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Director (Ill)

County

motion Bonds

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of building

to

2018

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amount

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26. 30. 27. 28.

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said 31.

Print

~t Date:

jurisdiction Authorized Title: Inc.

601

2018

33408

School,

Road

Suite

33401

FL

FL

Series

Project)

Attorney

Officer

Private

Wilson

33803

Blvd.

Avenue,

Inc.

COUNSEL

Beach,

Knight

Bond, FL

COUNSEL

Florida

County

Wiener &

Attorney's Office

Olive

Ellison

Downs

Behar

Palm

355-3375 355-4398

LIST Harden

Palm Beach,

BORROWER

863-499-5362

561-471-3420

School,

Benjamin

N.

County,

Revenue

County

ISSUER'S

301 (561) (561) West [email protected]

David

Assistant

LENDER'S 2115 11000 Holland

Lakeland, Tel. ChiefFinancial Michael

[email protected] THE

The Leslie

Tel: [email protected]

North

Private

Beach

Palm

DISTRIBUTION

Development

Benjamin

COUNSEL

Inc.

(The

Industrial

33410

Sustainability

FL

33406

33301

Government,

Florida

Blvd.

FL

FL

&

Boulevard

Ave.

Economic

Olas

Gardens,

233-3671

775-8440

County,

of

Beach,

233-2155

Las

Raymond

COUNSEL/BORROWER

561-

[email protected]

(561)

Amodio

Ross

[email protected]

E.

ISSUER

204 Beach

LENDER

500 Beach

Palm

Northlake

561-775-8442

(561)

Lauderdale,

954-765-7445

Institutional East

Australian

Floor

100

Stacey THE

Suite email:

Palm West Department

phone: fax: THE STI 515

7th

Fort Tel.

David Suite

[email protected] Mark 4360 BOND Palm

Phone: Fax: Email: $13,113

168,616

$335,000 $284,109

$673,120

$596,911

$616,517 $562,208

$700,000 $733,641 $340,000

$510,000

2021-2022

$1,828,952

$1,153,114 $1,141,592

$2,891,618

$1,180,145

$1,692,534

$3,245,399

$2,884,371

$4,034,115 $5,204,847

$1,378,616

$27,406,445

$30,527,626

$14,922,776

$17,814,393

$29,149,010

158,219

$275,834

$653,514

$579,525

$598,560

$700,000

$490,000

$1,775,681

$1,119,528

$2,005,101 $2,065,254 $1,145,772

$1,643,236

$3,150,873

$3,9i6,617

$1,348,219

$29,648,229

$14,488,132

$17,295,527

PROJECTION

$12,360 $12,731

148,708

YEAR

$581,126 $529,935 $545,833

$700,000

$691,527 $712,272 $470,000 $380,000 $360,000

2019-2020 2020-2021

5

$1,723,963

$1,086,921 $1,076,060 $1,108,342

$1,946,700

$1,595,375

$2,718,796 $2,800,360

$4,906,067 $5,053,249

$1,318,708

$25,833,203 $26,608,200

$28,794,446

$14,066,147

$16,791,774

$27,475,738 $28,300,010

SCHOOL

6/30/18-6/30/22

$12,000

140,057

$335,000 $335,000 $335,000 $260,000 $267,800

$616,000 $634,480

$546,258 $562,646

$564,200 $514,500

$700,000 $671,385 $400,000

$450,000

FYE

$1,055,263 $1,044,719

$2,646,240 $2,725,627 $2,807,396

$1,890,000

$1,080,000 $1,112,400 $2,970,000 $3,059,100

$2,639,608

$3,691,787 $3,802,541 $4,763,172

$1,290,057

$13,656,454

$16,302,693

$26,675,473

BENJAMIN

THE

14,846

$12,000

$335,000

$263,500 $616,000

$258,417

$649,897

$439,500

$700,000 $514,200 $575,385 $685,000

2017-2018 2018-2019

$1,625,000 $1,673,750

$1,056,378 $1,041,470

$2,747,745

$1,887,611 $1,084,144 $2,971,755

$1,356,420 $1,548,908

$2,322,120

$1,280,000

$3,619,399 $4,879,784

$1,994,846

$25,434,320 $25,080,780

$28,532,237 $27,965,530

$13,615,987

$16,363,732

$26,537,391

NET

SOURCES)

OPERATIONS

GROUNDS

REVENUE

BENEFITS

&

MISC

AID

RESTRICTIONS

&

EXPENSE

&

FROM

PAYMENTS

EXPENSES

SERVICES

INCOME

EXPENDITURES

GROUNDS:

LTD

TUITION

&

EXPENSES

AID:

FROM

LEASE

&

INSURANCE

&

INCOME

INCOME EXPENSES:

BUILDINGS FINANCIAL

SALARIES

BENEFITS

EXPENSES

OTHER

INTEREST

MAINTENANCE

(NON

PINCIPAL

CAPITAL

G

OTHER

&

NTRS INVESTMENT DEVELOPMENT RELEASED

INCOME

OTHER BENEFITS:

MEDICAL

FICA

EXPENSES

TUITION

FACULTY/STAFF

OPERATING

FINANCIAL RENTAL

SALARIES BUILDINGS CONTRACTED B TOTAL UTILITIES

TIAA-CREF BOND TOTAL

OTHER

GENERAL LESS LESS

TOTAL INCOME/LOSS

TOTAL

TOTAL

ALL

TOTAL

SURPLUS/(DEFICIT) TOTAL The Benjamin Private School, Inc.

Financial Statements For the Years Ended June 30, 2015 and 2014 The Benjamin Private Schoot Inc.

Financial Statements For The Years Ended June 30, 2015 And 2014

Table of Contents

Independent Auditor's Report 1-2

Financial Statements

Statements of Financial Position 3

Statement of Activities for the Year Ended June 30, 2015 4-5

Statement of Activities for the Year Ended June 30, 2014 6-7

Statements of Cash Flows 8

Notes to Financial Statements 9-22 in

of

of

of

or

fair

We

the

the

(the

also

that

then

as

basis

fraud

a

on

entity's

and

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assurance

audit

audit.·

years

disclosures

to

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954.938.9353

this

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presentation

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position

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provide

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procedures

United

School,

to

on

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America;

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relevant

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to

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33308

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statements.

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circumstances,

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notes

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presentation

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2014

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financial

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statements.

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statements.

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the

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is

not-for-profit

of

of

of

opinion.

and

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of

with

implementation,

that

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our

(a

the accounting

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2015

evaluating

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involves

making

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financial

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30,

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accordance The

presentation

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of

significant We

for its

the

the

in

and

respects,

assets

accepted

net

its

material

in

all generally

in

changes

fairly,

principles

the

and

present

2014,

accounting

above

and

with

2

to

2015

30,

referred

accordance

June

in

of

as

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ended

statements

School

then

School,

the

financial

years

of

Florida

America.

the

2015

the

Private

of

for

11,

position

States

opinion,

McCULLOUGH

flows

Lauderdale,

Benjamin

our

In United

KEEFE

Opinion

Fort cash December

financial

The FINANCIAL STATEMENTS 134,132 105,882

341,303

337,691

766,992

712,990

697,177

766,992

2014

2,997,745 3,495,769

1,002,352

2,198,154

6,152,882

3,821,241

12,085,702

16,308,113

34,696,684

71,983,003

13,067,368 16,615,000 33,580,051

27,661,837

38,402,952 71,983,003

$

$

$

$

statements.

these

of

80,521

49,059

239,350

766,992

307,516 645,617

550,573

766,992

2015

1,204,792

2,454,533

1,418,349

1,904,415

3,587,964

3,763,327

11,711,274

10,415,318

part

44,058,500

71,933,472

13,235,336 15,510,000 32,618,673

31,196,516

39,314,799 71,933,472

$

$

$

$

integral

an

are

3

666,073

statements

$

and

agreement

assets

financial

to

net

swap

733,446

liabilities

Inc.

receivable

and

net

rate

notes

of$

pledges

Position other

deposits

net

School,

pledges

and

and

other

interest

2014

assets

liabilities

endowment

assets

equivalents

costs,

equivalents

equipment,

and

restricted

Financial

Private

and for

restricted

net

liabilities

Total

Total

under

cash

assets:

of

accompanying

payable

cash

revenue

and

expenses

campaign

expenses

fund

2015

and Total

issuance

The

Total

and

designated

30,

Benjamin

Assets:

Investments

Cash

Capital

Un

Designated

Employee

Other

Annual

amortization

Investments Receivables:

Prepaid Restricted

Cash Property

Bond

Deferred

Debt

Unrestricted:

Permanently

Accounts Obligation Accrued

Temporarily

Statements

The

Assets:

June

Liabilities:

Net 72,126

26,343 79,819 56,057

10,852

967,518

304,770

441,152

204,986

547,073

797,117

597,537

406,649

305,263 274,872 821,075

881,002

2014

1,449,377

2,690,829

1,999,700

6,585,882

1,304,397

2,495,099 2,035,671

4,413,818

23,370,424

20,360,511

28,423,735

$

Totals

statements.

8,675

13,650

59,473

53,017 17,669

93,591

727,628

153,846 137,752

165,099

362,625

439,107

164,776

578,978 656,402

742,263

241,835 455,010 906,690

903,654 819,724

2015

1,069,008

1,363,305

7,187,631

1,417,499

1,578,527 1,526,912 1,939,821

2,654,960

4,888,578

25,309,300

21,573,667

25,927,408

these

$

of

part

2014)

Restricted

30,

Permanently

integral

$

an

June

are

ended

1,363,305

4

(3,928,223}

(2,564,918}

Restricted

Temporarily

year

$

statements

the

8,675

for

13,650

59,473

17,669

53,017

93,591

727,628

153,846

165,099

362,625

439,107

578,978 656,402 164,776

241,835 742,263 455,010 906,690

903,654 819,724

1,069,008

3,928,223 1,417,499

7,187,631 1,578,527 1,939,821

2,654,960

4,888,578

28,492,326

25,309,300

21,573,667

financial

Unrestricted

totals

to

$

Inc.

