ Status. The Owner shall provide the City with a written statement explaining the calculation of the Adjusted BQ Rate,which statement shall,in the absence of manifest error,be conclusive and binding on the City; and Page 15 of 21 City of Aventura Resolution No. 2018-29 "Loss of BQ Status" shall mean a determination by the Owner, confirmed by an opinion of nationally recognized bond counsel selected and approved by the Owner and the City,that this Bond is not a"qualified tax-exempt obligation" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended, or any successor provision. A certificate of the Owner as to any such additional amount or amounts, in the absence of manifest error, shall be final and conclusive. In determining such amount,the Owner may use any reasonable averaging and attribution methods. Mandatory Prepayment. The principal of this Bond shall be subject to mandatory prepayment in semiannual installments on each Interest Payment Date, commencing August 1, 2018, in the amounts set forth in the Payment Schedule attached to this Bond under the column labelled "Principal". Optional Prepayment. This Bond is subject to optional prepayment, upon written notice to the Owner given by the City at least five(5)business days prior to the date fixed for prepayment,in whole but not in part at any time on or after August 1,2023,at a price of par plus accrued interest to the date of prepayment. The City has covenanted and agreed in the Bond Ordinance to appropriate in its annual budget,by amendment, if necessary, from Non-Ad Valorem Revenues(as defined below) lawfully available in each fiscal year,amounts sufficient to pay the principal and interest due on this Bond in accordance with its terms during such fiscal year."Non-Ad Valorem Revenues"means all revenues of the City derived from any source other than ad valorem taxation on real or personal property and which are legally available to make the payments required under the Bond Ordinance,but only after provision has been made by the City for the payment of all essential or legally mandated services not otherwise provided for by ad valorem taxes. Such covenant and agreement on the part of the City to budget and appropriate such amounts of Non-Ad Valorem Revenues shall be cumulative to the extent not paid,and shall continue until such Non-Ad Valorem Revenues or other legally available funds in amounts sufficient to make all such required payments shall have been budgeted, appropriated and actually paid.Notwithstanding the foregoing covenant of the City,the City does not covenant to maintain any services or programs, now provided or maintained by the City, which generate non-ad valorem revenues. Such covenant to budget and appropriate does not create any lien upon or pledge of such Non-Ad Valorem Revenues, nor does it preclude the City from pledging in the future its Non-Ad Valorem Revenues provided such pledge will not result in insufficient Non-Ad Valorem Revenues being available to meet the City's obligations under the Bond Ordinance and this Bond,nor does it require the City to levy and collect any particular Non-Ad Valorem Revenues, nor does it give the Owners a prior claim on the Non-Ad Valorem Revenues until such Non-Ad Valorem Revenues are actually budgeted and appropriated for payment of this Bond, as opposed to claims of general creditors of the City. Such covenant to appropriate Non-Ad Valorem Revenues is subject in all respects to the payment of obligations secured by a pledge of such Non-Ad Valorem Revenues heretofore or hereinafter entered into(including the payment of debt service on bonds and other debt instruments). However,the covenant to budget and appropriate in its general annual budget for the Page 16 of 21 City of Aventura Resolution No. 2018-29 purposes and in the manner stated herein shall have the effect of making available in the manner described herein Non-Ad Valorem Revenues and placing on the City a positive duty to appropriate and budget,by amendment,if necessary,amounts sufficient to meet its obligations under the Bond Ordinance,subject,however,in all respects to the terms of the Bond Ordinance and the restrictions of Section 166.241(2), Florida Statutes, which provides, in part, that the governing body