This Preliminary Offering Statement and the information contained herein are subject to completion or amendment. Under no circumstances shall this Preliminary Offering Statement constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Series 2016C Certificates in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, qualification or filing under the securities laws of any such jurisdiction. This Preliminary Offering Statement shall be deemed "final" by the School Board as of its date for purposes of Rule 15c2-12(b)(1) promulgated by the Securities and Exchange Commission, except for certain permitted omissions. default thereunder. with respecttotheSeries2016CCertificatesfollowingterminationofMasterLeaseasaresultnon-appropriationfundsoroccurrenceanevent defined therein;provided,however,thatnoopinionisexpressedwithrespecttotaxconsequencesunderthelawsofStateFloridaanypaymentsreceived State of Florida, except as to estate taxes Florida and Statutes taxes on under interest, Chapter income 220, or profits on debt obligations owned by corporations as the of theBasicLeasePaymentsdesignatedandpaidasinterest to theownersofSeries2016CCertificateswillnotbesubjecttaxationunderlawsof consequences ofownershiptheSeries2016CCertificates.Co-SpecialTaxCounselarefurtheropinionthatCertificatesandportion a resultofnon-appropriationfundsortheoccurrenceaneventdefaultthereunder.See"TAXMATTERS"hereinfordescriptioncertainotherfederaltax respect tothefederalincometaxconsequencesofanypaymentsreceivedwithSeries2016CCertificatesfollowingterminationMasterLeaseas determining adjustedcurrentearningsforpurposesofcomputingthealternativeminimumtaximposedoncertaincorporations.Noopinionisexpressedwith preference forpurposesofthefederalalternativeminimumtaximposedonindividualsandcorporations;however,suchinterestwillbetakenintoaccountin tax purposes.TheportionoftheBasicLeasePaymentsdesignatedandpaidasinteresttoownersSeries2016CCertificateswillnotbeanitem Basic LeasePaymentsdesignatedandpaidasinteresttotheownersofSeries2016CCertificateswillbeexcludablefromgrossincomeforfederal covenants andtheaccuracyofcertainrepresentationsSchoolBoard,underexistingstatutes,regulations,rulingscourtdecisions,portion * Preliminary, subjecttochange. Dated: March____,2016 Dated: DateofDelivery NEW ISSUE-BOOK-ENTRYONLY about April ____,2016. as CounseltotheUnderwriters.Itis expected thatsettlementfortheSeries2016CCertificateswilloccurthrough thefacilitiesofDTCinNewYork,Yorkonor as theFinancialAdvisortoSchoolBoard inconnectionwiththeissuanceofSeries2016CCertificates.Squire PattonBoggs(US)LLP,Miami,Floridaisserving Board andtheFoundationbySchool BoardAttorney,WalterJ.Harvey,Esq.,Miami,Florida.PublicFinancialManagement, Inc.,CoralGables,Florida,isserving passed uponfortheSchoolBoardbyNabors,Giblin&Nickerson,P.A.,Tampa, Florida,DisclosureCounsel.CertainlegalmatterswillbepasseduponfortheSchool Traurig, P.A.,Miami,Florida,andEdwards&Associates, Co-SpecialTaxCounsel,andcertainotherconditions.Certainlegalmatterswillbe Investors mustreadtheentireOfferingStatement,includingappendices,to obtaininformationessentialtothemakingofaninformedinvestmentdecision. LEASES. SEE"RISKFACTORS"HEREIN. LEVY OFANYADVALOREMTAXESBYTHESCHOOLBOARDTOPAY SUMS,INCLUDINGTHEBASICLEASEPAYMENTS,DUEUNDERTRANSACTION CONSTITUTIONAL ORSTATUTORYPROVISIONLIMITATION.NONEOF THEFOUNDATION,TRUSTEEORANYCERTIFICATEHOLDERMAYCOMPEL INDEBTEDNESS OFTHESCHOOLBOARD, THE DISTRICT, STATE OF FLORIDA ORANY POLITICAL SUBDIVISION THEREOF WITHINTHEMEANINGOFANY AND ANYPOLITICALSUBDIVISIONTHEREOFISNOTPLEDGEDFORPAYMENT OFSUCHSUMSDUETHEREUNDERANDDONOTCONSTITUTEAN THE TRANSACTIONLEASESFROMANYSOURCEOFTAXATION.FULL FAITHANDCREDITOFTHESCHOOLBOARD,DISTRICT,STATEFLORIDA THE STATEOFFLORIDA,ORANYPOLITICALSUBDIVISIONTHEREOFISOBLIGATED TOPAY,EXCEPTFROMAPPROPRIATEDFUNDS,ANYSUMSDUEUNDER FUNDS AUTHORIZEDBYLAWANDREGULATIONSOFTHESTATEFLORIDA DEPARTMENTOFEDUCATION.NONETHEDISTRICT,SCHOOLBOARD, TERMS OFALEASE.LEASEPAYMENTSAREPAYABLEFROMFUNDSAPPROPRIATED BYTHESCHOOLBOARDFORSUCHPURPOSEFROMCURRENTOROTHER ADDITIONAL LEASEPAYMENTS,SUPPLEMENTALPAYMENTSANDALLOTHER AMOUNTSREQUIREDTOBEPAIDBYTHESCHOOLBOARDPURSUANT SERIES 2016CCERTIFICATES–Prepayment"herein. payable totheholdersuponpresentation,whendue,atmaturityorearlierprepayment,designatedcorporatetrustofficeofTrustee. the DTCParticipantsforsubsequentdisbursementtoBeneficialOwners.TheprincipalportionofBasicLeasePaymentsrepresentedbySeries2016C Certificates is interest portionoftheBasicLeasePaymentsrepresentedbySeries2016CCertificateswillbemadedirectlytoCede&Co.,whichinturnremitsuch paymentsto will beevidencedthroughabook-entryonlysystemofregistration.AslongasCede&Co.istheregisteredownernomineeDTC,paymentprincipal portionand Certificates (the"BeneficialOwners")willnotreceivephysicaldeliveryoftheSeries2016CCertificates.OwnershipbyBeneficialOwners 2016C Certificates registered in the name of Cede & Co., as registered owner and nominee for The Depository Trust Company, New York, New York("DTC"). Purchasers of the Series2016C Date. TheSeries2016CCertificatesarebeingissuedindenominationsof$5,000oranyintegralmultiplesthereof.Whenissued,the willinitiallybe shown ontheregistrationrecordsmaintainedbyTrusteeasoffifteenthdaymonth(whetherornotabusinessday)nextprecedingeachInterest Payment year, commencingAugust1,2016(eachan"InterestPaymentDate")bycheckordraftoftheTrusteemailedtoSeries2016CCertificateownerrecord at theaddress the insidecoverpagehereof.TheinterestportionofBasicLeasePaymentsrepresentedbySeries2016CCertificatesispayableonAugust1andFebruary 1ofeach interest toNationsBankofFlorida,N.A.),Jacksonville,astrustee(the"Trustee").TheSeries2016CCertificateswillaccrueattherates setforthon Agreement"), between theMiami-Dade County School Board Foundation, Inc. (the "Foundation") and The Bankof New York Mellon Trust Company, N.A. (successor in "Master Trust"),asamendedandsupplementedbyaSeries2016CSupplementalTrustAgreement,datedofApril1,2016(togetherwiththeMasterTrust, the"Trust Agreement" and"-FormofSchedule2008B-1"herein. THE MASTERLEASEANDSCHEDULE2008B-1"and"APPENDIXC-CERTAINLEGALDOCUMENTSFormofAmendmenttoMasterLease Purchase initial holdersoftheSeries2016CCertificatesshallbedeemedtohaveconsentedsuchprospectiveamendments.See"CERTAINAMENDMENTS TO upon thereceiptbySchoolBoardofcertainconsentstosuchamendments,asdescribedherein.BypurchasingSeries2016CCertificates, the outstanding CertificatesofParticipation,Series2008Bandaportionthe2009A. Lease arecollectivelyreferredtohereinasthe"TransactionLeases."TheSeries2016CCertificatesbeingissuedinorderrefund,onanadvancedbasis,a portion ofthe Schedule 2009A-2,asamendedandrestatedofApril1,2016(togetherwiththeMasterLease,"Series2009A-2Lease").TheSeries2008BLeases 2009A-2 and restatedasofApril1,2016(togetherwiththeMasterLease,"Series2008B-2Lease,"collectivelySeries2008B-12008BLeases"), and(iii) Schedules: (i)Schedule2008B-1,asamendedandrestatedofApril1,2016(togetherwiththeMasterLease,"Series2008B-1Lease"),(ii)2008B-2, asamended Florida (the"District"),pursuanttoaMasterLeasePurchaseAgreement,datedasofAugust1,1994"MasterLease"),amendedandsupplementedby the following Payments to be made by The School Board of Miami-Dade County, Florida (the "School Board"), acting as the governing body of the School District of Miami-Dade County, BofA MerrillLynch Raymond James The Series2016CCertificatesareofferedwhen,asandifdelivered received bytheUnderwriters,subjecttoapprovinglegalopinionofGreenberg This coverpageandtheinsidecontaincertaininformationforquick referenceonly.Theyarenot,andnotintendedtobe,asummaryofthetransaction. THE SCHOOLBOARDISNOTLEGALLYREQUIREDTOAPPROPRIATEMONEYSMAKELEASEPAYMENTS,WHICHCONSISTOFBASIC The Series2016CCertificatesaresubjecttooptional prepaymentandmaybesubjecttoextraordinarypriormaturityasdescribedherein. See"THE The Series2016CCertificatesarebeingissuedasfullyregisteredpursuanttotheprovisionsofaMasterTrustAgreement,datedAugust1, 1994(the The SchoolBoardandtheFoundationhaveauthorizedcertainamendmentstoMasterLeaseSchedule2008B-1thatwillonlybecomeeffective The CertificatesofParticipation,Series2016C(the"SeriesCertificates")offeredherebyevidenceundividedproportionateinterestsinaportiontheBasic Lease In the opinion of Greenberg Traurig, P.A. and Edwards & Associates, P.A., Co-Special Tax Counsel, assuming continuing compliance with certain tax
THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA, with Miami-DadeCountySchoolBoardFoundation,Inc.,asLessor PRELIMINARY OFFERING STATEMENT DATED FEBRUARY 24, 2016
CERTIFICATES OF PARTICIPATION, SERIES 2016C as Lessee,PursuanttoaMasterLeasePurchaseAgreement Owners thereofinBasicLeasePaymentstobemadeby Evidencing UndividedProportionateInterestsofthe Wells FargoSecurities Loop CapitalMarkets $94,920,000*
Maturity Date:February1,asshownontheinsidecover PNC CapitalMarketsLLC RATINGS: (See"RATINGS"herein) RBCCapital Markets
ADDITIONAL INFORMATION
The initial term of the Series 2008B-1 Lease commenced on May 28, 2008 and continued through and including June 30, 2008, has been automatically renewed annually to date and is automatically renewable annually through June 30, 2032, with a final renewal term of approximately ten months from July 1, 2032 to May 1, 2033, unless earlier terminated as described herein. The initial term of the Series 2008B-2 Lease commenced on May 28, 2008 and continued through and including June 30, 2008, has been automatically renewed annually to date and is automatically renewable annually through June 30, 2022, with a final renewal term of approximately ten months from July 1, 2022 to May 1, 2023, unless earlier terminated as described herein.
The initial term of the Series 2009A-2 Lease commenced on February 26, 2009 and continued through and including June 30, 2009, has been automatically renewed annually to date and is automatically renewable annually through June 30, 2028, with a final renewal term of approximately seven months from July 1, 2028 to February 1, 2029, unless earlier terminated as described herein.
The School Board has previously, and may in the future, enter into other Leases under the Master Lease. Failure to appropriate funds to pay lease payments under any such Lease, or certain events of default under any such Lease, will result in the termination of all Leases, including the Transaction Leases. The proceeds of the disposition of the facilities leased under the Series 2008B-1 Lease will be applied to the payment of the Series 2016C Certificates allocable to the Series 2008B-1 Lease, equally and ratably with the Series 2013A Certificates allocable to the Series 2008B-1 Lease, the Series 2015B Certificates allocable to the Series 2008B-1 Lease, the Series 2015C Certificates allocable to the Series 2008B-1 Lease and the Series 2015D Certificates allocable to the Series 2008B-1 Lease (each as described herein), after payment of the expenses of the Trustee and then as described in the Series 2008B-1 Lease. The School Board may not be dispossessed of the Series 2008B-2 Facilities, the Series 2009A-2 Facilities (each as described herein) or any personal property financed or refinanced, in whole or in part, with proceeds of Series 2016C Certificates.