2015

notes

30,

revenues

School,

fees

comparative

of

June

and

scholarships

repair

scholarships

net

expenses

Private

depreciation

Activities

and

and

and

Ended

uncollectible

facility:

accompanying

fees,

application

support

expenses

fees:

income

for

benefits

of

Revenues:

benefits

benefits

released

of

aid

for

program

program

expense activities

loans

activities

and administration:

fund

and

events

and

events

campaign

The

Year

Total

and

Total

income

restrictions

amortization

memorandum

assets

Benjamin

the

and

financial

Employee

Provisions

Library

Salaries

Supplies Summer

receivables

Textbook·supplies

Annual

Tuition Maintenance Employee from Utilities Interest

Employee Rent

Provision

Administration Salaries

Salaries

Special Student

Contributions:

Capital

Investment Other

Instruction: Net

Special

Student

Student Summer

Tuition Activity

Operation General

(with For

Statement

The

Support

Expenses: 307,851

307,851

2014

5,053,311

5,361,162

38,402,952

$

Totals

statements.

618,108

293,739

293,739

911,847

2015

38,402,952 33,041,790

39,314,799

these

$

of

part

2014)

766,992

766,992

Restricted

30,

Permanently

integral

$

an

June

are

ended

6,152,882

3,587,964

(2,564,918)

5

(2,564,918)

Restricted

Temporarily

year

$

statements

the

for

293,739

293,739

3,183,026

3,476,765

31,483,078

34,959,843

financial

Unrestricted

totals

to

$

Inc.

2015

notes

30,

assets

and

School,

net

comparative

year

June

in

expenses

of

changes

year

over

support

Private

agreement

Activities

of

of

Change

Ended

accompanying

other

of

beginning

end

swap

in

The

Vear

revenues Excess

Total

of

memorandum

Changes:

Benjamin

the

Assets,

Assets,

value

Change

For

(continued)

(with

Statement

The Other

Net

Net 9,769

32,977

91,148

45,417

33,534

73,800

114,446

456,508

293,584

196,961

477,669

587,225

791,283

611,759 383,673 858,639

731,196

348,966

2013

1,173,615

1,104,896

1,424,309

3,891,333

6,426,036

1,304,339

1,772,863

1,503,469

4,178,989 2,435,951

19,685,439

22,771,538

28,268,255

$

Totals

statements.

72,126

26,343

56,057

10,852

79,819

967,518

137,752

441,152

304,770

547,073

204,986

797,117

597,537

406,649 305,263

821,075 881,002

274,872

2014

1,449,377

2,690,829

1,999,700

6,585,882

1,304,397

1,526,912

2,035,671

2,495,099

4,413,818

23,370,424

20,360,511

28,423,735

these

$

of

part

2013)

Restricted

30,

Permanently

integral

$

an

June

are

511,192

ended

2,690,829

6

{2,179,637}

Restricted

Temporarily

year

$

statements

the

for

72,126

26,343

56,057

10,852

79,819

967,518 137,752

304,770

441,152

547,073

204,986

797,117

597,537

406,649

821,075

881,002

305,263 274,872

1,449,377

1,999,700

2,179,637 6,585,882

1,304,397

1,526,912

2,035,671

4,413,818 2,495,099

23,370,424

20,360,511

27,912,543

financial

Unrestricted

totals

to

$

Inc.

2014

notes

30,

revenues

School,

fees

comparative

June of

and

scholarships

repair

scholarships

net

expenses

Private

depreciation

and

Activities

and

and

Ended

uncollectable

facility:

accompanying

fees,

application

support

expenses

fees:

income

for

benefits

of

Revenues:

released

benefits

supplies benefits

of

aid

program

for

loans

program

activities

expense

activities

and

administration:

fund

campaign

and

events

and

events

The

Year

Total

and

income

Total

restrictions

amortization

memorandum

assets

Benjamin

the

financial

Employee

Library

and Salaries

Supplies Provisions

Summer

receivables

Textbook

Capital

Student

Annual

Tuition Maintenance

from Interest

Employee

Employee Utilities

Rent

Provision

Salaries

Salaries

Special Administration

Student

Contributions:

Net Investment Other Special

Activity

Instruction: Student Summer

Tuition

Operation

General

(with For

Statement

The Support

Expenses: 992,018

992,018

2013

5,496,717

6,488,735

26,553,055

33,041,790

$

Totals

statements.

307,851

307,851

2014

5,053,311

5,361,162

33,041,790

38,402,952

these

$

of

part

2013)

766,992

766,992

Restricted

30,

Permanently

integral

$

an

June

are

511,192

511,192

ended

6,152,882

5,641,690

7

Restricted

Temporarily

year

$

statements

the

for

307,851

307,851

4,542,119

4,849,970

26,633,108

31,483,078

financial

Unrestricted

totals

to

$

Inc.

2014

notes

30,

assets

and

School,

net

comparative

year

expenses

June

in

of

changes

over

year

support

Private

agreement

Activities

of

of

Change

Ended

accompanying

other

of

beginning

end

swap

in

revenues

The

Year

Excess

Total

of

memorandum

Changes:

Benjamin

the

Assets,

Assets,

value

Change

(with For

(continued)

Statement

Other The

Net

Net 67,924

71,749

(16,596)

(77,828) (18,451)

306,376

2014

(307,851)

(102,786)

(304,441)

1,526,912

5,361,162

3,857,255

1,947,385

4,749,640

(1,550,130)

(1,027,036)

(3,221,807) (8,263,585)

(1,055,000)

(1,055,000)

13,361,028

15,054,242

19,803,882

$

$

statements.

these

of

56,823

30,175

96,294

(42,683)

911,847

301,168

101,953 543,212

415,997 167,968

(293,739)

2015

(146,604)

1,578,527

3,624,644

5,826,201

(5,752,941) (1,105,000)

(1,105,000) part

(8,183,772)

19,803,882

11,620,110

(10,872,970)

(10,703,416)

$

$

integral

an

are

rate

equivalents

8

cash

investments

activities

interest

on

statements

and

assets

year

under

2014

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activities

of

investing

net

(gains)

in

activities:

financial

and

in

in)

year

amortization

activities

to

liabilities

of

losses

payable

Inc.

2015

receivable

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and receivable

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(used

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beginning

end equipment

change

in Activities:

notes

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operating

other

30,

by

by

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note

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and

in

in

School,

and

in

and

of

pledges

on

on

June

Flows

unrealized

reconcile

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increase

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provided

provided

pledges used

depreciation assets

(decrease)

and

to

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provided

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receivables

property

investments

decrease

payable

revenue

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for

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net

of

expenses

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(

expenses

from

cash

from cash

cash

from from

of of

fund

campaign

payments

payments

in

receivables

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cash

agreement

Years

The

Net

realized

Net

increase Net

Flows

net

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and

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Benjamin

the

Employee

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The June The Benjamin Private School, Inc. Notes to Financial Statements June 30, 2015 and 2014

Note 2 - Summary of Significant Accounting Policies (continued)

Cash and cash equivalents: All short-term investments that are highly liquid are considered to be cash equivalents. Cash equivalents are readily convertible to a known amount of cash, and at the day of purchase, have a maturity date no longer than three months.

Investments: Investments are comprised of equity securities, mutual funds, corporate bonds, United States government obligations or agencies, hedge funds, REIT1s, derivatives, and commodities. Investments are measured at fair value in the statements of financial position based on publicly quoted prices or other means.

Restricted cash, cash equivalents and investments: Amounts reported as restricted cash, cash equivalents, and investments are restricted in use for scholarships, student loans, and facility improvements.

Concentration of credit risk: The School maintains cash and investment accounts with various financial and brokerage institutions. At June 30, 2015, bank deposits totaled $ 11,620,110, of which$ 557,072 was covered by Federal Depository Insurance and$ 11,063,038 was uninsured and uncollateralized.

The School holds investments, including money market funds, in several accounts with various financial and brokerage institutions. Investments in money market funds are reported as cash equivalents in the statements of financial position.

Management believes the School is not exposed to significant. credit risk on cash and cash equivalents. The School has not experienced any losses on its cash equivalents. The School1 s investments do not represent significant concentrations of market risk inasmuch as the School1 s investment portfolio is adequately diversified among many issuers.

Bond issuance costs: Costs associated with the issuance of bonds have been capitalized and are being amortized on a straight-line basis over the term of the bonds. The provision for amortization for the years ended June 30, 2015 and 2014 was approximately$ 67,400.

Provision for depreciation: Property and equipment are carried at cost if purchased, or if donated, at fair value on the date of donation, less accumulated depreciation. The School provides for depreciation using both the straight-line and accelerated methods over the following estimated useful lives:

Buildings and building improvements 10-40 years Furniture, fixtures and equipment 5-10 years Land improvements 10-40 years

Donated property and equipment are reported as unrestricted support unless the donor has restricted the donated asset to a specific purpose. Assets donated with explicit restrictions regarding their use and contributions of cash that must be used to acquire property and equipment are reported as restricted support. Without donor stipulations regarding how long those donated assets must be maintained, the School reports expirations of donor restrictions when the donated assets are placed in service, reclassifying temporarily restricted net assets to unrestricted net assets at that time.

Additions and major renewals to property and equipment are capitalized. Maintenance and repairs are charged to expense when incurred.

10 The Benjamin Private School, Inc. Notes to Financial Statements June 30, 2015 and 2014

Note 2 - Summary of Significant Accounting Policies (continued)

Deferred revenue: Tuition and nonrefundable registration fees are recognized as revenue in the applicable school year. Deferred revenue represents tuition and nonrefundable registration fees received prior to the commencement of the school year.

Donated goods and services: The School pays for most services requiring specific expertise. However, a number of volunteers have donated significant amounts of their time in various School related activities. Because of the. difficulty in determining the number of hours for such services, those items are not disclosed in the accompanying financial statements. However, when the value of donated services requires specific expertise, they are reflected in the financial statements as revenue and expenses. Donated goods and services are recorded at their fair value. The School did not receive or record any donated goods or services for the years ended June 30, 2015 and 2014.

Joint costs of fundraising appeals: The School utilizes various pamphlets, brochures and informational methods to inform the general public of their activities and to solicit funds. These costs are charged to special events.