of each municipality make appropriations for each fiscal year which, in any one year, shall not exceed the amount to be received from taxation or other revenue sources;and subject,further,to the payment of services and programs which are for essential public purposes affecting the health,welfare and safety of the inhabitants of the City or which are legally mandated by applicable law. THIS BOND SHALL NOT BE DEEMED TO CONSTITUTE AN INDEBTEDNESS OF THE CITY OR A PLEDGE OF THE FAITH AND CREDIT OF THE CITY, BUT SHALL BE PAYABLE EXCLUSIVELY FROM LEGALLY AVAILABLE NON-AD VALOREM REVENUES OF THE CITY BUDGETED AND APPROPRIATED BY THE CITY AS DESCRIBED IN THE BOND ORDINANCE. THE ISSUANCE OF THIS BOND SHALL NOT DIRECTLY OR INDIRECTLY OR CONTINGENTLY OBLIGATE THE CITY TO LEVY OR TO PLEDGE ANY FORM OF TAXATION WHATEVER THEREFOR NOR SHALL THIS BOND CONSTITUTE A CHARGE,LIEN,OR ENCUMBRANCE,LEGAL OR EQUITABLE,UPON ANY PROPERTY OF THE CITY, AND THE OWNER OF THIS BOND SHALL HAVE NO RECOURSE TO THE POWER OF TAXATION. The original registered Owner, and each successive registered Owner of this Bond shall be conclusively deemed to have agreed and consented to the following terms and conditions: 1. The City shall keep books for the registration of Bonds and for the registration of transfers of Bonds as provided in the Bond Ordinance. Bonds may be transferred or exchanged upon the registration books kept by the City,upon delivery to the City,together with written instructions as to the details of the transfer or exchange,of such Bonds in form satisfactory to the City and with guaranty of signatures satisfactory to the City,along with the social security number or federal employer identification number of any transferee and,if the transferee is a trust,the name and social security or federal tax identification numbers of the settlor and beneficiaries of the trust, the date of the trust and the name of the trustee. The Bonds may be exchanged for Bonds of the same principal amount and maturity and denominations in integral multiples of$250,000 (except that an odd lot is permitted to complete the outstanding principal balance).No transfer or exchange of any Bond shall be effective until entered on the registration books maintained by the City. 2. The City may deem and treat the person in whose name any Bond shall be registered upon the books of the City as the absolute Owner of such Bond, whether such Bond shall be overdue or not,for the purpose of receiving payment of,or on account of,the principal of and interest on such Bond as they become due, and for all other purposes. All such payments so made to any such Owner or upon such Owner's order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. Page 17 of 21 City of Aventura Resolution No. 2018-29 3. In all cases in which the privilege of exchanging Bonds or transferring Bonds is exercised,the City shall execute and deliver Bonds in accordance with the provisions of the Bond Ordinance. There shall be no charge for any such exchange or transfer of Bonds, but the City may require payment of a sum sufficient to pay any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer.The City shall not be required to transfer or exchange Bonds for a period of fifteen (15) days next preceding an interest payment date on such Bonds. 4. All Bonds,the principal of and interest on which have been paid,either at or prior to maturity, shall be delivered to the City after such full payment is made, and shall thereupon be cancelled. In case a portion but not all of an outstanding Bond shall be prepaid pursuant to mandatory prepayment provisions, such Bond shall not be surrendered in exchange for a new Bond, but the City shall make a notation indicating the remaining outstanding principal of the Bonds upon the registration books. The Bond so redesignated shall have the remaining principal as provided on such registration books and shall be deemed to have been issued in the denomination of the outstanding principal balance,which shall be an authorized denomination. It is hereby certified and recited that all acts, conditions and things required to happen, to exist and to be performed precedent to and for the issuance of this Bond have happened,do exist and have been performed in due