Co-Special Tax Counsel will express no opinion as to the tax-exempt status or the effect of securities laws with respect to the Series 2016C Certificates following an event of non-appropriation or certain events of default under the Master Lease which results in termination of the Lease Term of the Transaction Leases. Transfer of the Series 2016C Certificates may be subject to compliance with the registration provisions of State and federal securities laws following an event of non-appropriation or certain events of default under the Master Lease which results in termination of the Lease Terms of the Transaction Leases. (See "TAX MATTERS" and "RISK FACTORS" herein.)
SUMMARY INFORMATION
$94,920,000(1) Serial Series 2016C Certificates Maturity(1) Principal Interest Initial (February 1) Amount(1) Rate Yield Price CUSIP No.(2) 2019 $19,750,000 2020 5,490,000 2021 4,430,000 2032 31,735,000 2033 33,515,000
(1) Preliminary, subject to change. (2) CUSIP is a registered trademark of American Bankers Association. CUSIP data herein is provided by Standard & Poor's, CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc. CUSIP data herein is provided for convenience of reference only. The School Board, the Financial Advisor and the Underwriters and their agents take no responsibility for the accuracy of such data.
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
UC@T@SD@T! %88@SUDAD86U@T
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( & $ &< . < ! &" . & & 2&2 & & & & < & ! &2+ <=<< &+ ( & $ &< . ? ! 0 9 &0 < & . &2 < < & + & & $ &< < & & < & ! &2+ " ++& + 2&2 < & & + & <0 8 0 <( ( 2&2 2 & & 2 & <*- & 2& & $ &< & 2 & < & & 0() #: $ #(:%: ( * 9 & = 0 & : ! 2 & < & $ &< . & <L" & +& 2 & <
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( & 2 <*- & 2& & $ &< 2 % & & + " + + " $D 0: & 0E & 2 & 2& ! 2& 2 & & & 2 & <*- < : & < & DE & H*- " 3 &. & ' &< & H*- " & * &< & H* - " & &< & H* - & &< & H*- "DE & H* - " 3 &. ;& < &
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Q rhr
Optional Prepayment ( & $ &< &+ & < & % & & " OO & > 2& 2 2 < * & ( & $ &< &+ < & % & &" OO& > 2& 2 2 < * & <& 2& 2 <*- * & 2 & (& - ". &2& % & &" OO & & < &" <2&" & & < & < & $ &< && 2 + < 2&2 2 & < * - & (& - + * & 2& 2 " . & & (& & "& 2 & 3 M < 2&2 2 & < * - & 2& & $ &< &2 & & < 2& 2 " + &. & & & 2
Extraordinary Prepayment. ( 2&2 2 & < * - & (& - & 2& & $ &< > 2& 2 ! < (& - & 2& & 2 < < < *- & & ? (& ! < & 2 &2 2 & (& +& 22 (& - ? > 2& ! & 2 ! (& -
No Extraordinary Prepayment in the Event of Damage, Destruction or Condemnation of the Refinanced Facilities ( & $ &< & > ?& & &2& 2 2& & & ! < + " & & < < # < % 0() (# (:= - - 0< &< & & +& + & 3 & < & & 2& & # < % & $ &< ! < + " & & < %
DTC Procedures Investors should note that while DTC is the registered owner of the Series 2016C Certificates, partial prepayments of the Series 2016C Certificates will be determined in accordance with DTC's procedures. The School Board intends that prepayment allocations made by DTC, the DTC Participants or such other intermediaries that may exist between the School Board and the Beneficial Owners of the Series 2016C Certificates be made in accordance with the method of selection of Series 2016C Certificates for a partial prepayment described herein. However, the selection of the Series 2016C Certificates for prepayment in DTC's book-entry only system is subject to DTC's practices and procedures as in effect at the time of any such partial prepayment. The School Board can provide no assurance that DTC or the DTC Participants or any other intermediaries will allocate prepayments among Beneficial Owners in accordance with the method of selection of Series 2016C Certificates for a partial prepayment described above.
Notice / 2& 2 < & $ &< & 3 & " (& . 2 < & 3 & (& +& "2 + 2& 2 " & ?D$E &< . &&D'E < & & 2 < 2 2& 2 & DE &< . & <! DE < & & 2 < ?& & &2& 2 2 & < - ( & < (& - " & < & $ &< &2 & & < 2& 2 +. 2& 2& 2 " < & & < " . << ! < 2& + < & 2& 2 < & $ &<
& & < 2 2& 2 < & $ &< + +! =. & < << & $ &< " &DE & . 2 . (& << 2 2&22 & < *- & 2& & $ &< > 2& 2 " 2 & & & 2 "2 2& 22 2& 2 " &DE . 2& 2 & 2 < < & 2& 2 (& & 2& & & 2 : ! <2& 2 +! & & ! " 2& 2 < &. .+! . &9
As long as a book-entry system is used for determining beneficial ownership of Series 2016C Certificates, notice of prepayment will only be sent to DTC. DTC will be responsible for notifying the DTC Participants, which will in turn be responsible for notifying the Beneficial Owners. Any failure of DTC to notify any DTC Participant, or of any DTC Participant to notify the Beneficial Owner of any such notice, will not affect the validity of the prepayment of the Series 2016C Certificates.
Selection of Series 2016C Certificates to be Prepaid. :< < & $ &< . < & 2 2& 2 2 & (& +& " 2& & & $ &< & 2 & < & $ &< 2& 2 . & & < &. && 2 < 2&22 & <*- & (& - + * & . 2& 2 < 2&2 2 & < * - & 2& & $ &< &2 & & <
Effect of Prepayment :<" & 2 " < & 2 < & 2 & < & $ &< &2 & & < 2& 2 & (& ! & < & & 2 < < 2& 2 +! & ! " <& < & & 2 " & 2 & < & $ &< & 2 & & < < &2& 2 . & :< & ! & 2 " 2&22 & & 2& & $ &< &2 & & <. & & 2 & . ! & & $ &< < &2& 2
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Payment of Series 2016C Certificates Upon Discontinuance of Book-Entry Only System ;2 < 9 & < & & $ &< " 2&22 & && 2 & < & $ &< . 2 + &2 & & << < (& ;2 " & 2 & & 2& & $ &< . 2 9 & &< < (& " & + & . & & . &< & + & (& < < 2& + : & . & 2 & $ &< D 0# & 0E & 2 & 2 .& &< &. ; & + & . & < L"" & & ++& + 2&2 < & $ &< " 2 & .& & 3 & ! & # & 2& & : & ( (& &+ & + & . && < < & < .& &< &
T@8VSDU`APSUC@T@SD@T! %88@SUDAD86U@T
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E 2 &"% & " < & & + ! < & 2 & 2 &2 & 22& 2& / 2 & " & &+ 2&2 G <% %< < & && 2 & ! + < &0& 3 & << &"0. & - + & : 0& 3 & << &"0 && ! 2 IH ! && 2 &+ & &+ : 2 &+ !" && . . & 2 + ! < & 2 < < 0:(#: ( # , ; %=# :( - #=6 ( - 2 = & 0 0 , -=# ( B #= ;# M# - +! :! << + , & (? 0 & * + & ! <& ! & ? & 22++ ! @$2 & < ? 2 ! <& 2 & 2& 2 &. 0 , -=# ( B #= ;# 0 & Arqr hyT pr % && ! & & ! & 2 7 &% . & L "$$" < & ' L "I@H"$'%A & ( + & ! &+ $< &22& ? LH"I'"$H$ : & ! " && ! < &< &! < & +& < & 2 < & 2& +& : < & " & & ! L H"I"$ & # ! & "L"I$"II$ & 6 * L "@@"' $2 & # ( 27& ( &..& LI' @ < & ' < &+ + & 2 <# ( 2+& ". 2 ! &< & & # ( 2+& & 2 & & & ( && ! < & # ( 2 +&.& < &%A & '" ' <L' "L' $ L "& 2 ! 9DTUSD8US@W@IV@TAPS86QDU6GQSPE@8UT ( & &! & ! < & 2 2& > <& & & ( > & + & < & ! & & & < & . 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"< " && ! < & ThrDqrirqr7ruhyssur9v vp ( * & < 2= * & &! & +2 & < &G & < & ! &! <& & +& ( 9+ < & 3 & & & * & < & & & & 2 & & . <& & . & < L'"'"$'I< & '"L'" "@@< & L'"'$"II< & $ Gphy8hvhyPyhT pr ( - =2 + - ! : 0& 3 & << &0 + ! < & 2 &+ 2 &2 " & ! + 2 & ID E"% & " 9 . 0- =2 + - !0< &2 2 &2 ( - =2 + - ! 2&& & < < 9 * - . & 2 & $ &< " . & & < &< . & - : H " % & - + & & ? < !<& << I @ " % & - + & < & && ? !<& I D 0 , -=# ( B #= ;# M # - +! :! << + , & (? MReduction in Local Option Millage Levy; Legislation Waiving 75% Limitation on Use of Local Option Millage Levy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eduction in Local Option Millage Levy; Legislation Waiving 75% Limitation on Use of Local Option Millage Levy0 & R# & <2+ <9S I ( < .+ < & + !. 2& ! ? ! &+ < ? 2 & 2& & $ &< +& & &< && ." +@$M < ? ! F 6vpvhrqGphyPvHvyyhtrGrSrv rq 8r 7hvpGrhrQhrSr rrrqiurTr vr! %88r vsvphrhqurQ v 8r vsvphr IrUhhiyr6rrqWhyhvA`! %) L $ " I"$"HHHDE - =2 2= + K (? # @$ M Millage Levy Required to Satisfy Basic Lease Payments Represented by the Series 2016C Certificates and the Prior Certificates UhySrrrBrr hrqi $vyyGrh(%>pyyrpvA`! % *"&&#%"$"' ( ? - D%A ED E L '""H + - ! <? *- D'E @$$ *Millage does not include discretionary millage that was also levied by the District (0.061 mills equals $15,350,184 in additional revenue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qphvhyAhpvyvvrDhpArr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puy9v vpsHvhv9hqr8Ay vqh @qphvhyAhpvyvvrDhpArrSrrr % :2% # ! %A & &. * < . * < 6 ' * <& & & ( L '"" ' L"I'"I LI" H"@@ L'"$"@' '"H@"H "" "I"@ "H'"' ' "I@$" II "II@"@I '"$"H "$@"@H "I@I"@' "@'"H'' "''"@ H" "HH "HH"$$ H'@"$ "''"' $"@H"H PiyvthvVqr V ryhrqGrhrQ puhr6t rrr ( * & & 2 & +& .* < &- + 2" -- (& - + &2 & " & . LI"''"'H L$"I "HH" & 2 ! " 2& +" < & & 2 & +& 2 & & & - ; &. ?2& =<< &+ " < & 9 2 & 2 & +& " & ! < < & 2 & +& ". << - ( & & & < (& - & &- GrtvyhvSryhrq8yhTvrSrqpvhqQ rFQ t h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r 6rr ! & ? ! " &" 2 & 2 & ! & ? ! 2 & &+ 2 & 2& 2 & # 2 & 2& 2 & ! & < 6 & & 2 & 22& & ? 2 . & 0 # , & (? M ! = & ) 0 ."? & + 2 & 2& 2 & 2 & <<&&9 ! ( < .+ <& 2& 2 && + & ? 2<& ! & ? F& + " " & " <" && + ! & : " & & 2 ? 2 < &. ." 2" " . &9+ . &<& < & + ! & ( 0 ? 2 0 ? 2 <& ? <& L " < ! < & 2 . & 2 & " <6 & < & <! 2& ! < & ? 2 < 2 L " ! < 2& 2 &+& &L"<& ! & ? & & ! +& & " && & "! & ! 9& 2 & <<&&9 ! Q prq rs Q r 6rr ( & 2 & 22& & < D 0& 2 & 22& &0E & 2& 2 &! & + 2 & 2& 2 & < 6 & < & ( & 2 & 22& & & ! < & 2 & 2& 2 & 6 < & < " &" 2" & + 2 ?+ & > ! " + > ? 2 ? ! ( ? ! ?+ ! & + < & + & ?+ ! & + " + 2& 2 + 2 &+ + % + & & ?+ " + &< & 2 & 22& &= & && " & 2 & 22& & < 2& 2 & . & < 2& 2 ! 2& 2 + 2& 2 & :< ! 2& 2 & . & ! & &2& 2 & 22& <&&9 ! " . &< 2 . &9 < & 2 & 22& > * & D 0, > * & 0E ( , > * & && <. & < " & < * & " 5 &22 5 & 22 * & ( , > * & 2 &+ 2 9 > ! & 2 & 22& &"< ! . & < <& &9 ! ( < , > * & 22 & & ( , > * & &< .& +& 2 &< & 2 & 22& & ! ( + & <?& @ " % & " & 3 & ?2 & 22 + ! & + < < & 2& 2 & 9 & 3 & 2& 2 < ? D+ & 3 IM < ! & ? " 22 & "<E.& 2 2& 2 & .! 2 2 + &< & 3 D & 2&E ( < & &2& ! ?2 &G< & 9 & 3 & 2&2 < & 3 D & 2&E.& < ?2 &G2 ( & 2 & 22& &22 < &< + < ?+ ! <& + 2 & 2& 2 &" 2& 2& <?& . &< (? &= & (2 & 2&+ <?< & ! & ! & < & ( ? < ! &22+ &++ !& ?+ " ! & ? & (? & & !& ?+ 0 , < (? & 2 &0 .< & < ! TrvturHvyyhtr ( & 2 & 22& & (? & ! & ? . / ? <& " & 2& ! & ? ! " &" 2 &?+ & ( % & ! + & & ! < & 2 & < DL2 &L" <? & 2 & 2& 2 &! E I" % & "< & & + !< & 2 & 2 &2 & 22& 2& < &< & < <% & 2& < / 2 & " & &+ 2&2 G 22& 2& < % & % & +& D0% %0E < < & && 2 & ! + &< & < <% & 2& < 0& 3 & << &"0. & - + & % &< & $" &G& 3 & << &+ I : 0& 3 & << &"0 && ! 2 IH ! && 2 &+ & &+ 2 < &2 < < ) . ! &" & ! 2 < &2 < < < 2 &+ & &+ ( & !+ $HI< & 2 &+ & &+ $< & 2 & &+ < & $ ( + & 22 ? ! < & 2 & 2 &2 ( + 22 ? 22& ! & < & 3 < & < &+ & + & 2 ! + & " ? 2 ." < <& ! ? 2& 2 & ! . ?+ &G & 2 ! > & # ! &! <& ! & 2& 2 &? & + "& 3 & % & ." 22 <+ ! @$2 & < ? 2 ! <2& 2 & ! & ? & ! ? < + & 3 & 8vvhy6rqrSryhrq6qWhy rUhr ! = &) *! && < & ! & "@@ " & ,::" < % & . + & ." << " & > ! < 2& 2 & & <DE& 2 & < < & 2& & & &D E 2 & + + && : ?< & & &"; ! &+ " @$IV" & && 2 &< & 2& + & && 2 & ; 2& <- &" * & <- & % & &" 2& ! DE ? > ! "D E< & + < . &2 < 2& 2 & & 2 & < 2& 2 & & > ! <6 & < &< .+ & < &+ < "D'E . 2& 2 & > ! <6 & < &< .+ < " DE+ " " & & 2& ! 2& ! < & + &." & < &2& ! ( 9 . 0! = &) 0 ( << ! < .6 &"@@' "2 & & + 2& & < <% & + << 2& 2 &! +6 &"@@. @@ ! + &< & &+ 2 : ! & I" $ + & " ! & < % & 22& ! ".2& ! < && D ! & ?E ? 2 L"<& L " < & & . & << ! 6 &" I 2& ! <& < ! & ? < & &2 & ! & << ! &I" $"& 2 ! SrprGrtvyhvrDvvhvrhq8vvhy6rqr6ssrpvt6qWhy rUhr ! & % & << + , & (? ! 22& ! ! & & 2 + < .+ Constitutional amendments related to ad valorem exemptions =6 & @" H"2 > .% & G2& 2&&" & 3 & <! &22& ! ? 2+ &2 & <2& 2 &G ! <& ? ( . & << ! < & H? &D H @< &< & + ! & E ( < .+& < & < &2 &2& ! F & ! < & ? 2 < & ! < 2& 2 & . L" LI"" + ?+ ? 2 < &2& 2 &. ! 3 & +& & LI" 0 # , & (? ! = & ) 0 ! < & &2 < ? 2 Uuv rrv qr hy puy qv vphr & . & < 2& 2 & &< & & 0! = & ) 0 < D 2 L"E . 2& 2 &2 & .. & < < &2& ! 2& 2 & . <22 < > ! < . +& & & 3 > ! < 2& & :< > ! < . > ! < 2& & " . & < 2& 2 & &< & 2& 2 & < & 0! = & ) 0 <" 2& 2 & 3 + > ! < . ! > ! < 2& & 2 ! < 2& & ! " ! = & ) + & & ! & ? < & 2& 2 & . ? 2 & <& 2 & D'ME & & << Uuvrrvhyvrhyyhrvpyqvt puyqv vphr ' ? 2<& ! & ? L " < ! <2& 2 & > + 2 & 2& 2 &? Uuvyvvhvhyvrhyyhrvpyqvtpuyqv vphr - & ! < 2& 2 & M 2 & &" > & > ( 2 & . << < & & 2 & " > ? <<&! ! < & Uuvyvvhvqrhypuyqv vphr %& ! & < . &" ! = &) 2 2 &2& ! & ! ! > + + ( 2<< ! + &&+ ! = & ) 2 .< & & 3 & < & ? < & 2& 2 &" ! < G 3 & 2& ! &! + : < % & ; 2 &2& ! 2 ? < ? &+& + & . &! = &) ( & ! & > &+ 2 < 2& ! ) . ! &" & & < & + 2& ! . < 2 2 & &< & < + & Exemption for Deployed Military Personnel : ! & 7 & ! &22& ! .2& ! ? 2 < & 2 &2 & ( ? 2 3 2 & + < &+ 2& & & & & . &. 2 < ; 22 & < & 2 & + + & ( 9 << 6 &" ' Reduction in Local Option Millage Levy. : H" I" % & " . & ? + & & ! < & 2 2 &2 D& < && =<< &+ - =2 + - !E<& I + %A & H@ : > . & " G & < & < & 3 & << &< & & ".& < < + D ?& ! E<& 2 2 &2 2 & 2 &2 ) . ! &"< & ! + & <& & - =2 + - !& << 9 2 & 2 & +& & 2& & 6 '" H" 3 & ! + & <& < 2 &++ ! 9 2 I"% & ". @" 2& ! < & < .+FDE & < ? - =2 + - ! <& I J DE .! & < & < & <2& <& - =2 + - !< & 2 & +& & < & 6 '" @"< & @%A &D . ! &" 0Legislation Waiving 75% Limitation on Use of Local Option Millage Levy0 .