Totals for prior year: The financial statements include certain summarized totals for the year ended June 30, 2014 without detail by net asset class. Such information does not include sufficient detail to constitute a presentation in conformity with generally accepted accounting principles. Accordingly, such information should only be read in conjunction with the School's financial statements for the year ended June 30, 2014, from which the summarized information was derived.

Interest rate swap agreement: The School has entered into an interest rate swap agreement to hedge the variability of cash flows caused by changes in interest rates on bonds. The fixed rate of interest that is used in the interest rate swap agreement is 3.93%. The differential interest required to be paid or that will be received under this agreement is accrued consistent with the terms of the agreement and is recognized as interest expense when accrued. Terms of the swap agreement require the differential interest to be paid or received monthly. Generally accepted accounting principles require derivative instruments, such as interest rate swap agreements, to be recognized at fair value as either assets or liabilities in the statements of financial position. Accordingly, the obligation of $ 1,904,415 and $ 2,198,154 are reported as liabilities in the statements of financial position as of June 30, 2015 and 2014, respectively. In addition, the increase or decrease in value is reported in the statements of activities as a component of other changes in net assets. The obligation has been measured based on mark-to-market estimates calculated by the counterparty to the swap agreement. Such calculations were based on valuation models and other available market data. The estimated obligation is subject to change based on changes in market conditions or in assumptions underlying the valuation models. Any such adjustment could be material.

Reclassifications: Certain reclassifications have been made to the 2014 financial statement for presentation purposes. Total net assets and change in net assets are unchanged due to these reclassifications.

Date of management review: Subsequent events were evaluated by management through December 11, 2015, which is the date the financial statements were available for issuance.

11 The Benjamin Private School, Inc. Notes to Financial Statements June 30, 2015 and 2014

Note 3 - Investments and Fair Value Measurements

Investments at June 30, 2015 and 2014 consisted of the following at their fair value:

TyQe 2015 2014

Equity securities $ 5,174,997 $ 4,153,114 Mutual funds and ETF's 3!597!766 5!781!311 Total equities and mutual funds 8!772!763 9,934,425 U.S. Corporate fixed income 1,734,444 954,763 U.S. Government fixed income 303,383 301,848 Total fixed income 2!037,827 1,256,611 Hedge funds 1,069,626 1,061,766 REITs 418,002 373,743 Commodities 180,048 226,149 Total other 1,667,676 1,661!658 Total investments $ 12!478!266 $ 12!852!694

Investment income includes the following as of June 30:

2015 2014

Interest and dividend income $ 466,267 $ 449,570 Gains (losses): Unrealized {316,574) 1,545,480 Realized 15!406 4!650

Total investment income $ 165,099 $ 1,999J00

Investments in common stocks (equities) are carried at market value, as quoted on major stock exchanges. Investment in equity securities, commodities and real estate investment trusts are valued at quoted prices as determined by the issuers. Mutual funds and fixed income are carried at fair value, which is equal to quoted prices the last day of the fiscal year. Alternative investments consist of hedge funds. The estimated fair value of the alternative investments, at net asset value, is based on valuations provided by the external investment managers. The School believes the method for providing estimated fair values on these financial values and their estimated value is subject to uncertainty. Therefore, there may be a material difference between their estimated values and the values that would have been used had a readily determinable fair market value for such investments existed.

The School invests in hedging activities in order to mitigate the risk inherent with market fluctuations. Hedge fund managers may invest in derivative instruments.

12 The Benjamin Private School, Inc. Notes to Financial Statements June 30, 2015 and 2014

Note 3 - Investments and Fair Value Measurements (continued)

In accordance with the Financial Accounting Standards Board in its Accounting Standards Codification (ASC) No. 820, Fair Value Measurements and Disclosures, the School provides for fair value measurements of investments that are recognized and disclosed at fair value in the combined financial statements on a recurring basis and establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements).

The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The three levels of the fair value hierarchy are as follows:

• Level 1 inputs that are observable and reflect quoted market prices (unadjusted) in active markets for identical investments that the entity has the ability to access at the measurement date.

• Level 2 inputs other than quoted prices included within Level 1 that are observable for the investments, either directly or indirectly (e.g. quoted prices in active markets for similar securities, securities valuations based on commonly quoted benchmarks, interest rates and yield curves, and/or securities indices).

• Level 3 inputs are unobservable inputs for the investments (e.g. information about assumptions, including risk, market participants would use in pricing a security).

The following tables represents the investments as held by the School at June 30, 2015 and 2014. The assets are classified by ASC No. 820 fair value hierarchy as follows:

Asset Class Leveil Level2 Level 3 2015

Equity securities $ $ $ 5,174,997 Corporate bonds 1,734,444 Alternative investments 1,069,626 United States government obligations or agencies Real Estate Investment Trusts (REITs) Mutual funds, marketable and non marketable 3,597,766 3,597,766 Commodities 180,048 180,048

Total Fair Value $ 9,370,813 $ 2,037,827 $ 1,069,626 $ 12,478,266

13 The Benjamin Private School, Inc. Notes to Financial Statements June 30, 2015 and 2014

Note 3 - Investments and Fair Value Measurements (continued)

Asset Class Level 1 Level2 Level3 2014

Equity securities $ 4,153,114 $ $ $ 4,153,114 Corporate bonds 954,763 954,763 Alternative investments 1,061,766 1,061,766 United States government obligations or agencies 301,848 301,848 Real Estate Investment Trusts (REITs) 373,743 373,743 Mutual funds, marketable and non marketable 5,781,311 5,781,311 Commodities 226,149 226,149 Total Fair Value $ 10,534,317 $ 1,256,611 $ 1,061,766 $ 12,852,694

For the valuation of equity securities, REITs, mutual funds and commodities at June 30, 2015 and 2014, the School used quoted prices in principal active markets for identical assets as of the valuation date (Level 1).

For the valuation of corporate bonds, United States government obligations or agencies at June 30, 2015 and 2014, the School used significant other observable inputs, particularly dealer market prices for comparable investments as of the valuation date (Level 2).

For the valuation of marketable and nonmarketable alternative funds at June 30, 2015 and 2014, the School used significant unobservable inputs including information from fund managers or general partners based on quoted market prices, if available, or other valuation methods (Level 3).

The following tables include a roll forward of the amounts for the year ended June 30, 2015 and 2014 for investments classified within Level 3. The classification of an investment within Level 3 is based upon the significance of the unobservable inputs to the overall fair value measurement.

Reconciliation of Level 3 Investments at June 30:

2015 2014

Beginning balance $ 1,061,766 $ 6,981,105 Net purchases, sales, issuances and settlements (6,059,161) Net realized and unrealized gains (losses) on investments 7,860 139,822 Ending balance $ 1,069,626 $ 1,061,766

Inputs broadly refer to the assumptions that market participants use to make valuation decisions, including assumptions about risk. An investment's classification within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

14 The Benjamin Private School, Inc. Notes to Financial Statements June 30, 2015 and 2014

Note 3 - Investments and Fair Value Measurements (continued)

The determination of what constitutes "observable" requires significant judgment by the investment managers. Investments may include limited partnerships, common and preferred equity securities, corporate debt and other privately issued securities. If observable prices are not available for investments the investment managers would generally employ valuation techniques as prescribed by ASC 820, such as the market approach or the income approach, for which sufficient and reliable data is available. Within Level 3, the use of the market approach generally consists of using comparable market transactions or values provided by the respective manager, while the use of the income approach generally consists of the net present value of estimated future cash flows, adjusted as appropriate for liquidity, credit, market and/or other risk factors. Additionally, there were no unfunded commitments for any of the investments below.

The following table provides additional disclosures of alternative investments held by the School as of June 30, 2015 and 2014:

Strategy 2015 2014

Multi-strategy credit (a.) $ 448,863 $ 439,228 Managed futures strategy (b.) 208,303 254,188 Long-Short strategy (c.) 15,412 15,412 Global Event strategy (d.) 1,540 671 Diversified strategy (e.) 395,508 352,267

Total $ 1,069,626 $ 1,061,766

a. Multi strategy credit: This class is a credit and event driven fund of funds which utilizes a rigorous bottom-up quantitative and qualitative manager selection process to identify what the fund believes to be the most talented managers employing these strategies. It seeks to generate consistent long-term growth with minimal volatility and low correlation to traditional asset classes.

b. Managed Futures: This class invests in commodity, financial and currency futures. The Fund's investment strategy is a top-down discretionary global macro approach to trading futures, physicals, options and forward contracts in the global fixed income, currency, stock index, energy and commodities markets. The Fund's strategy may also include other investment instruments, including transactions in securities, foreign exchange, fixed income instruments and swaps that related to such markets as well as other independent investment managers and/or funds. Investments in this class can be redeemed upon 75 days' notice.

c. Long-Short Strategy: This class includes investments in hedge funds that invest primarily in publicly traded U.S. equities as well as non-U.S. securities. Such securities may include common and preferred stocks, stock warrants and rights, bonds, debentures, convertible securities, and other debt obligations. In addition, they may invest in options to purchase and/or sell securities, options on indices and private options and swap contracts tailored to them. Investments in this class are subject to a six-month Lock-Up Period during which withdrawals are subject to a withdrawal charge of 2.5%. Ninety percent of the estimated redemption is paid within fifteen days and the balance upon the completion of the annual audit for the year relating to the redemption.

15 The Benjamin Private School, Inc. Notes to Financial Statements June 30, 2015 and 2014

Note 3 - Investments (continued)

d. Global Event strategy: This class is a global opportunistic, event-driven value strategy. The Investment Manager employs a bottom-up analysis, seeking investment opportunities anywhere in the capital structure of a company and invests long and short in distressed debt and value equities as well as a variety of financial instruments including listed and unlisted common stocks, preferred stocks, convertible securities, public and private debt issues, rights, warrants, put and call options, swaps, forward contracts, when-issued securities and other derivatives, including futures contracts. This strategy involves both U.S. and non-U.S. issuers. Investments in this class are subject to a 90 days' notice at the end of the fourth full fiscal quarter following capital investment and at the end of every 12 month period thereafter. Ninety percent of the estimated redemption is paid within forty-five days and the balance after the completion of the annual audit for the year relating to the redemption.

e. Diversified strategy: The investment objective for this class is produce positive long-term returns through diversification of trade styles including long-term trend following, short­ term systematic, value, discretionary macro and specialist FX strategies. Market exposure in this fund is broadly diversified with positions in global currency, financial and commodity markets.