time, form and manner as required by the Constitution and the laws of the State of Florida applicable thereto. Page 18 of 21 City of Aventura Resolution No. 2018-29 IN WITNESS WHEREOF, the City of Aventura, Florida has caused this Bond to be executed by the manual or facsimile signature of its City Manager and of its City Clerk,and the seal of the City of Aventura,Florida or a facsimile thereof to be affixed hereto or imprinted or reproduced hereon,all as of the_day of February, 2018. CITY OF AVENTURA, FLORIDA City Manager (SEAL) City Clerk Page 19 of 21 City of Aventura Resolution No. 2018-29 ASSIGNMENT FOR VALUE RECEIVED, the undersigned (the "Transferor"),hereby sells,assigns and transfers unto (Please insert name and Social Security or Federal Employer identification number of assignee)the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints (the"Transferee")as attorney to register the transfer of the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Date Social Security Number or Federal Employer identification number of Assignee Signature Guaranteed: NOTICE: Signature(s)must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or a trust company NOTICE: No transfer will be registered and no new Bond will be issued in the name of the Transferee, unless the signature(s)to this assignment corresponds with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever and the Social Security or Federal Employer Identification Number of the Transferee is supplied. The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIF MIN ACT - (Cust.) Custodian for (Minor) TEN ENT - as tenants by under Uniform Gifts to Minors the entirety Act of (State) JT TEN - as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the list above. Page 20 of 21 City of Aventura Resolution No. 2018-29 PAYMENT SCHEDULE* Ending Principal Coupon Interest Debt Service Debt Service 08/01/2018 110,000 3.680% 120,479.11 230,479.11 230,479.11 02/01/2019 120,000 3.680% 128,616.00 248,616.00 08/01/2019 120,000 3.680% 126,408.00 246,408.00 495,024.00 02/01/2020 125,000 3.680% 124,200.00 249,200.00 08/01/2020 125,000 3.680% 121,900.00 246,900.00 496,100.00 02/01/2021 130,000 3.680% 119,600.00 249,600.00 08/01/2021 130,000 3.680% 117,208.00 247,208.00 496,808.00 02/01/2022 130,000 3.680% 114,816.00 244,816.00 08/01/2022 140,000 3.680% 112,424.00 252,424.00 497,240.00 02/01/2023 135,000 3.680% 109,848.00 244,848.00 08/01/2023 145,000 3.680% 107,364.00 252,364.00 497,212.00 02/01/2024 145,000 3.680% 104,696.00 249,696.00 08/01/2024 145,000 3.680% 102,028.00 247,028.00 496,724.00 02/01/2025 150,000 3.680% 99,360.00 249,360.00 08/01/2025 150,000 3.680% 96,600.00 246,600.00 495,960.00 02/01/2026 155,000 3.680% 93,840.00 248,840.00 08/01/2026 155,000 3.680% 90,988.00 245,988.00 494,828.00 02/01/2027 165,000 3.680% 88,136.00 253,136.00 08/01/2027 160,000 3.680% 85,100.00 245,100.00 498,236.00 02/01/2028 165,000 3.680% 82,156.00 247,156.00 08/01/2028 170,000 3.680% 79,120.00 249,120.00 496,276.00 02/01/2029 175,000 3.680% 75,992.00 250,992.00 08/01/2029 175,000 3.680% 72,772.00 247,772.00 498,764.00 02/01/2030 180,000 3.680% 69,552.00 249,552.00 08/01/2030 180,000 3.680% 66,240.00 246,240.00 495,792.00 02/01/2031 185,000 3.680% 62,928.00 247,928.00 08/01/2031 190,000 3.680% 59,524.00 249,524.00 497,452.00 02/01/2032 195,000 3.680% 56,028.00 251,028.00 08/01/2032 195,000 3.680% 52,440.00 247,440.00 498,468.00 02/01/2033 205,000 3.680% 48,852.00 253,852.00 08/01/2033 200,000 3.680% 45,080.00 245,080.00 498,932.00 02/01/2034 205,000 3.680% 41,400.00 246,400.00 08/01/2034 210,000 3.680% 37,628.00 247,628.00 494,028.00 02/01/2035 220,000 3.680% 33,764.00 253,764.00 08/01/2035 215,000 3.680% 29,716.00 244,716.00 498,480.00 02/01/2036 225,000 3.680% 25,760.00 250,760.00 08/01/2036 225,000 3.680% 21,620.00 246,620.00 497,380.00 02/01/2037 230,000 3.680% 17,480.00 247,480.00 08/01/2037 235,000 3.680% 13,248.00 248,248.00 495,728.00 02/01/2038 245,000 3.680% 8,924.00 253,924.00 08/01/2038 240,000 3.680% 4,416.00 244,416.00 498,340.00 7,100,000 3,068,251.11 10,168,251.11 10,168,251.11 *Payments may change slightly to reflect the final issuance date of the Bonds. A revised Payment Schedule will be attached to the final executed Bond. Page 21 of 21