< &< & & +& + 2& ! EJDE< & ! <& << 9 2 & 2 & +& & 2& & 6 '" @" & &&<? 2 " &5 < & & ! 2 < & 2 2& ! < 3 ! < & & < & 2 & 2& ! 7 & 22& 2& J D!E &5 < & & " 2 &> &! " ! 2 < &&2 &< && 2 &+ ( &5 ! + & D!E & < ?2& 6 '" Legislation Waiving 75% Limitation on use of Local Option Millage Levy I" % & ".< & & < ..! & < & < & <2& <& - =2 + - !< & 2 & +& & < & 6 '" @ & ! " .! &. &5 < & @%A &D & DE < 2& +2&+&2E 2& ! << ! 6 " Other Constitutional Amendments and Legislation Affecting Ad Valorem Taxation &+ & + & +! " + & 2 6 # @ D06#@ 0E 6#@ . & 2& ! &. . & % & & < &+& &! 3 << & & ! &G ! & ? 2& 2 & ( << ! 6 &" ' &+ & + & +! 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" &9+ &! & ! & &! &"< &. ! & ! & 2 / %&+ 8 2 & & "<& " ++ & . 2 &< & &! < & & & & & < && 2 ! - 2 2&9 -- D0- 0E" < ; &.& & < & $ &< " & & +& D 0& +& 0E . < ;* % &! : D0;*%0E *9 & : D0*0E< & & & < & & << &+ &+ 2& & & +& " < ;*% * . 2 & & $ &< <& - &+ 2& + 2 & < + 22 & $ &< <& ADI6I8D6G69WDTPS % + " : " & 7 " % & " &!+ < ! & * & .& 2 < & $ &< ( < ! & ! * & && + 2+"& &+ < & $ &< ( < ! & + &9 &9 9 2 ! &< & & 2 < & &" 2 & <& < < & =<< &+ %+ ": 2 ! &<& ++ < &.&+"& + & & + 2 & &2 & I DI9@Q@I9@IU6V9DUPST ( 7 & &2 % < * & < < & & 6 '" =<< &+ ! #;--" 2 &" & & 2 & 22 &+ 0 :B * M B #( 7 %#= () 7 # - ;#= %: : - ( ( (=%() )==-*= #=%: : =; (A"%-=#: %=#() %: -A # 6; '" : ( ;:(=#G# =#(0 & < & & < < & ( 2 & < < & 2& 2 ( < . & & & . & 2 & & ! < & 2 & 2 &G 2 " <& & < & & 2& 2 " & 2 & < & & #;-- 2&2 << &+ < & $ &< APSX6S9GPPFDIBTU6U@H@IUT ( << &+ &0< &.& 9+ 0 &+ * & G & &G 2 & " 2 &< & < " + < & 2 &< & " 2 > ! 9 < ! 2+ ?2 + ( & 2 & < 2 .& > +< & " <.& & < * & && ( . & 0"00. "00 "00."00 ?2 "002 "00 ! "00 "0 02"00 0 & ?2& & < < &.& 9+ & << & &<& ?2& &2 < &.& 9+ 8PIUDIVDIB9DT8GPTVS@ ( * & ! &9 < & < < & $ &< & 2& ! &<< & 2 &+ & + & & $ &< &D 0 # 2 &0E" 2& ! < && < & & ! "< & ! 22 + & $ &< & + ( &9+ & 2 & < + & & 3 & < # DEDE D 0# 0E +! "> & &! ( # 2 &. < * & . 2 & # 9+ * & ! & 2 &9 D0 0E & % & < & + +& & :B ( < & ! . < * & . ( 2 < & < < & # 2 & < & ! & & 0 :BM%=#=% : -=;# : : (:= 7 ( 7# ( 0( &9+! & & ; &.& & 2+. # : 2<! &" * & < 2 && 2 . + & + HDT8@GG6I@PVT ( < & & > + . 2 &! & <& &<& < & $ &< & + <<& < * & & &<& & < ( & < & " ? &2 & < & & < & & 2 &2 & 2 < 2& ! < & " & < & & " +& & < & < 2 < & < < & + & $ &< " & < & & 2 < & $ &< &+ + < & & < 2 2 < & & 3 - & % & 5"(& & &"=<< <(& &+ "# $" * & & * +" ! ""% & ''' D F'@@$H &%?F'@@$E & &+ << &+2 & < & & $ &< "<& % ! &F I %+ ": " - * !& " " &7 "% & '''D F D'EH$@@ &%?FDIEHI'E (=<< &+ . < & & < && & & 2& & " . & 2&" < & & 2 &2 =<< &+ ! !+ & < 2 & < ". & & ?2& & & 2& << & 2& . & 5 & =<< &+ & .! & &.&+ & & &+& . * & 2 & & & & < < & $ &< (=<< &+ ? ! & < < & & < * & UC@T8CPPG7P6S9PAHD6HD969@8PVIU` AGPSD96 *F &"( * & < " % & *F 2 & T & &"( * & < "% & I' [THIS PAGE INTENTIONALLY LEFT BLANK] 6QQ@I9DY6 @8PIPH`6I99@T8SDQUDW@TU6UDTUD8T PAUC@9DTUSD8U6I9HD6HD969@8PVIU`AGPSD96 [THIS PAGE INTENTIONALLY LEFT BLANK] APPENDIX A ECONOMY AND DESCRIPTIVE STATISTICS OF THE DISTRICT AND MIAMI-DADE COUNTY, FLORIDA The following highlights the economy of Miami-Dade County and the District. Population The following table reflects historical trends and forecasts future population growth in Miami- Dade County: Historical and Projected Population in Miami-Dade County, Florida Percent Growth Total in Total Year Population Population Trends(1) 2013 2,617,176 2.6% 2012 2,551,290 1.4 2011 2,554,766 2.3 2010 2,496,435 1.3 2009 2,463,943 1.1 2008 2,436,062 0.8 2007 2,415,576 0.4 2006 2,405,911 0.8 2005 2,385,872 1.2 2004 2,358,684 1.0 2003 2,336,070 0.9 2002 2,315,747 1.2 2001 2,287,458 1.5 2000 2,253,362 16.3 1990 1,937,194 19.1 1980 1,625,509 28.2 1970 1,267,792 N/A Forecast(2) 2040 3,260,274 3.2 2035 3,159,356 3.4 2030 3,056,689 4.2 2025 2,932,378 5.2 2020 2,788,075 5.8 2015 2,635,261 N/A ______N/A = Not Available SOURCE: (1) Florida Research and Economic Information Database Application. (2) University of Florida, Bureau of Economic and Business Research, Population Projections by Age, Sex, Race and Hispanic Origin, June 2014. A-1 The following table presents a breakdown of Miami-Dade County's population by age since 2000 and forecasts population within each age category through 2040. Estimated Population By Age Miami-Dade County, Florida (2000 to 2040) Census Projections Age 2000 2010 2015 2020 2025 2030 2035 2040 Total 2,253,362 2,496,435 2,635,261 2,788,075 2,932,378 3,056,689 3,159,356 3,260,274 0-4 145,752 149,937 153,536 156,882 162,730 164,888 166,148 166,990 5-17 413,461 395,791 408,777 420,921 440,199 445,359 461,898 466,454 18-34 542,307 ------18-24* -- 247,340 248,960 244,019 254,704 267,350 269,635 278,401 35-54 644,732 ------25-54* -- 1,079,481 1,123,120 1,157,591 1,188,666 1,221,373 1,267,372 1,308,258 55-64 206,558 271,873 306,544 358,031 376,933 370,404 360,930 365,879 65-79 222,113 254,116 281,394 328,509 368,333 436,823 454,279 481,817 80+ 78,439 97,897 112,930 122,122 140,813 150,492 179,094 192,475 ______*Age banding revised for years 2010 through 2040 SOURCE: University of Florida, Bureau of Economic and Business Research, Population Projections by Age, Sex, Race and Hispanic Origin, June 2014. Largest Employers The District is southeast Florida's largest single employer and Florida's second largest employer, public and private. The following is a listing of Miami-Dade County's principal employers: Miami-Dade County, Florida Principal Employers (Unaudited) (2014 and 2006) 2014 2006 Percentage of Percentage of Total Total Employer Employees Rank Employment Employees Rank Employment Miami-Dade County Public Schools 33,477 1 2.57% 54,387 1 4.63% Miami-Dade County 25,502 2 1.96 32,265 2 2.75 Federal Government 19,200 3 1.48 18,900 4 1.61 Florida State Government 17,100 4 1.31 20,100 3 1.71 University of Miami, Inc. 12,818 5 0.99 9,367 7 0.80 Baptist Health Systems of South Florida 11,353 6 0.87 10,300 6 0.88 American Airlines 11,031 7 0.85 9,000 8 0.77 Jackson Memorial Hospital 9,797 8 0.75 11,700 5 1.00 Publix Super Market 4,604 9 0.35 - - - City of Miami 3,997 10 0.31 - - - Florida International University - - - 5,000 10 0.43 Miami Dade Community College - - - 7,500 9 0.64 United Parcel Service - - - 5,000 10 0.43 ______SOURCE: The School Board of Miami-Dade County, Florida Comprehensive Annual Financial Report for the Fiscal Year Ended June 30, 2015. A-2 Miami-Dade County, Florida Comparison of Unemployment Rates Miami-Dade County, the State of Florida, the United States (2005 to 2014) 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014* Miami-Dade County 4.6% 4.1% 4.1% 6.2% 11.3% 12.5% 11.2% 9.5% 8.4% 6.9% Florida 3.8 3.3 4.0 6.3 10.4 11.3 10.3 8.6 7.2 5.4 United States 5.1 4.6 4.6 5.8 9.3 9.6 8.9 8.1 7.4 5.6 ______SOURCE: Florida Research and Economic Information Database Application. Miami-Dade County, Florida Property Value and Construction (Unaudited) (Last Ten Fiscal Years) (1) (1) Commercial Construction Residential Construction Real Property Number of Value Number Value Commercial Residential Nontaxable Year Buildings (in thousands) of Units (in thousands) (in thousands) (in thousands) (in thousands) 2004 794 359,033 9,603 982,420 27,473,191 116,239,333 26,120,760 2005 914 273,735 8,893 1,031,757 23,855,015 139,613,985 28,092,145 2006 394 327,729 8,001 899,980 23,738,025 169,866,793 31,261,236 2007 288 295,413 2,404 315,586 16,598,833 215,572,532 34,845,321 2008 274 477,442 1,262 159,407 9,129,832 258,170,144 38,811,047 2009 202 263,754 556 55,417 21,389,310 256,121,227 49,938,388 2010 231 184,566 1,453 129,129 45,391,928 204,558,802 48,598,065 2011 120 54,001 1,963 182,480 61,227,950 160,866,687 48,224,847 2012(2) 95 130,148 1,535 187,533 55,104,068 157,542,515 47,440,391 2013(3) 105 81,734 2,387 309,243 61,467,136 162,113,516 46,528,940 ______(1) Unincorporated Miami-Dade County only. (2) Real Property Value, total actual and assessed values for Fiscal Year 2011 were adjusted to reflect the Final 2011 Tax Roll certified on May 28, 2014. (3) Total actual and assessed values for Fiscal Year 2012 are based on estimates on the First Certified Tax Roll made on October 18, 2012, prior to any adjustments processed by the Value Adjustment Board. SOURCE: Miami-Dade County, Florida Comprehensive Annual Financial Report for the Fiscal Year Ended September 30, 2013. A-3 Miami-Dade County, Florida Demographic and Economic Information (Unaudited) (Last Ten Calendar Years) Total Personal Per Capita Income Personal Civilian Year Population (In 000's) Income Labor Force Median Age 2004 2,338,382 69,724,010 29,817 1,097,454 37 2005 2,356,378 75,090,488 31,867 1,113,560 37 2006 2,376,343 82,481,222 34,709 1,158,801 37 2007 2,402,208 85,978,571 35,791 1,192,231 38 2008 2,387,170 88,954,732 37,264 1,205,913 39 2009 2,398,245 90,915,774 37,909 1,218,871 39 2010 2,563,885 92,227,399 35,972 1,257,324 38 2011 2,516,515 97,815,794 38,870 1,300,030 38 2012 2,551,255 100,688,604 39,466 1,290,751 39 2013 2,565,685 N/A N/A 1,296,680 N/A ______N/A = Not Available SOURCE: Miami-Dade County, Florida Comprehensive Annual Financial Report for the Fiscal Year Ended September 30, 2013. A-4 6QQ@I9DY7 @Y8@SQU@9Q6B@TASPHUC@B@I@S6GQVSQPT@ADI6I8D6GTU6U@H@IUT PAUC@T8CPPG7P6S9PAHD6HD969@8PVIU` AGPSD96APSADT86G`@6S@I9@9EVI@"! $ 6I9DI9@Q@I9@IU6V9DUPSTS@QPSU [THIS PAGE INTENTIONALLY LEFT BLANK] B-1 DE C I-DA O M UN IA T M Y giving our students the world P U S BL OL IC SCHO B-2 Independent Auditor's Report Chairperson and Members of The School Board of Miami-Dade County, Florida Report on the Financial Statements We have audited the accompanying financial statements of the governmental activities, each major fund, and the aggregate remaining fund information of The School Board of Miami-Dade County, Florida (the School Board), as of and for the year ended June 30, 2015, and the related notes to the financial statements, which collectively comprise the School Board’s basic financial statements as listed in the table of contents. 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 opinions 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 and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of 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 opinions. Opinions In our opinion, the financial statements referred to above present fairly, in all material respects, the respective financial position of the governmental activities, each major fund, and the aggregate remaining fund information of The School Board of Miami-Dade County, Florida, as of June 30, 2015, and the respective changes in financial position, and, where applicable, cash flows thereof for the year then ended in accordance with accounting principles generally accepted in the United States of America. Emphasis of Matter As discussed in Note 1 to the accompanying financial statements, the School Board adopted the recognition and disclosure requirements of Governmental Accounting Standards Board Statements No. 68, Accounting and Financial Reporting for Pensions, an Amendment of GASB Statement No. 27 and Statement No. 71, Pension Transition for Contributions Made Subsequent to the Measurement Date, an amendment of GASB Statement No. 68, effective July 1, 2014. The net position balance of the governmental activities as of July 1, 2014 has been restated. Our opinion is not modified with respect to this matter. B-3 Other Matters Required Supplementary Information Accounting principles generally accepted in the United States of America require that the management’s discussion and analysis, budgetary comparison schedules, schedules of the proportionate share of net pension liability, schedule of changes in the net pension liability and related ratios, schedule of investment returns, schedules of contributions, schedule of funding progress, and schedule of employer contributions, as listed in the table of contents, be presented to supplement the basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management’s responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. Other Information Our audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise the School Board’s basic financial statements. The introductory section, combining and individual fund financial statements and other supplementary information, and statistical section are presented for purposes of additional analysis and are not a required part of the basic financial statements. The combining and individual fund financial statements and other supplementary information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the basic financial statements or to the basic financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the combining and individual fund financial statements and other supplementary information is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole. The introductory and statistical sections have not been subjected to the auditing procedures applied in the audit of the basic financial statements, and accordingly, we do not express an opinion or provide any assurance on them. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued, under separate cover, our report dated November 20, 2015 on our consideration of the School Board’s internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts, grant agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the School Board’s internal control over financial reporting and compliance. Miami, Florida November 20, 2015 B-4 MANAGEMENT’S DISCUSSION AND ANALYSIS (MD&A) B-5 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA MANAGEMENT’S DISCUSSION AND ANALYSIS (MD&A) JUNE 30, 2015 (Unaudited) The Management’s Discussion and Analysis (MD&A) of The School Board of Miami-Dade County, Florida (the District), is intended to provide an overview of the District’s fi nancial position and changes in fi nancial position for the fi scal year ended June 30, 2015. Since the focus of the Management’s Discussion and Analysis (MD&A) is on the current year activities, resulting changes and currently known facts, it should be read in conjunction with the District’s fi nancial statements, including the accompanying notes. Additionally, as a required part of the MD&A, comparative information for the current year and the prior year is presented for fi nancial analysis to enhance the understanding of the District’s fi nancial performance. Financial Highlights At June 30, 2015, the General Fund had a total fund balance of $124.6 million. This fund balance was comprised of $6.2 million of non-spendable funds, $5.4 million of restricted funds, $19.2 million of assigned funds and $93.8 million of unassigned funds. General Fund balance increased by $68.0 million or 120.3% from the previous year primarily due to an increase in tax collections, a reduction in fringe benefi ts as a result of favorable actuarial projections for health benefi ts, as well as the continued effort to curtail expenditures. Special Revenue funds ended the year with a fund balance of $22.2 million, an increase of $1.3 million or 6.1% from the previous year primarily due to a slight reduction in revenues as well as costs. Debt Service funds ended the year with a fund balance of $40.2 million, a decrease of $(31.6) million or (44.0)% from the previous year primarily due to the savings achieved during the District’s refunding of some of the outstanding Certifi cates of Participation. Capital Projects funds ended the year with a fund balance of $214.2 million, a decrease of $(112.7) million or (34.5)% from the previous year primarily due to the accelerated pace in the implementation of the GOB program. The Governmental Accounting Standards Board (GASB) issued Statement No. 68, Accounting and Financial Reporting for Pensions in June 2012 and GASB Statement No. 71, Pension Transition for Contributions Made Subsequent to the Measurement Date-an amendment of GASB Statement No. 68 in November 2013. These Statements are effective for fi scal years beginning after June 14, 2014. The adoption of GASB 68 and 71 are refl ected in the 2014-15 fi scal year fi nancial statements. These Statements require a new approach to recording an employer’s pension liability. This new approach refl ects the underlying notion that pensions are a form of compensation provided to employees in exchange for the services they provide to a government over the employees’ career. The implementation of GASB 68 and 71 resulted in a material increase in the District’s liabilities and a material impact on the District’s Net Position. During the 2014-15 fi scal year, the District’s General Obligation Bonds (GOBs) projects increased substantially with over 300 projects at various stages of completion. The School Board, at its May 13, 2015 meeting authorized the issuance of an additional $200 million in GOBs to be issued in fi scal year 2016 based on project expenditures and cash fl ow projections. Moody’s investors Service and Standard & Poor’s (S&P) rating agencies maintained an assignment of “A1 and “A” rating, respectively for the Certifi cates of Participation outstanding issues, and also affi rmed the General Obligation outstanding bonds ratings of “Aa3” and “A+” respectively. S&P reaffi rmed a stable outlook for the District. On November 4, 2015 Moody’s changed the negative outlook assigned to the District since 2014 to stable citing the District demonstrated willingness to make budget adjustments to meet funding levels and that the District’s management team is strong, tenured and implements industry-wide best practices. The change to stable outlook refl ects the likelihood that the District will maintain its narrow reserve position in the near to mid-term, and management’s conservative budgeting practices that support the likelihood of long-term fi nancial stability. B-6 USING THIS COMPREHENSIVE ANNUAL FINANCIAL REPORT This Comprehensive Annual Financial report is comprised of different sections. The following graphic is provided to facilitate the understanding of the format and its components: Basic Financial Statements Government-Wide Financial Statements Fund Financial Statements MD&A Other Required Supplementary Information Management Discussion & Analysis Required Supplementary Information (required supplementary information) (other than MD&A) Notes to the Financial Statements OVERVIEW OF THE FINANCIAL STATEMENTS The District’s Comprehensive Annual Financial Report consists of a series of fi nancial statements and accompanying notes, with the primary focus being on the District as a whole. The Statement of Net Position and the Statement of Activities are government-wide fi nancial statements that provide both short-term and long-term information about the District’s overall fi nancial position. The fund fi nancial statements report the District’s operations in more detail by providing information as to how services are fi nanced in the short-term, as well as the remaining available resources for future spending. Additionally, the fund fi nancial statements focus on Major Funds rather than fund types. The proprietary fund statements offer short-term and long-term fi nancial information about the activities of the District as it relates to the group health insurance program. The remaining statements, the Fiduciary Funds Statements, provide fi nancial information for those activities in which the District acts solely as a trustee or agent for the benefi t of others. The accompanying notes provide essential information that is not disclosed on the face of the fi nancial statements. Consequently, the notes are an integral part of the basic fi nancial statements. Government-Wide Financial Statements The Statement of Net Position and the Statement of Activities - Most of the activities of the District are reported in these statements, including instruction, instructional support services, operations and maintenance, school administration, general administration, pupil transportation, and food service. Additionally, all state and federal grants, as well as capital and debt fi nancing activities are reported in these statements. The Statement of Net Position and the Statement of Activities present a view of the District’s fi nancial operations as a whole, refl ect all fi nancial transactions and provide information helpful in determining whether the District’s fi nancial position has improved or deteriorated as a result of the current year’s activities. The implementation of GASB Statements Nos. 68 and 71 had a signifi cant impact on the reporting of the District’s liabilities as it relates to pensions and consequently a material impact to the District’s Net Position. Both of these statements are prepared using the accrual basis of accounting similar to that used by most private-sector companies. The Statement of Net Position includes assets plus deferred outfl ows of resources, and liabilities, less deferred infl ows of resources, both short and long term. The Statement of Activities reports all of the current year’s revenues and expenses regardless of when cash is received or paid. The two government-wide statements report the District’s Net Position and the changes that resulted from the District’s operations. The relationship between revenues and expenses indicates the District’s operating results. Over time, increases and decreases in the District’s Net Position are an indicator of whether the District’s fi nancial position is improving or deteriorating. However, as a governmental entity, the District’s activities are not geared towards generating profi ts as are the activities of commercial entities. Other factors, such as the safety of schools and quality of education, must be considered in order to reasonably assess the District’s overall performance, particularly because of the limited resources available. B-7 Fund Financial Statements The District’s fund fi nancial statements provide a detailed short-term view of the District’s operations, focusing on its most signifi cant or “major” funds. Certain funds are required by law while others are created by legal agreements, such as bond covenants. The District establishes other funds to ensure and demonstrate compliance with fi nance-related legal requirements and prudent fi scal management. The District has three kinds of funds - governmental funds, a proprietary fund and fi duciary funds. Governmental Funds - The accounting for most of the District’s basic services is included in the governmental funds. The measurement focus and basis of accounting continue to be reported using the modifi ed accrual basis of accounting, which measures infl ows and outfl ows of current fi nancial resources and the remaining balances at year-end that are available for spending. Furthermore, under this basis of accounting, changes in net spendable assets normally are recognized only to the extent that they are expected to have a near-term impact. Infl ows of fi nancial resources are recognized only if they are available to liquidate liabilities of the current period. Similarly, future outfl ows are typically recognized only if they represent a depletion of current fi nancial resources. The District’s major governmental funds are the General Fund, General Obligation Bonds Funds, and Capital Improvement-Local Optional Millage Levy (LOML) Funds. The differences in the amounts reported between the fund statements and the government-wide fi nancial statements are explained in the reconciliations provided on Pages 25 and 28. Proprietary Fund - The District maintains an Internal Service Fund as its only proprietary fund. Internal service funds are an accounting device used to accumulate and allocate costs internally among the District’s various functions. The District uses the internal service fund to report the activities of the group health self-insurance program. Since these services predominantly benefi t governmental rather than business-type functions, the internal service fund has been included within governmental activities in the government-wide fi nancial statements. The District’s proprietary fund activity is reported in the Statement of Net Position, the Statement of Revenues Expenses and Changes in Net Position, and the Statement of Cash Flows - Proprietary Funds on Pages 29 through 31. Fiduciary Funds - The District is the trustee, or fi duciary, for resources held for the benefi t of others, such as the student activities fund and the pension trust fund. The District’s fi duciary activities are reported in the Statement of Fiduciary Net Position on Page 32 and the Statement of Changes in Fiduciary Net Position on Page 33. The resources accounted for in these funds are excluded from the government-wide fi nancial statements because these funds are not available to fi nance the District’s operations. Consequently, the District is responsible for ensuring that these resources are used only for their intended purposes. Notes to the Financial Statements The notes provide disclosures and additional information that are essential to a full understanding of the fi nancial information presented in the government-wide and fund fi nancial statements. Other Information In addition to the basic fi nancial statements and accompanying notes, this report also provides certain required supplementary information, as well as combining and individual fund statements and schedules beginning on Page 104. B-8 GOVERNMENT-WIDE FINANCIAL ANALYSIS Statement of Net Position The following table provides