The School's investments are categorized as follows:

2015 2014

Unrestricted $ 11,711,274 $ 12,085 I 702 Permanently restricted 766,992 766,992

$ 12,478,266 $ 12,852,694

Note 4 - Receivables

Annual and capital pledge receivables: Pledges receivable are temporarily or permanently restricted net assets if they are to be received over a period of years and consist of the following annual and capital campaign pledges at June 30, 2015 and 2014: 2015 2014 Total pledges receivable $ 3,144,649 $ 4,039,403 Less discounts to net present value {80,084) {170,355) Less allowance for uncollectible pledges {370,682} {530,000} Net pledges receivable 2,693,883 3,339,048 Less receivables due in less than than one year {955,868) {1,358,581) Less receivables due in one to five years {1,738,015} {1,980,467} Receivables due in more than five years $ $

16

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53,500 53,500

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300,000 300,000

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and and

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2015 2015

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financial financial

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452,364 452,364

2015 2015

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5!191!209 5!191!209

7,264,729 7,264,729

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19!941!087 19!941!087

36,124,508 36,124,508

43,609,657 43,609,657

56,065,595 56,065,595

44,058,500 44,058,500

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2015 2015

in in

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37,000 37,000

the the

employee employee

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term term

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period period

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period. period.

for for

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recognized recognized

depreciation depreciation

long long

reflected reflected

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consists consists

2015 2015

conditional conditional

the the

an an

progress progress

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year year

on on

discount discount

are are

building building

no no

in in

30, 30,

from from

five five

loaned loaned

are are

Equipment Equipment

a a

with with

24,000 24,000

School, School,

fixtures fixtures

(continued) (continued)

free free

and and

had had

seven seven

June June

2014 2014

Statements Statements

differ differ

and and

a a

depreciation depreciation

over over

risk risk

equipment equipment

at at

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improvements improvements

respectively. respectively.

generally generally

accumulated accumulated

publishes publishes

discounts discounts

Previously, Previously,

promises promises

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and and

for for

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may may

by by

and and

over over

receivable receivable

the the

improvements improvements

Less Less

Land Land

Land Land

Furniture, Furniture,

Buildings Buildings

Construction Construction

connection connection

96,400 96,400

cases, cases,

Financial Financial

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Receivables Receivables Property Property

2015 2015

monthly monthly

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School School

$ $

to to

2012, 2012,

approximately$ approximately$

1,459,539, 1,459,539,

4-

30, 30,

Benjamin Benjamin

required required

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monthly monthly In In

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amounts amounts is is

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paid paid

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some some

$ $

The The

Note Note

Notes Notes

5 - 5 Note

The The June June The Benjamin Private School, Inc. Notes to Financial Statements June 30, 2015 and 2014

Note 6- Debt

Variable Rate Demand Revenue Bonds: Palm Beach County previously issued $ 24,500,000 of Variable Rate Demand Revenue Bonds (The Benjamin Private School, Inc. Project, Series 2003) and loaned the proceeds to the School. Proceeds of the Bonds were used to refund in full the $ 9,000,000 Series 1998 Bonds, to finance the costs of new education facilities and to pay costs related to the Bond issuance. Principal payments on the Bonds are due semi-annually on July 1 and January 1 and mature in July 2025. Interest is payable monthly at rates which are adjusted weekly based on the rate determined by the remarketing agent. The interest rate in effect was approximately .05% and .07% as of June 30, 2015 and 2014, respectively, but is fixed at 3.93% per terms of an interest rate swap agreement discussed in the next paragraph. The balance outstanding on the Bonds at June 30, 2015 and 2014 is $ 15,510,000 and $ 16,615,000, respectively.

Interest rate swap agreement: The School entered into an Interest Rate Swap Agreement to reduce the impact of changes in interest rates on the variable rate Bonds. The notional principal amount of the agreement is $ 15,510,000. The agreement effectively fixes the School's interest rate exposure on the Bonds at 3.93%. The interest rate swap agreement terminates in March 2022. Interest under the swap agreement is due monthly. The School is exposed to credit loss in the event of nonperformance by the other party to the agreement. The School does not anticipate nonperformance by such counterparty.

Letter of credit agreement: The Bonds are secured by an irrevocable letter of credit agreement originally issued in the amount of$ 18,889,891 which expires on June 15, 2020.

The letter of credit imposes certain financial covenants and requirements on the School, as described below:

Covenant Requirement Calculated In Compliance

Unrestricted cash and investments net of restricted Minimum of advanced tuition $ 10,000,000 $ 10,793,242 YES

Debt Service coverage ratio 1:1 2.77:1 YES

New debt addition Bank Approved None YES

18

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2015. 2015.

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2015 2015

providing providing

30, 30,

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2014 2014

reported reported

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of of

the the

30, 30,

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projects projects

may may

the the

are are

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of of

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the the

June June

facing facing

for for

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2015 2015

purposes purposes

capital capital

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a a

Board-designated Board-designated

or or

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ended ended

of of

used used

at at

for for

30, 30,

the the

year year

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these these

be be

of of

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respectively. respectively.

for for

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years years

1,160,000 1,160,000

9,095,000 9,095,000

1,410,000 1,410,000

1,280,000 1,280,000

1,220,000 1,220,000

emergency emergency

1,345,000 1,345,000

Amount Amount

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June June

15,510,000 15,510,000

projects projects

student student

funded funded

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requirements requirements

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at at

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543,700, 543,700,

special special

assets assets

meet meet

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the the

of of

2014 2014

fund fund

which which

and$ and$

net net

received received

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property property

net net

extent, extent,

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and and

scholarships scholarships

from from

year year

19 19

has has

real real

pension pension

of of

principal principal

compensation. compensation.

574,300 574,300

assets. assets.

one one

Trustees Trustees

students, students,

2015 2015

receivable receivable

restricted restricted

limited limited

restricted restricted

of of

income income

net net

School School

a a

30, 30,

over over

students. students.

purpose purpose

construct construct

annual annual

to to

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worthy worthy

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or or

June June

to to

pledges pledges

or or

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with with

contribution contribution

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to to

approximate approximate

for for

of of

respectively. respectively.

permanently permanently

temporarily temporarily

time. time.

is is

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unrestricted unrestricted

approximately$ approximately$

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3,587,964 3,587,964

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Donor-designated Donor-designated

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4,530,319 3,821,241

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Note

Notes

The

June The Benjamin Private School, Inc. Notes to Financial Statements June 30, 2015 and 2014

Note 9 - Endowments ( continued)

Changes in endowment net assets for the fiscal year ended June 30, 2015 and 2014 are as follows:

Permanently 2015 Unrestricted Restricted Total Endowment net assets, at beginning of year $ 3,821,241 $ 766,992 $ 4,588,233 Investment income (loss) 37,449 37,449 Appropriation of endowment assets for expenditure (95,363) (95,363)

Endowment net assets, at end of year $ 3,763,327 $ 766,992 $ 4,530,319

Permanently 2014 Unrestricted Restricted Total Endowment net assets, at beginning of year $ 3,278,099 $ 766,992 $ 4,045,091 Investment income (loss) 612,120 612,120 Appropriation of endowment assets for expenditure (68,978) (68,978)

Endowment net assets, at end of year $ 3,821,241 $ 766,992 $ 4,588,233

Return Objectives and Risk Parameters: The School has adopted investment and spending policies for endowment assets that attempt to provide a predictable stream of funding to programs supported by its endowment while seeking to maintain purchasing power of the endowment assets. Endowment assets include those assets of donor-restricted funds that the School must hold in perpetuity or for a donor-specified period(s) as well as board-designated funds. Under this policy, as approved by the Board of Trustees, the endowment assets are invested in a manner that is intended to produce expected returns of the consumer price index plus 500 basis points while assuming a moderate level of investment risk. Actual returns in any given year may vary from this amount.

Strategies Employed for Achieving Objectives: To satisfy its long-term rate-of-return objectives, the School relies on a total return strategy in which investment returns are achieved through both capital appreciation (realized and unrealized} and current yield (interest and dividends). The School targets a diversified asset allocation that includes equity investments, fixed income investments, alternative investments and cash using prudent risk constraints.

Spending Policy and How the Investment Objectives Relate to Spending Policy:

The School has a policy of appropriatin~ for distribution each year 5 percent of the trailing three years average market value on June 30 h of the preceding fiscal year in which the distribution is planned. In establishing this policy, the School considered the long-term expected return on its endowment. Accordingly, over the long term, the School expects the current spending policy to allow its endowment to grow at an annual rate equal or greater than the consumer price index. This is consistent with the School's objective to maintain the purchasing power of the endowment assets held in perpetuity or for a specified term as well as to provide additional real growth through new gifts and investment return. No distributions have been initiated in either 2015 or 2014. 21 The Benjamin Private School, Inc. Notes to Financial Statements June 30, 2015 and 2014

Note 10 - Related Party Transactions

Included in pledges receivable are amounts due from members of the Board of Trustees at June 30, 2015 and 2014, of$ 2A25,120 and$ 3,244,000, respectively.

In addition, the School's insurance broker serves as a member of the board.

Note 11- Supplemental Cash Flow Information

Supplemental Disclosure of Cash Flow Information:

2015 2014 Cash paid during the year for - Interest expense $ 742,636 $ 798A36

22 The Benjamin Private School, Inc.

Financial Statements For the Years Ended June 30, 2017 and 2016 The Benjamin Private School, Inc.