a comparative analysis of the District’s Net Position for the fi scal years ended June 30, 2015 and 2014. CONDENSED STATEMENT OF NET POSITION - GOVERNMENTAL ACTIVITIES June 30, 2015 and 2014 ($ in millions) Difference % Increase Increase Categories 2014/15 2013/14 (Decrease) (Decrease) Current and Other Assets $ 728.7 $ 719.5 $ 9.2 1.3 % Capital Assets, Net 4,503.8 4,546.1 (42.3) (0.9) % Total Assets $ 5,232.5 $ 5,265.6 $ (33.1) (0.6) % Deferred Outfl ows of Resources Accumulated decrease in fair value hedging derivatives $ 26.6 $ 27.5 $ (0.9) (3.3) % Deferred Loss on Refundings, net 55.2 21.5 33.7 156.7 % Pension 199.5 - 199.5 - Total Assets and Deferred Outfl ows of Resources $ 5,513.8 $ 5,314.6 $ 199.2 3.7 % Current Liabilities $ 488.2 $ 423.3 $ 64.9 15.3 % Long-term Liabilities 4,411.7 3,662.7 749.0 20.4 % Total Liabilities 4,899.9 4,086.0 813.9 19.9 % Deferred Infl ows of Resources Pension 498.6 - 498.6 - Total Liabilities and Deferred Infl ows of Resources 5,398.5 4,086.0 1,312.5 32.1 % Net Position Net Investment in Capital Assets 1,444.1 1,480.1 (36.0) (2.4) % Restricted 55.3 69.5 (14.2) (20.4) % Unrestricted (defi cit) (1,384.1) (321.0) (1,063.1) (331.2) % Total Net Position $ 115.3 $ 1,228.6 $ (1,113.3) (90.6) % The District’s total assets plus deferred outfl ows of resources were $5.5 billion and total liabilities and deferred infl ows of resources were $5.4 billion at the end of the current fi scal year. The District’s net position totaled $115.3 million at June 30, 2015. The largest portion of the District’s net position, $1,444.1 billion refl ects its investment in capital assets (land, buildings, furniture, fi xtures & equipment), net of depreciation and less any outstanding debt used to construct or acquire those assets. Restricted net position in the amount of $55.3 million is reported separately to show legal constraints, from debt covenants and enabling legislation. The $(1,384.1) billion unrestricted defi cit in net position refl ects the shortfall the District would face in the event it would have to liquidate all of its non-capital liabilities, including insurance claims payable, compensated absences, pensions and other post-employment benefi ts, at June 30, 2015. Consequently, these long term considerations have a signifi cant impact on the resulting net position. The signifi cant increase in the unrestricted defi cit of $(1.4) billion resulted primarily from the implementation of GASB Statements Nos. 68 and 71. These GASB Statements required the District to record its proportionate share of pension liabilities as reported by the Florida Department of Retirement. A defi cit in unrestricted net position should not be considered, solely, as evidence of economic fi nancial diffi culties. The District is required to include all of its capital assets, net of accumulated depreciation, and of related debt, as well as all of its long term liabilities Consequently, these long term considerations have a signifi cant impact on the resulting Net Position. B-9 Statement of Activities The following table summarizes the changes in the District’s Net Position from its activities for the fi scal years ended June 30, 2015 and 2014. CHANGES IN NET POSITION - GOVERNMENTAL ACTIVITIES For Fiscal Years Ended June 30, 2015 and 2014 ($ in millions) Difference % Increase Increase Revenues 2014/15 2013/14 (Decrease) (Decrease) Program Revenues: Charges for Services $ 50.2 $ 53.2 $ (3.0) (5.6) % Operating Grants & Contributions 147.0 147.5 (0.5) (0.3) % Capital Grants & Contributions 75.7 60.1 15.6 26.0 % Total Program Revenues $ 272.9 $ 260.8 $ 12.1 4.6 % General Revenues: Ad Valorem Taxes 1,778.4 1,585.9 192.5 12.1 % Grants & Contributions Not Restricted to Specifi c Programs 1,476.3 1,605.6 (129.3) (8.1) % Investment Earnings 2.5 2.9 (0.4) (13.8) % Miscellaneous Revenues 54.0 43.8 10.2 23.3 % Total General Revenues 3,311.2 3,238.2 73.0 2.3 % Total Revenues 3,584.1 3,499.0 85.1 2.4 % Expenses Instructional Services 1,954.2 2,098.5 (144.3) (6.9) % Instructional Support Services 280.0 294.3 (14.3) (4.9) % Pupil Transportation 76.7 81.5 (4.8) (5.9) % Operations & Maintenance of Plant 357.8 359.1 (1.3) (0.4) % Food Service 159.5 159.7 (0.2) (0.1) % School Administration 154.2 158.3 (4.1) (2.6) % General Administration 12.6 11.7 0.9 7.7 % Business/Central Services 66.7 67.1 (0.4) (0.6) % Facilities Acquisition and Construction 101.0 69.5 31.5 45.3 % Administrative Technology Services 2.8 2.8 - 0.0 % Interest on Long-Term Debt 137.1 149.9 (12.8) (8.5) % Community Services 30.2 29.9 0.3 1.0 % Unallocated Depreciation 160.1 158.9 1.2 0.8 % Total Expenses 3,492.9 3,641.2 (148.3) (4.1) % Increase (Decrease) in Net Position 91.2 (142.2) 233.4 164.1 % Net Position, Beginning $ 1,228.6 $ 1,395.4 $ (166.8) (12.0) % Prior year restatement (Note 1T) (1,204.5) (24.6) (1,179.9) Net Position Ending $ 115.3 $ 1,228.6 $ (1,113.3) (90.6) % Beginning Net Position has been restated due to the implementation of GASB Statements Nos. 68 and 71, that required the District to restate Net Position in the government-wide statements to report the District’s net pension liability and related pension amounts for the defi ned benefi t plans. B-10 Governmental Activities The Statement of Activities reports gross expenses, offsetting program revenues and the resulting net expense (cost) by functions for the current year. The Statement in Net Position net cost of each of the District’s functions represents the expenses that must Reports be subsidized by general revenues, including tax dollars. As refl ected in the Total Net Position Statement of Activities, total expenses for governmental activities excluding Changes in Net Position Reports unallocated depreciation expense totaled $3,332.8 million, of which $272.9 million Revenues were fi nanced by charges for services and other program revenues. The resulting Expenses net costs of $3,059.9 million, excluding unallocated depreciation expense, were fi nanced primarily by Florida Education Finance Program (FEFP) dollars and property taxes. The table below, presents a comparative analysis of the cost and the net cost of each of the District’s functions: School Level Services include Instruction, Student Services (counselors, psychologists, and visiting teachers), Transportation, Custodial and Maintenance (including utilities), School Administration and Community Services; Instructional Support Services include Curriculum Development and Staff Training; Business/Central Services include Accounting, Budget, Payroll, Accounts Payable, Cash and Debt Management, Purchasing, Personnel, Data Processing, Risk Management, and Warehousing; General Administration; and Facilities Acquisition & Construction. NET COST OF GOVERNMENTAL ACTIVITIES For Fiscal Years Ended June 30, 2015 and 2014 ($ in millions) Difference % Increase Increase 2014/15 2013/14 (Decrease) (Decrease) Total Cost of Services Gen School Level Services $ 2,732.5 $ 2,887.0 $ (154.5) (5.4) % F Instructional Support Services 280.0 294.3 (14.3) (4.9) % Business/Central Services 206.7 219.9 (13.2) (6.0) % General Administration 12.6 11.7 0.9 7.7 % Facilities Acquisition & Construction 101.0 69.5 31.5 45.3 % Total Cost of Services * $ 3,332.8 $ 3,482.4 $ (149.6) (4.3) % Net Cost of Services School Level Services $ 2,510.1 $ 2,662.6 $ (152.5) (5.7) % Instructional Support Services 280.0 294.3 (14.3) (4.9) % Business/Central Services 193.2 206.2 (13.0) (6.3) % General Administration 12.6 11.7 0.9 7.7 % Facilities Acquisition & Construction 64.0 46.8 17.2 36.8 % Net Cost of Services * $ 3,059.9 $ 3,221.6 $ (161.7) (5.0) % * Excluding unallocated depreciation expense FINANCIAL ANALYSIS OF THE DISTRICT’S FUNDS As noted earlier, the District uses fund accounting to ensure and demonstrate compliance with fi nance-related legal requirements. Financial information is presented separately in the Balance Sheet, and in the Statement of Revenues, Expenditures, and Changes in Fund Balances for the District’s major funds: General Fund, General Obligation Bonds Funds and Capital Improvement-Local Optional Millage Levy (LOML) Funds, and Certifi cates of Participation (COPs) funds. Financial information for the non-major governmental funds is aggregated and presented in a single column. Individual fund data for each of the non-major governmental funds is presented in the combining statements beginning on Page 104. B-11 GENERAL FUND The General Fund is the primary operating fund for the District. Presented below is an overall analysis of the General Fund as compared to the prior year. CHANGES IN GENERAL FUND ACTIVITY For Fiscal Years 2014/15 and 2013/14 ($ in thousands) Difference % Increase Increase Categories 2014/15 2013/14 (Decrease) (Decrease) Revenues $ 2,638,468 $ 2,544,429 $ 94,039 3.7 % General Other Financing Sources 163,253 161,178 2,075 1.3 % Fund Beginning Fund Balance 56,532 84,350 (27,818) (33.0) % Total $ 2,858,253 $ 2,789,957 $ 68,296 2.4 % Expenditures $ 2,723,009 $ 2,730,738 $ (7,729) (0.3) % Other Financing Uses 10,690 2,687 8,003 297.8 % Ending Fund Balance 124,554 56,532 68,022 120.3 % Total $ 2,858,253 $ 2,789,957 $ 68,296 2.4 % The General Fund is the chief operating fund of the District. Revenues increased by $94.0 million or 3.7% from the previous year. The increase is primarily due to an increase in the collection of property taxes. Expenditures decreased by $(7.7) million or (0.3)% from the previous year. The decrease is primarily attributed neral to a decrease in salaries as well as decreases in fringe benefi ts due to lower health benefi ts costs as refl ected in the actuarial projections. und Ending Fund Balance increased by $68.0 million or 120.3% primarily due to the increase in tax collections and an overall reduction of expenditures. CHANGES IN GENERAL FUND ACTIVITY 2014/15 For Fiscal Years 2014/15 and 2013/14 2013/14 ($ in millions) 2,638 2,544 2,723 2,731 163.3 161.2 56.5 84.4 124.6 56.5 10.7 2.7 Revenues Other Beginning Expenditures Other Ending Fund Financing Fund Financing Balance Sources Balance Uses B-12 GENERAL FUND (continued) Revenues By Source Revenues - Overall revenues increased by $94.0 million or 3.7% as follows: REVENUES BY SOURCE For Fiscal Years 2014/15 and 2013/14 ($ in thousands) Difference % Increase Increase Sources 2014/15 2013/14 (Decrease) (Decrease) Federal $ 20,799 $ 20,166 $ 633 3.1 % State 1,174,172 1,225,135 (50,963) (4.2) % Local 1,443,497 1,299,128 144,369 11.1 % Total $ 2,638,468 $ 2,544,429 $ 94,039 3.7 % Federal State Local Federal sources increased slightly by $0.6 million or 3.1% from the prior year. This increase was primarily due to an increase in Medicaid reimbursement. State sources decreased by $(51.0) million or (4.2)% from the prior year. This decreased was primarily due to a reduction in FEFP funding. Local sources increased by $144.4 million or 11.1% from the prior year. This increase is primarily due to an increase in the collection of taxes offset by reductions in other local revenues. Expenditures By Function Expenditures - Overall expenditures decreased by $(7.7) million or (0.3)% as follows: EXPENDITURES BY FUNCTION For Fiscal Years 2014/15 and 2013/14 ($ in thousands) Difference % Increase Increase Functions 2014/15 2013/14 (Decrease) (Decrease) School Level Services $ 2,580,182 $ 2,462,787 $ 117,395 4.8 % Instructional Support Services 59,372 184,880 (125,508) (67.9) % Business Services/ Central Adm. 68,937 68,042 895 1.3 % School Board 7,273 6,686 587 8.8 % General School Level School Board Administration 5,419 4,852 567 11.7 % Services Facilities & Other Instructional General Support Services Administration Capital Outlay 1,826 3,491 (1,665) (47.7) % Total $ 2,723,009 $ 2,730,738 $ (7,729) (0.3) % Business Svcs./ Facilities & Other Central Adm. Capital Outlay Salaries and fringe benefi ts represent the most signifi cant expenditures of the District specifi cally as it relates to school level expenditures. During the 2014-15 fi scal year, the administration continued its efforts to meet the fi nancial challenges of revenue losses and increased costs by creating effi ciencies that reduced administration costs, and continued the moratorium on the purchases of items deemed non-essential. B-13 GENERAL OBLIGATION BONDS On November 6, 2012, Miami-Dade County voters authorized the issuance of $1.2 billion of General Obligation Bonds (GOBs) for the modernization and construction of public school facilities, including educational technology upgrades. In the 2013-14 fi scal year, $190 million of Series 2013 GOBs and $96.5 million of 2014A GOBs were sold with premiums that provided $200 million for capital projects and approximately $100 million for technology project funding. The