Financial Statements For The Years Ended June 30, 2017 and 2016

Table of Contents

Independent Auditor's Report 1-2

Financial Statements

Statements of Financial Position 3

Statement of Activities for the Year Ended June 30, 2017 4-5

Statement of Activities for the Year Ended June 30, 2016 6-7

Statements of Cash Flows 8

Notes to Financial Statements 9-19 CCullog CPA's+ Trusted Advisors

INDEPENDENT AUDITOR'S REPORT

To the Board of Trustees The Benjamin Private School, Inc. North Palm Beach, Florida

Report on the Financial Statements

We have audited the accompanying financial statements of The Benjamin Private School, Inc. (the "School"), (a nonprofit organization), which comprise the statements of financial position as of June 30, 2017 and 2016 and the related statements of activities and cash flows for the years then ended, and the related notes to the financial statements.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

KMCcpa.com I 6550 N Federal Hwy, 4th Floor Fort Lauderdale, FL 33308 Phone: 954.771.0896 Fax: 954.938.9353 1

its its

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and and

present present

2016, 2016,

accounting accounting

above above

and and

2 2

with with

to to

2017 2017

30, 30,

referred referred

accordance accordance

June June

in in

of of

as as

ended ended

Inc. Inc.

statements statements

School School

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School, School,

the the

financial financial

years years

of of

Florida Florida

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the the

the the

Private Private

of of

2017 2017

for for

7, 7,

position position

States States

opinion, opinion,

McCULLOUGH McCULLOUGH

flows flows

Lauderdale, Lauderdale,

Benjamin Benjamin

our our

December December

United United

Fort Fort

KEEFE KEEFE

cash cash

In In

financial financial

Opinion Opinion The The FINANCIAL STATEMENTS

23,346 23,346

47,847 47,847

628,639 628,639

660,466 660,466

628,639 628,639

170,539 170,539

401,172 401,172

2016 2016

3,311,196 3,311,196

3,773,536 3,773,536

1,546,208 1,546,208

1,914,881 1,914,881

2,174,043 2,174,043

1,137,153 1,137,153

32,516,865 32,516,865 72,267,170 72,267,170

14,143,623 14,143,623

13,771,756 13,771,756

12,003,371 12,003,371

32,036,934 32,036,934

40,230,236 40,230,236

72,267,170 72,267,170 12,269,219 12,269,219

43,411,841 43,411,841

$ $

$ $

$ $

$ $

statements. statements.

972 972

these these

of of

23,433 23,433

44,148 44,148

629,639 629,639

629,639 629,639

547,851 547,851

304,467 304,467

2017 2017

5,574,851 5,574,851

3,313,877 3,313,877

1,696,225 1,696,225

2,448,927 2,448,927

1,168,669 1,168,669

3,124,518 3,124,518

35,672,975 35,672,975 77,309,654 77,309,654

12,619,129 12,619,129

16,086,438 16,086,438

77,309,654 77,309,654

32,118,312 32,118,312

45,191,342 45,191,342

part part 13,947,548 13,947,548

13,743,102 13,743,102

43,042,900 43,042,900

$ $

$ $

$ $

$ $

integral integral

an an

are are

3 3

statements statements

agreement agreement

assets assets

financial financial

net net

swap swap

to to

liabilities liabilities

Inc. Inc.

and and

rate rate

net net

notes notes

other other

Position Position

deposits deposits

assets assets

School, School,

and and

and and

interest interest

liabilities liabilities

net net

liabilities liabilities

assets assets 2016 2016

equivalents equivalents

equivalents equivalents

equipment, equipment,

restricted restricted

Financial Financial

restricted restricted

Private Private

and and

Total Total

Total Total

Total Total

Total Total

under under

cash cash

assets: assets:

of of

payable payable

revenue revenue

cash cash

and and

accompanying accompanying

expenses expenses

receivables receivables

expenses expenses

receivables receivables

designated designated

2017 2017

and and

and and

The The

designated designated

30, 30,

Assets: Assets:

Benjamin Benjamin

Un Un

Board Board

Investments Investments

Pledge Pledge

Cash Cash

Employee Employee

Other Other

Pledge Pledge

Permanently Permanently

Unrestricted: Unrestricted:

Deferred Deferred

Debt Debt

Property Property

Restricted Restricted

Prepaid Prepaid

Investments Investments

Receivables: Receivables: Obligation Obligation

Temporarily Temporarily

Cash Cash

Accrued Accrued

Accounts Accounts

Net Net

Liabilities: Liabilities:

Assets: Assets:

Statements Statements

The The June June

6,886 6,886

12,375 12,375

91,863 91,863

62,425 62,425

57,359 57,359

626,772 626,772

243,158 243,158

633,094 633,094 959,997 959,997

272,884 272,884

158,955 158,955 379,157 379,157

738,359 738,359

839,889 839,889 775,708 775,708

499,769 499,769

2016 2016

(115,322) (115,322)

1,987,538 1,987,538

5,113,291 5,113,291

1,894,414 1,894,414

1,331,024 1,331,024

7,755,649 7,755,649

1,506,936 1,506,936

1,890,520 1,890,520

25,757,091 25,757,091

22,751,389 22,751,389

26,682,994 26,682,994

$ $

Totals Totals

statements. statements.

14,537 14,537

91,845 91,845

63,471 63,471

66,792 66,792

282,747 282,747

679,666 679,666

199,330 199,330

640,228 640,228 703,309

967,815 967,815

246,909 246,909

228,737 228,737

764,291 764,291 782,756

732,193 732,193

490,178 490,178 479,931

122,111 122,111

521,164 521,164

723,499 723,499

700,304 700,304

2017 2017

1,836,995 1,836,995

1,625,414 1,625,414

5,061,608 5,061,608

2,629,550 2,629,550

2,089,430 2,089,430

1,232,721 1,232,721

1,542,176 1,542,176

8,087,534 8,087,534 1,939,426 1,939,426

26,518,944 26,518,944

23,232,699 23,232,699

these these

30,294,426 30,294,426

of of

$ $

part part

1,000 1,000

2016) 2016)

Restricted Restricted

30, 30,

Permanently Permanently

integral integral

$ $

an an

June June

are are

(364,895} (364,895}

ended ended

4 4

2,263,655 2,263,655

2,628,550 2,628,550 1,000

Restricted Restricted

Temporarily Temporarily

$ $

year year

statements statements

the the

for for

91,845 91,845

14,537 14,537

63,471 63,471

66,792 66,792

679,666 679,666

282,747 282,747

640,228 640,228 199,330 199,330 967,815 967,815

246,909 246,909

228,737 228,737

521,164 521,164

764,291 764,291

732,193 732,193

364,895 364,895

700,304 700,304

122,111 122,111

723,499 723,499

490,178 490,178

1,836,995 1,836,995

2,089,430 2,089,430

1,625,414 1,625,414 5,061,608 5,061,608

1,232,721 1,232,721

1,542,176 1,542,176

8,087,534 8,087,534 1,939,426 1,939,426

26,518,944 26,518,944

financial financial

23,232,699 23,232,699

28,029,771 28,029,771

.Unrestricted .Unrestricted

to to

totals totals

$ $

Inc. Inc.

notes notes

2017 2017 30,

revenues revenues

School, School,

issue issue

fees fees

67,373 67,373

comparative comparative

2,747,037 2,747,037

supplies supplies

respectively respectively

of of

June June

and and

respectively respectively

(loss) (loss)

of$ of$

repair repair

bond bond

scholarships scholarships

net net

and$ and$

2016, 2016,

depreciation depreciation Private Private

2016, 2016,

Activities Activities

and and

accompanying accompanying

uncollectible uncollectible

and and

Ended Ended

facility: facility:

textbook textbook

expenses expenses

support support

application application

fees, fees,

services services

income income

for for

benefits benefits

of of

and and

benefits benefits

benefits benefits

released released

Revenues: Revenues:

of of

for for

program program

and and

aid aid

program program

activities activities

including including

The The

and and

administration: administration:

activities activities

events events

and and

fund fund

and and

events events

Year Year

Total Total

Total Total

income income

and and

2,922,138 2,922,138

restrictions restrictions

amortization amortization

2017 2017

memorandum memorandum

2017 2017

assets assets

Benjamin Benjamin

the the

for for

of$ of$

receivables receivables

Library Library

Purchased Purchased

Employee Employee

Provisions Provisions

cost cost

Salaries Salaries

Summer Summer

Supplies Supplies

for for

financial financial

Provision Provision

Employee Employee

Rent Rent

Employee Employee

Utilities Utilities

Maintenance Maintenance

Interest Interest

Other Other

Special Special Student Student

Salaries Salaries

Salaries Salaries Administration Administration

Annual Annual

from from

Tuition Tuition

Net Net

Investment Investment

Instruction: Instruction:

General General

Operation Operation

Contributions: Contributions:

Other Other

Summer Summer

Student Student

Special Special

Activity Activity

Expenses: Expenses:

For For

(with (with

Statement Statement

Support Support The The Statement of Activities ( continued) For the Year Ended June 30, 2017 (with memorandum comparative totals for the year ended June 30, 2016)

Temporarily Permanently Totals Unrestricted Restricted Restricted 2017 2016

Excess of support and revenues over expenses 1,510,827 2,263,655 1,000 3,775,482 925,903

Other changes in net assets: Gain on disposition of property and equipment 439,412 439,412 Change in value of swap agreement 746,212 746,212 (10,466)

Total other changes 1,185,624 1,185,624 {10,466)

Change in net assets 2,696,451 2,263,655 1,000 4,961,106 915,437

Net Assets, beginning of year 36,290,401 3,311,196 628,639 40,230,236 39,314,799

Net Assets, end of year $ 38,986,852 $ 5,574,851 $ 629,639 $ 45,191,342 $ 40,230,236

The accompanying notes to financial statements are an integral part of these statements.

5

8,675 8,675

93,591 93,591

70,686 70,686

59,473 59,473

241,835 241,835 645,729 645,729

906,690 906,690 903,654 903,654

656,402 656,402

809,636 809,636

164,776 164,776

626,776 626,776

153,846 153,846

455,010 455,010

362,625 362,625 578,978 578,978

165,099 165,099

727,628 727,628

2015 2015

2,028,184 2,028,184

1,939,821 1,939,821

1,511,154 1,511,154

4,888,578 4,888,578

1,417,499 1,417,499

7,361,626 7,361,626

1,376,955 1,376,955

1,069,008 1,069,008

25,309,300 25,309,300

21,573,667 21,573,667

25,927,408 25,927,408

$ $

Totals Totals

6,886 6,886

statements. statements.