GOBs program continues at an accelerated pace with over 300 projects at different stages of completion. It is anticipated that up to $200 million in additional GOBs will be issued during the 2015-16 fi scal year as approved by the School Board at its May 13, 2015 meeting. Total fund balance of $125.3 million represents a decrease of $(127.6) million from the prior year. This decrease is due to the accelerated pace of the implementation of the GOBs program. CAPITAL IMPROVEMENT-LOCAL OPTIONAL MILLAGE LEVY (LOML) Capital Improvement - Local Optional Millage Levy (LOML) funds constitute the primary source of revenue in the Capital Budget. The Florida Legislature decreased the maximum allowable millage to be used for capital purposes from 1.75 mills to 1.50 mills in the 2009-10 fi scal year with the fl exibility of shifting 0.25 mills back from the operating budget. For the 2014-15 fi scal year, the District availed itself of .061 of the 0.25 mills fl exibility provided by law. Total fund balance of $32.3 million represents an increase of $10.8 million or 50% from the previous year. The increase can be attributed primarily to an increase in the collection of taxes and an overall reduction of expenditures. The total $32.3 million fund balance is restricted for capital projects. B-14 BUDGETARY HIGHLIGHTS Most District operations are funded in the General Fund. The majority of the General Fund revenues are distributed to the District through the Florida Education Finance Program (FEFP), which uses formulas to distribute state funds and an amount of local property taxes (i.e., required local effort) established each year by the Florida Legislature. The purpose is to substantially equalize educational funding among the sixty- seven school districts in Florida, irrespective of differences in wealth among the districts. Each school district retains its local property taxes, which are reported as local revenues. However, the required local effort portion is deducted from the district revenue generated by the State FEFP formulas. The resulting net revenue is reported as state revenue. Total General Fund revenues and other fi nancing sources during 2014-15 were $66.5 million less than the originally adopted budget as follows: Federal funds were $2.1 million higher than anticipated due primarily to an increase in the Medicaid reimbursements of $2.2 million, with small increases/decreases in Impact Aid, R.O.T.C. and Other Federal through State. State funds were $56.3 million less than the originally adopted budget primarily due to the elimination of McKay Scholarships of $39.7 million, a decrease in the FEFP funds received due to changes in enrollment of $1.1 million, a statewide proration further reducing FEFP by $12.9 million, and miscellaneous small adjustments totalling a decrease of $2.6 million. Local revenues were $14.1 million lower than the originally adopted budget. The decrease in local revenues from the originally adopted budget is primarily due to reductions in net property taxes of $(25.6) million, increase in indirect costs of $0.7 million, increases in Community School Programs of $2.0 million, and increases in other accounts of $8.8 million. Other Financing Sources increased $1.8 million due to the increase in transfers from other funds of $0.6 million and other non-revenue sources of $1.2 million. Ending fund balance as of June 30, 2015 was $124.6 million comprised of nonspendable fund balances totaling $6.2 million, representing inventories and prepaid items, restricted fund balance totaling $5.4 million in state categorical programs, assigned fund balance $19.2 million, which included rebudgets and outstanding purchase orders and unassigned fund balance totaling $93.8 million. In the fi scal year 2014-15 tentative budget, the District made budgetary reductions to manage increases in costs that exceed $40.0 million. In the future the District will continue to review the budget, focusing on maintaining essential educational services as it anticipates continuing revenue shortfalls and cost increases. B-15 CAPITAL ASSETS AND DEBT ADMINISTRATION Capital Assets - At June 30, 2015, the District had $4.5 billion invested in different categories of capital assets, net of accumulated depreciation, as shown in the table below. CAPITAL ASSET ACTIVITY At June 30, 2015 and 2014 ($ in thousands) Difference % Increase Increase Categories 2014/15 2013/14 (Decrease) (Decrease) Land $ 353,208 $ 346,150 $ 7,058 2.0 % Land Improvements 255,090 253,867 1,223 0.5 % Construction in Progress 111,498 39,765 71,733 180.4 % Building and Improvements 3,633,020 3,737,160 (104,140) (2.8) % Furniture, Fixtures & Equipment 92,244 91,370 874 1.0 % Computer Software 7,227 17,972 (10,745) (59.8) % Motor Vehicles 51,539 59,834 (8,295) (13.9) % Total $ 4,503,826 $ 4,546,118 $ (42,292) (0.9) % Detailed information refl ecting the District’s capital asset balances and activity for the fi scal year ended June 30, 2015 is provided in Note 4 to the Financial Statements. CAPITAL ASSET ACTIVITY At June 30, 2015 ($ in thousands) 3,633,020 353,208 255,090 111,498 92,244 51,539 7,227 Land Land Construction Building and Furniture, Computer Motor Improvements in Progress Improvements Fixtures, and Software Vehicles Equipment B-16 CAPITAL ASSETS AND DEBT ADMINISTRATION (continued) Debt Administration - The following table represents the changes in the District’s outstanding long-term liabilities at fi scal year end. CHANGES IN LONG TERM LIABILITIES At June 30, 2015 and 2014 ($ in thousands) Difference % Increase Increase Categories 2014/15 2013/14 (Decrease) (Decrease) Bonds Payable $ 365,012 $ 423,738 $ (58,726) (13.9) % Certifi cates of Participation 2,819,537 2,855,557 (36,020) (1.3) % Payable by the Foundation Derivative Instrument Liability 26,576 27,472 (896) (3.3) % Capital Leases 106,390 103,555 2,835 2.7 % Insurance Claims Payable 178,747 179,160 (413) (0.2) % Retirement Incentive Benefi ts 1,522 1,515 7 0.5 % Compensated Absences Payable 275,489 277,091 (1,602) (0.6) % Other Post Employment Benefi ts 26,441 19,976 6,465 32.4 % Interlocal Construction Contract Agreement 2,000 2,000 - 0.0 Total $ 3,801,714 $ 3,890,064 $ (88,350) (2.3) % Overall liabilities decreased by $(88.4) million or (2.3)% from the prior year. The most signifi cant decreases are refl ected in Bonds Payable of $(58.7) million and Certifi cates of Participation Payables of $(36.0) million. These decreases are primarily due to repayment of debt and refunding of Certifi cates of Participation. Detailed information relating to changes in long-term liabilities for the fi scal year ended June 30, 2015 is provided in Note 14 to the Financial Statements. LONG TERM LIABILITIES At June 30, 2015 ($ in millions) 2,819.5 365.0 275.5 178.7 106.4 26.6 26.4 1.5 2.0 Bonds Payable Certifi cates of Derivative Capital Leases Insurance Retirement Compensated Other Post Interlocal Participation Instrument Claims Incentive Absences Employment Construction Liability Payable Benefi ts Payable Benefi ts Contract Agreement B-17 ECONOMIC FACTORS The State of Florida, by constitution, does not have a state personal income tax and therefore, the state operates primarily using sales, gasoline and corporate income taxes. Despite a slow economic recovery and continued funding challenges, the District, through prudent fi scal management, maintains a healthy fi nancial position to provide the quality education deserved by every child. CONTACTING MANAGEMENT The District’s fi nancial statements are designed to present citizens, taxpayers, investors, and creditors with a general overview of the District’s fi nances and to show the District’s accountability for the money it receives. Additional information can be requested at: The School Board of Miami-Dade County School Board Administration Building Offi ce of the Controller 1450 N.E. 2nd Avenue Room 664 Miami, Florida 33132 or visit our website at: http://www.dadeschools.net B-18 DE C I-DA O M UN IA T M Y giving our students the world P U S BL OL IC SCHO B-19 BASIC FINANCIAL STATEMENTS B-20 Florida Miami-Dade County B-21 B-22 B-23 B-24 B-25 B-26 B-27 DE C I-DA O M UN IA T M Y giving our students the world P U S BL OL IC SCHO B-28 B-29 B-30 B-31 B-32 B-33 B-34 B-35 B-36 B-37 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA NOTES TO THE FINANCIAL STATEMENTS For the Fiscal Year Ended June 30, 2015 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: A. Reporting Entity The School Board of Miami-Dade County, Florida (the “School Board,” “Board,” or the “District”) is composed of nine members elected from single-member districts within the legal boundary of Miami-Dade County, Florida (the “County”). The appointed Superintendent of Schools is the executive officer of the Board. The School Board is part of the state system of public education under the general direction of the State Board of Education and is financially dependent on state support. However, the Board is considered a primary government for financial reporting purposes because it is directly responsible for the operation and control of District schools within the framework of applicable state law and State Board of Education rules and it is not considered to be an agency or component unit of the State of Florida. The general operating authority of the School Board and the Superintendent is contained in Chapters 1000 through 1013, Florida Statutes. Pursuant to Section 1010.01, Florida Statutes, the Superintendent of Schools is responsible for keeping records and accounts of all financial transactions in the manner prescribed by the State Board of Education. The accompanying financial statements include those of the District (the primary government) and those of its component units. Component units are legally separate organizations which should be included in the District’s financial statements because of the nature and significance of their relationship with the primary government. The Governmental Accounting Standards Board (GASB) issued Statement No. 61, The Financial Reporting Entity: Omnibus, an amendment of GASB Statement No. 14 and No. 34. The Statement modifies the existing criteria for reporting component units. The Statement provides guidance on the inclusion of a legally separate entity to be included as a component unit under the misleading to exclude criterion and the financial accountability concept, which requires that in addition to meeting the fiscal dependency criterion, a financial benefit or burden relationship be present in order for a potential component unit to be included in the financial reporting entity. Based on the application of GASB Statement No. 61, the District determined that charter schools do not meet the criteria to qualify as component units of the District; therefore they are not included in the District’s Comprehensive Annual Financial Report (CAFR). Audits of the Charter Schools are conducted by independent certified public accountants and are filed in the Charter Schools Support office located at 1450 N.E. 2nd Avenue, Room 806, Miami, Florida 33132. The criteria for determining if other entities are potential component units that should be reported within the District’s basic financial statements are identified and described in the GASB Codification of Governmental Accounting and Financial Reporting Standards, Sections 2100 and 2600. The application of these criteria provides for identification of any entities for which the District is financially accountable and other organizations that the nature and significance of their relationship with the Board are such that exclusions would cause the District’s basic financial statements to be misleading or incomplete. Based on the application of GASB Statement No. 61, and GASB Codification Sections 2100 and 2600, the following component unit is included within the District’s reporting entity: Blended Component Unit The Miami-Dade County School Board Foundation, Inc., a Florida not-for-profit corporation, was created solely to facilitate financing for the acquisition and construction of District school facilities and related costs. The members of the School Board serve as the Board of the Foundation, therefore, the School Board is considered financially accountable for the Foundation. The financial activities of the Foundation have been blended (reported as if it were part of the District) with those of the District. B-38 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA NOTES TO THE FINANCIAL STATEMENTS For the Fiscal Year Ended June 30, 2015 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued: B. Basis of Presentation The District’s accounting policies conform with accounting principles generally accepted in the United States applicable to state and local governmental units. Accordingly, the basic financial statements include both the government-wide and fund financial statements. Government-Wide Financial Statements – The Statement of Net Position and the Statement of Activities present information about the financial activities of the District as a whole, and its component unit, excluding fiduciary activities. Eliminations have been made from the statements to remove the “doubling-up” effect of interfund activity. The Statement of Activities reports expenses identified by specific functions, offset by program revenues, resulting in a measurement of “net (expense) revenue” for each of the District’s functions. Program revenues that are used to offset these expenses include charges for services, such as food service and tuition fees; operating grants, such as the National School Lunch Program, Federal Grants, and other state allocations; and capital grants specific to capital outlay. In addition, revenues not classified as program revenues are shown as general revenues, which include Florida Education Finance Program (FEFP) revenues and other state allocations. Fund Financial Statements – The fund financial statements provide information about the District’s funds, including proprietary and fiduciary funds. Separate statements for governmental, proprietary and fiduciary funds are presented. The emphasis of the fund financial statements is on the major funds which are presented in a separate column with all non-major funds aggregated in a single column. The District reports the following major governmental funds: General Fund is the District’s primary operating fund and accounts for all financial resources of the District, except those required to be accounted for in another fund. General Obligation Bonds Funds account for and report on resources from the issuance of GOBs approved by the Miami-Dade County voters on November 6, 2012, for the modernization, construction, expansion or otherwise improvement of school buildings, including technology upgrades. Capital Improvement – Local Optional Millage Levy (LOML) Funds account for and report on funds levied by the school district, as authorized by Capital Improvement, Section 1011.71, Florida Statutes mainly for capital outlay purposes. This fund did not meet the minimum criteria for major fund determination during fiscal year 2015. However, it will continue to be presented as a major fund for public interest purposes. Additionally, the District reports separately the following proprietary and fiduciary fund types: Internal Service Fund accounts for and reports on the activities of the District’s group health self-insurance program. Agency Fund – School’s Internal Fund accounts for resources of the schools’ Internal Fund which is used to administer monies collected at the schools in connection with school, student athletics, class, and club activities. Pension Trust Fund accounts for resources used to finance the District’s Supplemental Early Retirement Plan. B-39 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA NOTES TO THE FINANCIAL STATEMENTS For the Fiscal Year Ended June 30, 2015 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued: C. Measurement Focus and Basis of Accounting The accounting and financial reporting treatment applied to a fund is determined by its measurement focus. The basis of accounting refers to when revenues and expenditures, or expenses are recognized in the accounts and reported in the financial statements. Basis of accounting relates to the timing of the measurement made, regardless of the measurement focus applied. The government-wide financial statements are reported using the economic resources measurement focus and the accrual basis of accounting. Revenues are recorded when earned and expenses are recorded when the liability is incurred, regardless of the timing of related cash flows. Revenues from non-exchange transactions are reported in accordance with GASB Statement No. 33, Accounting and Financial Reporting for Non-Exchange Transactions, as amended by GASB Statement No. 36, Recipient Reporting for Certain Shared Non-Exchange Revenues, which include, taxes, grants and donations. On the accrual basis, revenue from property taxes is recognized in the fiscal year for which the taxes are levied. Revenues from grants and donations are recognized in the fiscal year in which all eligibility requirements have been satisfied. Governmental fund financial statements are reported using the current financial resources measurement focus and the modified accrual basis of accounting. Under the modified accrual basis of accounting, revenues are recognized when susceptible to accrual, that is, when they become measurable and available. “Measurable” means the amount of the transaction can be determined; “available” means collectible within the current period or soon thereafter to be used to pay liabilities of the current period. Property taxes, when levied for, and intergovernmental revenues when eligibility requirements have been met, are the significant revenue sources considered susceptible to accrual. The School Board considers property taxes, when levied for, as available if they are collected within 60 days after fiscal year-end. A one-year availability period is used for revenue recognition for all other governmental fund revenues. Charges for services and fees are recognized when cash is collected as amounts are not measurable. Under the modified accrual basis of accounting, expenditures are generally recognized when the related fund liability is incurred. The principal exceptions to this general rule are: (1) interest on general long-term debt is recognized as expenditures when due/paid; and (2) expenditures related to liabilities reported as general long-term obligations are recognized when due, such as compensated absences, Other Post Employment Benefits (OPEB), pensions, claims payables, bonds, loans and leases. Proprietary Fund – Proprietary funds are accounted for in accordance with the Governmental Accounting Standards Board (GASB). During the fiscal year 2009-10, the District established an Internal Service Fund to account for the group health self-insurance program. The Internal Service Fund financial statements are reported using the economic resources measurement focus and the accrual basis of accounting. Proprietary funds distinguish operating revenues and expenses from non-operating items. The principal operating revenues of the District’s Internal Service Fund for self-insurance are charges to the District’s other funds for health insurance. The principal operating expenses include claims, administrative expenses and fees. All revenues and expenses not meeting these definitions are reported as non-operating revenues and expenses. The Fiduciary Funds are reported using the economic resources measurement focus and the accrual basis of accounting. With this measurement focus, all assets and deferred outflows, and all liabilities and deferred inflows, associated with the operation of the funds are included on the Statement of Fiduciary Net Position. The Statement of Changes in Fiduciary Net Position presents additions and deductions in fund equity (total net position). B-40 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA NOTES TO THE FINANCIAL STATEMENTS For the Fiscal Year Ended June 30, 2015 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued: D. New Pronouncements – Adopted and Unadopted The GASB issued Statement No. 68, Accounting and Financial Reporting for Pensions (an amendment of GASB Statement No. 27) in June 2012. This Statement is effective for fiscal years beginning after June 15, 2014. The District adopted GASB 68 in the current fiscal year financial statements. The adoption of GASB 68 is reflected in the government-wide financial statements, in Note 17, to the Financial Statements, as well as in the Required Supplementary Information Section. The GASB issued Statement No. 69, Government Combinations and Disposals of Government Operations in January 2013. The District adopted GASB 69 in the current fiscal year financial statements. The adoption of GASB 69 did not impact the District’s financial position or results of operations. The GASB issued Statement No. 71, Pension Transition for Contributions Made Subsequent to the Measurement Date-an amendment of GASB Statement No. 68 in November 2013. The District adopted GASB 71 in the current fiscal year financial statements. The adoption of GASB 71 is reflected in the government-wide financial statements, in Note 17, to the Financial Statements, as well as in the Required Supplementary Information Section. The GASB issued Statement No. 72, Fair Value Measurement and Application in February 2015. This statement is effective for fiscal years beginning after June 15, 2015. The GASB issued Statement No. 73, Accounting and Financial Reporting for Pensions and Related Assets That Are Not within the Scope of GASB Statement 68, and Amendments to Certain Provisions of GASB Statements 67 and 68 in June 2015. This Statement is effective for fiscal years beginning after June 15, 2015 – except those provisions that address employers and governmental non-employer contributing entities for pensions that are not within the scope of Statement 68, which are effective for fiscal years beginning after June 15, 2016. The GASB issued Statement No. 74, Financial Reporting for Postemployment Benefit Plans Other Than Pension Plans in June 2015. This statement is effective for financial statements for fiscal years beginning after June 15, 2016. The GASB issued Statement No. 75, Accounting and Financial Reporting for Postemployment Benefit Other Than Pensions in June 2015. This statement is effective for fiscal years beginning after June 15, 2017. The GASB issued Statement No. 76, The Hierarchy of Generally Accepted Accounting Principles for State and Local Governments in June 2015. The requirements of this statement are effective for reporting periods beginning after June 15, 2015. The GASB issued Statement No. 77, Tax Abatement Disclosures in August 2015. The requirements of this Statement are effective for financial statements for periods beginning after December 15, 2015. The impact on the District’s financial position or results of operations has not yet been determined for the unadopted standards. B-41 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA NOTES TO THE FINANCIAL STATEMENTS For the Fiscal Year Ended June 30, 2015 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued: E. Cash, Cash Equivalents, and Investments The District maintains an accounting system in which substantially all general School Board cash, investments, and accrued interest are recorded and maintained in a separate group of accounts. Investment income is allocated based on the proportionate balances of each fund’s equity in pooled cash and investments. The cash and investment pool is available for all funds, except the State Board of Education Bonds, Certificates of Participation and other debt related funds requiring separate accounts. Cash deposits are held by banks qualified as public depositories under Florida law. All deposits are insured by federal depository insurance and/or collateralized with securities held in Florida’s multiple financial institution collateral pool as required by Florida Statutes, Chapter 280. Cash and cash equivalents are considered to be cash on hand, demand deposits, non- marketable time deposits with maturities of three months or less when purchased, and money market/saving accounts. Investments carried at fair value based on quoted market prices include U.S. Agency obligations, Commercial Paper, and Money Market Mutual Funds. Guaranteed Investment Contracts are recorded at the amount specified by the contracts at each year end. Pension Trust Fund investments are recorded at fair value based on quoted market prices and include: money market funds, and fixed income/equity mutual funds. F. Inventory Inventories consist of expendable supplies held for consumption in the course of the District’s operations. Inventories are stated at cost, principally on a weighted average cost basis. Commodities from the United States Department of Agriculture are stated at their fair value as determined at the time of donation by the Florida Department of Agriculture and Consumer Services. Commodities inventory is accounted for using the “purchases” method that expense inventory when acquired and inventories on hand at fiscal year end are reported as an asset and nonspendable fund balance, net of amounts in Accounts Payable. Non-commodity inventory