12,375 12,375

91,863 91,863

62,425 62,425

57,359 57,359

626,772 626,772

959,997 959,997

243,158 243,158

272,884 272,884

633,094 633,094 782,756 782,756

738,359 738,359

775,708 775,708

703,309 703,309

158,955 158,955

479,931 479,931

379,157 379,157

839,889 839,889 499,769 499,769 439,107

2016 2016

(115,322) (115,322)

1,987,538 1,987,538

5,113,291 5,113,291

1,894,414 1,894,414

1,890,520 1,890,520

1,506,936 1,506,936

7,755,649 7,755,649

1,331,024 1,331,024

25,757,091 25,757,091

22,751,389 22,751,389

26,682,994 26,682,994

these these

$ $

of of

part part

2015) 2015)

30, 30,

Permanently Permanently

integral integral

$ $

an an

June June

are are

839,389 839,389

{276,768} {276,768}

ended ended

6 6

{1,116,157} {1,116,157}

Restricted Restricted Restricted

Temporarily Temporarily

year year

$ $

statements statements

the the

500 500

6,886 6,886

for for

12,375 12,375 91,863 91,863

62,425 62,425

57,359 57,359

626,772 626,772

959,997 959,997

243,158 243,158

633,094 633,094

782,756 782,756

272,884 272,884

703,309 703,309

158,955 158,955

738,359 738,359 479,931 479,931

379,157 379,157

775,708 775,708

499,769 499,769

(115,322) (115,322)

1,987,538 1,987,538

5,113,291 5,113,291

1,890,520 1,890,520

1,506,936 1,506,936

1,894,414 1,894,414

1,116,157 1,116,157

7,755,649 7,755,649

1,331,024 1,331,024

25,757,091 25,757,091

22,751,389 22,751,389

financial financial

26,959,762 26,959,762

Unrestricted Unrestricted

totals totals

to to

$ $

Inc. Inc.

2016 2016

notes notes

of of

and and

30, 30,

revenues revenues

School, School,

issue issue

fees fees

67,373 67,373

comparative comparative

supplies supplies

of of

June June

and and

respectively respectively

respectively respectively

(loss) (loss)

2,504,759 2,504,759

of$ of$

repair repair

bond bond

scholarships scholarships

net net

depreciation depreciation

Private Private

2015, 2015,

and and

2015, 2015,

Activities Activities

uncollectable uncollectable

and and

Ended Ended

and$ and$

facility: facility:

accompanying accompanying

textbook textbook

expenses expenses

application application support support

fees, fees,

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Year Year

Total Total

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memorandum memorandum

2016 2016

2016 2016

assets assets

Benjamin Benjamin

the the

receivables receivables

Employee Employee Library Library

Purchased Purchased Provisions Provisions

cost cost

Supplies Supplies

for for Salaries Salaries $2,747,037 $2,747,037 Summer Summer

for for

financial financial

Employee Employee

Provision Provision

Rent Rent

Employee Employee

Utilities Utilities Interest Interest

Maintenance Maintenance

Administration Administration

Salaries Salaries

Student Student

Special Special

Other Other

Salaries Salaries

Annual Annual

from from

Tuition Tuition

Net Net

Investment Investment

Instruction: Instruction:

General General

Operation Operation

Contributions: Contributions:

Other Other

Activity Activity

Summer Summer

Special Special Student Student

Expenses: Expenses:

For For

(with (with

Statement Statement

Support Support The The The Benjamin Private School, Inc. Statement of Activities ( continued) For the Year Ended June 30, 2016 (with memorandum comparative totals for the year ended June 30, 2015)

Temporarily Permanently Totals Unrestricted Restricted Restricted 2016 2015

Excess of support and revenues over expenses 1,202,671 (276,768) 925,903 618,108

Other changes in net assets: Change in value of swap agreement {10,466) {10,466) 293,739

Total other changes (10,466) {10,466) 293,739

Change in net assets 1,192,205 (276,768) 915,437 911,847

Net Assets, beginning of year 35,098,196 3,587,964 628,639 39,314,799 38,402,952

Net Assets, end of year $ 36,290,401 $ 3,311,196 $ 628,639 $ 40,230,236 $ 39,314,799

The accompanying notes to financial statements are an integral part of these statements.

7 The Benjamin Private School, Inc. Statements of Cash Flows For the Years Ended June 30, 2017 and 2016

2017 2016 Cash Flows from Operating Activities: Change in net assets $ 4,961,106 $ 915,437 Adjustments to reconcile change in net assets to net cash provided by operating activities: Provision for depreciation and amortization of bond issue costs 2,006,799 1,957,893 Gain on disposition of property and equipment {439,412) Net realized and unrealized losses (gains) on investments (1,240,021) 432,804 Net increase (decrease) in obligation under interest rate swap agreement {746,212) 10,466 {Increase) decrease in assets: Annual fund pledges receivable 126,391 68,811 Employee receivables 22,374 {32,852) Pledges receivable (950,475) 280,490 Other receivables 2,040 1,212 Prepaid expenses and deposits 96,705 {93,656) Increase ( decrease) in liabilities: Accounts payable {112,615) 109,893 Accrued expenses and other liabilities 150,017 127,859 Deferred revenue 1,942,815 908,287 Net cash provided by operating activities 5,819,512 4,686,644 Cash Flows from Investing Activities: Proceeds from disposition of properw and equipment 963,105 Proceeds from sale of investments 605,545 214,802 Principal payments on note receivable 22,374 90,027 Purchase of property and equipment {2,094,178) (1,243,861) Purchase of investments {1,310,701) {801,350) Net cash used in investing activities {1,813,855) {1,740,382)

Cash Flows from Financing Activities: Principal payments on bonds payable {1,220,000) {1,160,000) Net cash used in financing activities (1,220,000) {1,160,000) Net increase (decrease) in cash and cash equivalents 2,785,657 1,786,262

Cash and Cash Equivalents, beginning of year 13,406,372 11,620,110 Cash and Cash Equivalents, end of year $ 16,192,029 $ 13,406,372

Cash and Cash Equivalents as reported on the Statements of Financial Position Unrestricted $ 13,743,102 $ 12,269,219 Restricted based on donor purposes 2,448,927 1,137,153 $ 16,192,029 $ 13,406,372

The accompanying notes to financial statements are an integral part of these statements.

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Note 3 - Investments and Fair Value Measurements (continued)

Investment income(loss) includes the following for the year ended June 30:

2017 2016

Interest and dividend income $ 302,155 $ 315,601 Gains (losses): Unrealized 1,212,511 {132,103) Realized 27,510 (298,820)

Total investment income (loss) $ 1,542,176 $ (115,322)

Investments in equity securities are carried at market value, as quoted on major stock exchanges. Mutual funds and fixed income are carried at fair value, which is the quoted prices the last day of the fiscal year. The estimated fair value of the alternative investments made through limited partnerships or other investments vehicles (Level Ill assets) is the net asset value based on valuations provided by third party administrators of the respective investment managers. The School believes the method for providing estimated fair values for alternatives classified as Level Ill assets is subject to uncertainty. Therefore, there may be material differences between their estimated and realized values. Investment in other securities are valued at quoted prices as determined by the issuers.

The School may hedge certain risks to mitigate the risk inherent with market or other fluctuations. In accordance with the Financial Accounting Standards Board in its Accounting Standards Codification (ASC) No. 820, Fair Value Measurements and Disclosures, the School provides for fair value measurements of investments that are recognized and disclosed at fair value in the combined financial statements on a recurring basis and establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements).

The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The three levels of the fair value hierarchy are as follows:

• Level 1 inputs that are observable and reflect quoted market prices (unadjusted) in active markets for identical investments that the entity has the ability to access at the measurement date.

• Level 2 inputs other than quoted prices included within Level 1 that are observable for the investments, either directly or indirectly (e.g. quoted prices in active markets for similar securities, securities valuations based on commonly quoted benchmarks, interest rates and yield curves, and/or securities indices).

• Level 3 inputs are unobservable inputs for the investments (e.g., information about assumptions, including risk, market participants would use in pricing a security).

12 The Benjamin Private School, Inc. Notes to Financial Statements June 30, 2017 and 2016

Note 3 - Investments and Fair Value Measurements (continued)

The School has adopted Accounting Standards Update 2015-07, Disclosures for Investments in Certain Entities that Calculate Net Asset Value per Share (or its Equivalent). Consequently, investments reported at net asset value, are no longer included in the fair value hierarchy. As application is retrospective, prior period financial information has been restated to conform to the current year presentation.

The following tables represents the investments as held by the School at June 30, 2017 and 2016. The assets are classified by ASC No. 820 fair value hierarchy as follows:

Investments Valued at Asset Class Level 1 Level2 Level 3 NAV 2017

Equity securities $ 6,624,838 $ $ $ $ 6,624,838 Corporate bonds 1,705,187 1,705,187 Alternatives 438,175 438,175 Government bonds 501,549 501,549 Mutual funds 5,307,438 5,307,438 Total fair value $ 11,932,276 $ 2,206,736 $ ==== $ 438,175 $ 14,577,187

Investments Valued at Asset Class Level 1 Level2 Level3 NAV 2016

Equity securities $ 5,278,079 $ $ $ $ 5,278,079 Corporate bonds 1,647,990 1,647,990 Alternatives 373,774 373,774 Government bonds 635,578 635,578 Mutual funds 4,696,589 4,696,589

Total fair value $ 9,974,668 $ 2,283,568 $ ==== $ 373,774 $ 12,632,010

For the valuation of equity securities, mutual funds and certain alternatives at June 30, 2017 and 2016, the School used quoted prices in principal active markets for identical assets as of the valuation date (Level 1).

For the valuation of corporate bonds, United States government obligations or agencies at June 30, 2017 and 2016, the School used significant other observable inputs, particularly dealer market prices for comparable investments as of the valuation date (Level 2).

For the valuation of alternatives comprised of limited partnership interest or other investment vehicles at June 30, 2017 and 2016, the School used significant unobservable inputs including information investment managers based on quoted market prices, if available, or other valuation methods (Level 3), if any.

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Note 4 - Receivables ( continued)

Conditional promises are recognized when the conditions on which they depend are substantially met. The School had no conditional promises to give at June 30, 2017 or 2016.

The School publishes information related to the restricted funds gifted including pledges and cash. These amounts may differ from the amounts reported in the financial statements due to adjustments required by generally accepted accounting principles mostly accrual to cash differences and, in some cases, discounts on long term pledges.

Employee: Previously, the School loaned certain employees monies in connection with their employment. The loan balances as of June 30, 2016 were $ 21J00 and were paid during the year ended June 30, 2017.

Note 5 - Property and Equipment

Property and equipment consists of the following-at June 30, 2017 and 2016: 2017 2016 Buildings and building improvements $ 45,526,424 $ 43,842,560 Furniture, fixtures and equipment 8,024,051 7,677,413 Land improvements 4,812,606 5,191,209 58,363,081 56,711,182 Less accumulated depreciation 23,681,623 21,831,607 34,681,458 34,879,575 Construction in progress 879,814 1,050,638 Land 7,481,628 7,481,628 $ 43,042,900 $ 43,411,841 Provision for depreciation for the years ended June 30, 2017 and 2016, was $ 1,939,426 and $ 1,890,520, respectively.

Note 6- Debt

Variable rate demand revenue bonds: Palm Beach County previously issued $ 24,5001 000 of Variable Rate Demand Revenue Bonds (The Benjamin Private School, Inc. Project, Series 2003, "the Bonds") and loaned the proceeds to the School. Proceeds of the Bonds were used to refund in full the $ 9,000,000 Series 1998 Bonds, to finance the costs of new education facilities and to pay costs related to the Bond issuance. Principal payments on the Bonds are due semi-annually on July 1 and January 1 and the Bonds mature in July 2025. Interest is payable monthly at rates which are adjusted weekly based on the rate determined by the remarketing agent. The interest rate in effect was

approximately .07% and .12% as of June 30, 2017 and 20161 respectively, but is fixed at 3.93% per terms of an interest rate swap agreement discussed in the next paragraph. The balance outstanding on the Bonds at June 30, 2017 and 2016 are as follows:

Face amount of bonds $ 13,1301000 $ 14,350,000 Less unamortized issuance and closing costs {510,871) (578,244)

$ 12,619,129 $ 13,771,756

15 The Benjamin Private School, Inc. Notes to Financial Statements June 30, 2017 and 2016

Note 6 - Debt (continued)

In 2017 the School adopted new authoritative GAAP guidance for the presentation of debt issuance costs and the related amortization thereof. Debt issuance costs are now reported on the statements of financial position as a direct deduction from the face amount of the related debt. Previously, such costs were shown as a deferred charge or intangible asset and currently, due to this change, as deductions from debt. Accordingly, the 2016 assets and liabilities have been reflected to show this change. In addition, the new guidance requires the related amortization of debt issuance costs to be shown as part of interest expense. As a result, reported interest expense in 2016 increased (and depreciation and amortization decreased) by $ 67,373. These changes had no effect on previously reported net assets or change in net assets.

Interest rate swap agreement: The School entered into an interest rate swap agreement to reduce the impact of changes in interest rates on the variable rate Bonds. The notional principal amount of the swap agreement is$ 13,130,000 as of June 30, 2017. The agreement effectively fixes the School's interest rate exposure on the Bonds at 3.93%. The interest rate swap agreement terminates in March 2022. Interest under the swap agreement is due monthly. To the extent the School is in a net gain position, it is exposed to credit loss in the event of nonperformance by the other party to the agreement. The School does not anticipate nonperformance by the counterparty over the life of the swap term.

Letter of credit agreement: The Bonds are secured by an irrevocable letter of credit agreement which expires on June 15, 2020.

The letter of credit imposes certain financial covenants and requirements on the Schoot as described below:

Covenant Requirement Calculated In Compliance

Unrestricted cash and investments net of restricted advanced tuition recorded Minimum of as deterred revenue s 10,000,000 s 13,516,252 YES

Debt Service coverage ratio 1:1 2.98:1 YES

The following is a schedule of approximate principal payment requirements for the debt of the School as of June 30, 2017:

Year Ending June 30, Amount

2018 $ 1,280,000 2019 1,345,000 2020 1,410,000 2021 1,480,000 2022 1,555,000 Thereafter 6,060,000

Total $ 13,130,000

16 The Benjamin Private School, Inc. Notes to Financial Statements June 30, 2017 and 2016

Note 7 - Pension Plan

The School sponsored a defined contribution pension plan under Internal Revenue Code Section 403(b) that covers all employees with over one year of service for the year ended June 30, 2017 .. Contributions for the years ended June 30, 2017 and 2016 were funded at a rate of 5%, subject to statutory limits, of each participant's annual compensation. For the years ended June 30, 2017 and 2016, pension expense was approximately$ 638,000 and$ 609,000, respectively.

Note 8 - Restricted Assets

At June 30, 2017 and 2016, temporarily restricted net assets consisting of cash, cash equivalents, investments and capital campaign pledges receivable which are available for capital projects or financial aid was $ 5,574,851 and$ 3,311,196 respectively.

In addition, the School has permanently restricted net assets at June 30, 2017 and 2016 in the amount of $ 629,639 and $ 628,639, respectively, which is for the purpose of scholarships and financial aid.

Note 9 - Endowments

Board-designated funds: The Board of the School has designated funds for the purpose of an endowment to be held indefinitely. The income from the assets may be used at the Board's discretion to provide academic scholarships to worthy students, fund special projects or programs to enhance the academic standing of the School, or to meet any emergency facing the School. The funds may not be used to acquire or construct real property or buildings. Board-designated funds are reported as components of unrestricted net assets. The designation of these funds may be changed by the Board at any time.

Donor-designated endowments: The School has received funds for the purposes of providing scholarships and service awards to students. Donor-designated endowments are reported as permanently restricted net assets.

The School's endowment consists of individual funds established for a variety of purposes. Its. endowment includes both donor-restricted endowment funds and funds designated by the Board to function as endowments. As required by GAAP, net assets associated with endowment funds, including funds designated by the Board to function as endowments, are classified and reported based on the existence or absence of donor-imposed restrictions.

Interpretations of Relevant Law: The Board has interpreted the State of Florida's Uniform Prudent Management of Institutional Funds Act (FUPMIFA) as requiring the preservation of the fair value of the original gift as of the gift date of the donor-restricted endowment funds absent explicit donor stipulations to the contrary. As a result of this interpretation, the School classifies as permanently restricted net assets (a) the original value of gifts donated to the permanent endowment, (b) the original value of subsequent gifts to the permanent endowment, and (c) accumulations to the permanent endowment made in accordance with the direction of the applicable donor gift instrument at the time the accumulation is added to the fund. The remaining portion of the donor­ restricted endowment fund that is not classified in permanently restricted net assets is classified as temporarily restricted net assets until those amounts are appropriated for expenditure by the School in a manner consistent with the standard of prudence prescribed by FUPMIFA.

In accordance with FUPMIFA, the School considers the following factors in making a determination to appropriate or accumulate donor-restricted endowment funds:

17 The Benjamin Private School, Inc. Notes to Financial Statements June 30, 2017 and 2016

Note 9 - Endowments (continued)

(1) The duration and preservation of the fund (2) The purposes of the School and the donor-restricted endowment fund {3) General economic conditions (4) The possible effect of inflation and deflation (5) The expected total return from income and the appreciation of investments {6) Other resources of the School (7) The investment policies of the School

Endowment net assets composition by type of fund as of June 30, 2017 and 2016 is as follows:

Permanently 2017 Unrestricted Restricted Total Donor-restricted endowment funds $ $ 629,639 $ 629,639 Board-designated endowment funds 3,313,877 3 13131877 Total funds $ 3,313,877 $ 629,639 $ 3,943,516

Permanently 2016 Unrestricted Restricted Total Donor-restricted endowment funds $ $ 628,639 $ 628,639 Board-designated endowment funds 3?73 1536 3,773,536 Total funds $ 3,773,536 $ 628,639 $ 4,402,175

Changes in endowment net assets for the fiscal year ended June 30, 2017 and 2016 are as follows:

Permanently 2017 Unrestricted Restricted Total Endowment net assets, at beginning of year $ 3,773,536 $ 628,639 $ 4,402,175 Contributions 1,000 1,000 Amount reclassified to unrestricted (762,717) (762,717) Investment income {loss) 343,058 343,058 Appropriation of endowment assets for expenditure (401000} (40,000)

Endowment net assets, at end of year $ 313131877 $ 6291639 $ 319431516

Permanently 2016 Unrestricted Restricted Total Endowment net assets, at beginning of year $ 3,972,681 $ 628,639 $ 4,601,320 Investment income (loss) (538) (538) Appropriation of endowment assets for expenditure (1981607} (198,607)

Endowment net assets, at end of year $ 317731536 $ 6281639 $ 414021175

18 The Benjamin Private School, Inc. Notes to Financial Statements June 30, 2017 and 2016

Note 9 - Endowments (continued)

Return objectives and risk parameters: The School has adopted investment and spending policies for endowment assets that attempt to provide a predictable stream of funding to programs supported by its endowment while seeking to maintain purchasing power of the endowment assets. Endowment assets include those assets of donor-restricted funds the School must hold in perpetuity or for a donor-specified period(s) as well as board-designated funds. Under this policy, as approved by the Board, the endowment assets are invested in a manner that is intended to produce expected returns of the consumer price index plus five percent while assuming a moderate level of investment risk. Actual returns in any given year may vary from this amount.

Strategies employed for achieving objectives: To satisfy its long-term rate-of-return objectives, the School relies on a total return strategy in which investment returns are achieved through both capital appreciation (realized and unrealized) and current yield (interest and dividends). The School targets a diversified asset allocation that includes cash, equity, fixed income and alternative investments.

Note 10 - Related Party Transactions

Included in pledges receivable are amounts due from members of the Board at June 30, 2017 and 2016, of$ 880,120 and 1,795,120, respectively.

In addition, the School's insurance broker previously served as a member of the Board.

Note 11- Supplemental Cash Flow Information

Supplemental Disclosure of Cash Flow Information:

2017 2016 Cash received during the year for - Interest and dividend income $ 302,155 $ 315,601

Cash paid during the year for - Interest expense $ 691,022 $ 714,513

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A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF PALM BEACH COUNTY, FLORIDA: (I) AUTHORIZING THE ISSUANCE OF THE COUNTY'S REVENUE BONDS, (THE BENJAMIN PRIVATE ~CHOOL, INC. PROJECT), SERIES 2018 (THE "BONDS") FOR THE PURPOSE OF PROVIDING FUNDS TO MAKE A LOAN TO THE BENJAMIN PRIVATE SCHOOL, INC. (THE "BORROWER") TO PROVIDE FUNDS TO REFINANCE THE COUNTY'S REVENUE BONDS, SERIES 2003, ISSUED FOR THE BENEFIT OF THE BORROWER; TO PROVIDE FUNDS TO FINANCE AND REFINANCE CERTAIN COSTS INCURRED BY THE BORROWER IN CONNECTION WITH THE PRIVATE SCHOOL FACILITIES OWNED AND OPERATED BY THE BORROWER, AND TO PROVIDE FUNDS TO PAY THE COSTS OF ISSUING THE BONDS; (II) AUTHORIZING THE EXECUTION OF A FINANCING AGREEMENT; (Ill) AWARDING THE SALE OF THE BONDS BY A NEGOTIATED SALE; (IV) AUTHORIZING OFFICIALS OF THE COUNTY TO TAKE CERTAIN ACTION IN CONNECTION WITH THE ISSUANCE OF THE BONDS; (V) MAKING CERTAIN OTHER COVENANTS AND AGREEMENTS IN CONNECTION WITH THE ISSUANCE OF THE BONDS; AND (VI) PROVIDING AN EFFECTIVE DATE.

WHEREAS, The "Borrower" has requested Palm Beach County, Florida (the "County") to assist the Borrower by issuing the Bonds for the purpose of providing funds to make a loan to the Borrower (the "Loan") of the proceeds of the Bonds to (A) finance and refinance costs incurred or to be incurred by the Borrower in connection with the private school facilities owned and operated by the Borrower and located at 11000 Ellison Wilson Road, North Palm Beach, Florida 33408 and 4875 Grandiflora Road, Palm Beach Gardens, Florida, 33410 (collectively, the "Project"); (8) refinance the County's Variable Rate Demand Revenue Bonds, Series 2003 issued on July 11, 2003 (the "Refunded Bonds"); and (C) pay costs associated with the issuance of the Bonds;

WHEREAS, STI Institutional & Government, Inc. (an affiliate of Sun Trust Bank), together with its successors and assigns as registered owners of the Bonds, (the "Lender") is expected to purchase the Bonds; and

WHEREAS, it is necessary and desirable to authorize the execution of a Financing Agreement (the "Agreement"), among the County, the Borrower, and the Lender, and to specify the terms of the Bonds;

NOW, .THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF PALM BEACH COUNTY, FLORIDA THAT:

SECTION 1: AUTHORITY FOR THIS RESOLUTION This resolution, hereinafter called the "Resolution," is adopted pursuant to Part II, Chapter 159, Florida Statutes (the "Act") and other applicable provisions of law.

SECTION 2: FINDINGS Upon consideration of the documents described herein and the information presented to the County at or prior to the date hereof, it is hereby ascertained, determined and declared as follows:

A. The Project constitutes a "project" within the meaning and contemplation of the Act. The Project will serve a public purpose by advancing the economic prosperity and the general welfare of the County, the State of Florida, and the people thereof. As of the date hereof, the Borrower has represented and shown that it is financially responsible and fully capable of and willing to fulfill any obligations which it may incur in connection with the Bonds as contemplated by this Resolution. Local government will be able to cope satisfactorily with the impact of the facilities included in the Project and will be able to provide, or cause to be 1 provided when needed, the public facilities, including utilities and public services, that will be necessary for the construction, operation, repair and maintenance of such facilities and on account of any increases in population or other circumstances resulting therefrom.

B. The Agreement will make provision for the operation, repair, and maintenance of the Project at the expense of the Borrower and for the payment of the principal and interest on the Bonds and all other costs incurred by the County in connection with the Bonds. and the Project.

C. The County has been advised that due to the desire to coordinate the sale of the Bonds and due to the limited market for obligations such as the Bonds, it is in the best interest of the Borrower to sen the Bonds by negotiated sale, and the County, wishing to obtain the best interest rate on the Bonds for the benefit of the Borrower, has determined to sell the Bonds by negotiated sale to the Lender, permitting the County to enter such market at the most advantageous time, rather than at a specified advertised date, and accordingly it is in the best interest of the County that a negotiated sale of the Bonds be authorized.

D. The County conducted a public hearing concerning the issuance of the Bonds at the Board of County Commissioners meeting held on June 19, 2018. The notice of which hearing, inviting comments and discussion concerning the issuance of the Bonds by the County to finance all or a portion of the Project and to refinance the Refunded Bonds was published in The Palm Beach Post, a newspaper of general circulation in Palm Beach County, Florida, on May 11, 2018 for the purpose of providing the public with an opportunity to comment on the issuance of the Bonds, in accordance with the requirements of Section 147 (f) of the Internal Revenue Code (the "Code"), as amended.

SECTION 3: AUTHORIZATION OF BONDS: For the purpose of providing funds for the making of the Loan to the Borrower, the County hereby approves the issuance of the Bonds for the purposes of ~ection 147 (f) of the Code and by approving the information contained in the published notice referenced in Section 2D above hereby authorizes to be issued under this Resolution the Bonds. The Bonds shall be issued as fully registered Bonds in the principal amount not to exceed $13,000,000, shall be dated as of the date of issuance, shall mature, shall bear interest at a rate not in excess of the maximum lawful rate, shall mature not later than twenty-one years after issuance and shall have such other terms and conditions, and shall be in such form of as may be approved by the Mayor, Vice-Mayor or any other member of the Board of County Commissioners of the County (the "Authorized Signatory"), such approval to be conclusively presumed by the execution thereof by the Authorized Signatory. The Bonds shall be issued on such date as shall be mutually agreed upon by the Lender, the Borrower and the Authorized Signatory. The County hereby authorizes and directs the Authorized Signatory to execute the Bonds and to deliver the same to the Lender, upon payment of the purchase price thereof, all as further provided in the Agreement.

SECTION 4: LIMITED OBLIGATION The Bonds shall not be deemed to constitute a debt, liability, or obligation of the County or the State of Florida, or of any political subdivision thereof, or a pledge of the faith and credit of the County or of the State of Florida or of any political subdivision thereof, but shall be payable solely from the loan payments received from or on behalf of the Borrower. Any and all payments of any nature relating to the Bonds shall be payable only from amounts provided for such purpose under the Bond Documents and not from any funds of the County.

SECTION 5: LIMITED LIABILITY OF ISSUER Anything in this Resolution, the Agreement, the Bonds, or any other document to the contrary notwithstanding, the performance by the County of all duties and obligations imposed upon it hereby, the exercise by it of all powers granted to it hereunder, the carrying out of all covenants, agreements, and promises made by it hereunder, and the liability of the County for all warranties and other covenants hereunder, shall be limited solely to the loan payments made by the Borrower and other revenues and receipts derived from the Borrower under the Agreement, and the County shall not be required to

2 effectuate any of its duties, obligations, powers or covenants hereunder except to the extent of such loan payments and other revenues and receipts.

SECTION 6: NO PERSONAL LIABILITY No recourse under or upon any, obligation, covenant or agreement contained in this Resolution, the Agreement, the Bonds, any other document or under any judgment, or by the enforcement of any assessment or by legal or equitable proceeding by virtue of any constitution or statute or otherwise or under any circumstances, under or independent of this Resolution, shall be had against any member, agent, employee or officer, as such, past, present or future, of the County, either directly or through the County, or otherwise, for the payment for or to the County or any receiver thereof, or for or to the holder of the Bonds or otherwise of any sum that may be due and unpaid upon the Bonds. Any and all personal liability of every nature, whether at common law or in equity, or by statute or by constitution or otherwise, of any member or officer, as such, to respond by reason of any act or omission on his part or otherwise, for the payment for or to the County or any receiver thereof, or for or to the holder of the Bonds or otherwise, of any sum that may remain due and unpaid upon the Bonds is hereby expressly waived and released as a condition of and in consideration for the execution of this Resolution and the issuance of the Bonds.

SECTION 7: BONDS NOT A DEBT OF STATE OR ISSUER None of the State of Florida, the County or any political subdivision thereof shall in any event be liable for the payment of the principal of or interest on the Bonds. The Bonds issued hereunder shall never constitute an indebtedness of the State of Florida or of any political subdivision of the State of Florida or of the County within the meaning of any state constitutional provisions, statutory limitation, or any other applicable law and shall never constitute or give rise to the pecuniary liability of the State of Florida or any political subdivision thereof, or of the County or a charge against their general credit. The holder of the Bonds shall not have the right to compel any exercise of any taxing power of the State of Florida or of any political subdivision thereof, including the County, to pay any sums in any way related to the Bonds or their issuance.

SECTION 8: LAWS GOVERNING This Resolution shall be governed exclusively by the provisions hereof and by the applicable laws of the State of Florida.

SECTION 9: THE BOND DOCUMENTS As used herein, the term "Bond Documents" means any and all documents necessary or desirable to complete the transaction described herein, including but not limited to (i) the Agreement and (ii) the Bonds, all in such form and content as may be approved by the Authorized Signatory, such approval to be conclusively presumed by the execution of such documents by the Authorized Signatory. The County hereby authorizes and directs the Authorized Signatory to execute the Bond Documents. It is not necessary for the seal of the County to be impressed upon any Bond Document. Notwithstanding any other provision hereof, no Bond Document shall be issued unless and until the same shall have been approved as to form and legal sufficiency on behalf of the County by the Office of the County Attorney.

SECTION 10: NEGOTIATED SALE OF BOND A negotiated sale of the Bonds to the Lender is hereby authorized. Prior to the execution of the Agreement the Lender shall file with the County the disclosure and truth-in-bonding statements required by Section 218.385, Florida Statutes, and competitive bidding for the Bonds is hereby waived.

SECTION 11: NO THIRD PARTY BENEFICIARIES Nothing in this Resolution or in any other documents, express or implied, is intended to, or shall be construed to create any third party beneficiary or to provide any rights to any person or entity not a party thereof.

SECTION 12: GENERAL AUTHORIZATION The Authorized Signatory and the other officers and employees of the County are hereby authorized to do all acts and things required of them by this Resolution and the other Bond Documents or desirable or consistent with the requirements hereof or thereof, for

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