is accounted for under the consumption method and as such is recorded as an expenditure when used. Since inventories of commodities also involve purpose restrictions they are presented as restricted in the government-wide statement of net position. G. Due From Other Governments or Agencies Amounts due to the District by other governments or agencies relate to grants or programs for which the services have been provided to students of the District. H. Other Assets Other assets consist mainly of prepaid expenses which are recognized upon the receipt of the goods or services that were received but not consumed at year-end. The expenditure will be recorded when the asset is used. Accordingly, prepaid expenses are equally offset by a nonspendable fund balance classification. I. Restricted Net Position Amounts that are restricted to specific purposes either by: a) constraints placed on the use of resources by creditors, grantors, contributors, or laws or regulations of other governments, or b) imposed by law through constitutional provisions or enabling legislation are classified as Restricted Net Position. When both restricted and unrestricted resources are available for a specific purpose, it is the District’s policy to use restricted assets first, until exhausted, before using unrestricted resources. B-42 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA NOTES TO THE FINANCIAL STATEMENTS For the Fiscal Year Ended June 30, 2015 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued: J. Capital Assets Capital assets which include, land, land improvements, construction in progress, buildings, building improvements, furniture, fixtures and equipment, computer software, and motor vehicles are reported in the Statement of Net Position in the government-wide statements. The District’s capitalization thresholds are $1,000 or greater for furniture, fixtures and equipment and $50,000 for building improvements, additions, and other capital outlays that significantly extend the useful life of an asset. Other costs incurred for repairs and maintenance are expensed as incurred. Assets are recorded at historical cost. Assets purchased under capital leases are recorded at cost, which approximates fair value at acquisition date and does not exceed the present value of future minimum lease payments. Donated assets are recorded at the fair value at the time of receipt. Certain costs incurred in connection with the development of internal use software are capitalized and amortized in accordance with GASB Statement No. 51, Accounting and Financial Reporting for Intangible Assets and are reflected in the government-wide financial statements. Capital assets are depreciated using the straight-line method based on the following estimated useful lives: Useful Life (Years) Buildings and Improvements 20 – 50 Furniture, Fixtures and Equipment 5 – 20 Vehicles 7 – 18 Computer Software 5 When capital assets are sold or disposed of, the related cost and accumulated depreciation are removed from the accounts, and the resulting gain or loss is recorded in the government- wide statements. Proceeds received from the sale or disposal of capital assets are recorded as Other Financing Sources in the governmental funds. K. Long-Term Obligations The government-wide financial statements report long-term liabilities or obligations that are expected to be paid in the future. Long-term liabilities reported include bonds, Certificates of Participation (COPs), derivative instrument liabilities, capital leases, insurance claims payable, retirement incentive benefits, compensated absences, other post employment benefits, interlocal construction contract liabilities, and net pension liabilities. Bond premiums are amortized over the life of the bonds using the effective-interest method. In the fund financial statements, debt premiums and discounts are recognized in the period the related debt is issued. Proceeds, premiums, and discounts are reported as other financing sources and uses. Principal payments and Issuance costs are reported as debt service expenditures. B-43 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA NOTES TO THE FINANCIAL STATEMENTS For the Fiscal Year Ended June 30, 2015 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued: L. Risk Management The District is self-insured for portions of its general and automobile liability insurance and workers’ compensation. Claim activity (expenditures for general and automobile liability and workers’ compensation) is recorded in the general fund as payments become due each period. The estimated liability for self-insured risks represents an estimate of the amount to be paid on claims reported and on claims incurred but not reported (See note 13). For the governmental funds, in the fund financial statements, the liability for self-insured risks is considered long-term and therefore, is not a fund liability (except for any amounts due and payable at year end) and represents a reconciling item between the governmental fund level and government-wide presentations. The District provides medical and health coverage benefits for its employees and eligible dependents. The District has a self-insured plan, with individual, as well as aggregate stop loss coverage to protect the District against catastrophic claims in a calendar year. The District accounts for self-insured health insurance activity in an internal service fund established for this purpose. In the proprietary fund financial statements, the liability for self-insured health risks is recorded under the accrual basis of accounting. M. State and Federal Revenue Sources Revenues from state sources for current operations are primarily from the Florida Education Finance Program (FEFP), administered by the Florida Department of Education (FDOE), under the provisions of Section 1011.62, Florida Statutes. The District files reports on full-time equivalent (FTE) student membership with the FDOE. The FDOE accumulates information from these reports and calculates the allocation of FEFP funds to the District. Such revenues are recognized when first available. After review and verification of FTE reports and supporting documentation, the FDOE may adjust subsequent fiscal period allocations of FEFP funding for prior year errors disclosed by its reviews, as well as to prevent statewide allocations from exceeding the amount authorized by the Legislature. Normally, such adjustments are treated as adjustments of revenue in the year the adjustment is made by the Florida Department of Education. The District receives revenue from the state and federal agencies to administer certain educational programs. Revenues earmarked for these programs are expended only for the program for which the money is provided and require that the money not expended as of the close of the fiscal year be carried forward into the following year to be expended for the same educational programs. Revenue is recognized when all eligibility requirements have been met. The state allocates gross receipt taxes, generally known as Public Education Capital Outlay (PECO) money, to the District on an annual basis for capital and other projects. The District is authorized to expend these funds only upon applying for and receiving an encumbrance authorization from the FDOE. N. Property Taxes – Revenue Recognition In the government-wide financial statements, property tax revenue is recognized in the fiscal year when levied for. The receivable is recorded net of an estimated uncollectible amount, which is based on past collection experience. In the fund financial statements, property tax revenue is recognized in the fiscal year when levied for. Taxes are susceptible to accrual that is when they are measurable and available. Taxes collected by the County Tax Collector and received by the District within 60 days subsequent to fiscal year-end are considered to be available and recognized as revenue. B-44 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA NOTES TO THE FINANCIAL STATEMENTS For the Fiscal Year Ended June 30, 2015 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued: O. Unearned Revenues The unearned revenues relates to the lease of Educational Broadband Service (EBS) licenses that are amortized on a straight line basis over the life of the lease agreement and other lease payments received in advance that are being amortized over the applicable lease term. P. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets/deferred outflows and liabilities/deferred inflows and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenditures during the reporting period. Actual results could differ from those estimates. Q. Deferred Outflows/Inflows of Resources In addition to assets, the statement of financial position will sometimes report a separate section for deferred outflows of resources. This separate financial statement section, deferred outflows of resources, represents a consumption of net position that applies to future period(s) and so will not be recognized as an outflow of resources (expenses/expenditure) until that time. The District currently reports accumulated decrease in fair value of hedging derivatives, the net deferred loss on refunding of debt, and deferred outflows related to pensions in this category. In addition to liabilities, the statement of financial position will sometimes report a separate section for deferred inflows of resources. This separate financial statement section, deferred inflows of resources, represents an acquisition of net position that applies to a future period and so will not be recognized as an inflow of resources (revenue) until that time. The District currently reports deferred inflows related to pensions in the government-wide statements and unavailable revenue primarily related to taxes in the governmental funds. R. Fund Balances GASB Statement No. 54, Fund Balance Reporting and Governmental Fund Type Definitions, establishes accounting and financial reporting standards for governmental funds. It establishes criteria for classifying fund balances into specifically defined classifications and clarifies definitions for governmental fund types. Fund balances for governmental funds are reported in classifications that comprise a hierarchy based primarily on the extent to which the government is bound to honor constraints on the uses of those resources. GASB Statement No. 54 requires the fund balance to be properly reported within one of the fund balance categories listed below: Nonspendable – Fund balance amounts that cannot be spent because they are not expected to be converted to cash or they are legally or contractually required to be maintained intact. Examples of this classification are prepaid items, inventories, and the principal of an endowment fund. Spendable Fund Balance Restricted – Fund balance amounts on which constraints have been placed by creditors, grantors, contributors, laws or regulations of other governments, constitutional provisions or enabling legislation. B-45 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA NOTES TO THE FINANCIAL STATEMENTS For the Fiscal Year Ended June 30, 2015 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued: R. Fund Balances - continued Committed – Fund balance amounts that can only be used for specific purposes pursuant to constraints imposed by the formal action (Board Resolution) of the highest level of decision-making authority (The School Board). The amounts cannot be used for any other purpose unless the School Board removes or changes the specified use by taking the same formal action (Board Resolution) it employed to commit the amounts. Assigned – Fund balance amounts intended to be used for specific purposes but are neither restricted nor committed. Assigned amounts include those that have been set aside for a specific purpose by actions of the School Board or Superintendent as stated in School Board Policy 6220.01-Fund Balance Reserve. Unassigned – Includes residual positive fund balance within the General Fund which has not been classified within the other above mentioned categories. Unassigned fund balance may also include negative balances for any governmental fund if expenditures exceed amounts restricted, committed, or assigned for those specific purposes. S. Pensions For purposes of measuring the net pension liability, deferred outflows of resources and deferred inflows of resources related to pensions, and pension expense, information about the fiduciary net position of the Florida Retirement System (FRS), Health Insurance Subsidy (HIS) deferred benefit plans, and the Supplementary Early Retirement Plan (SERP) additions to/deductions from both Plans fiduciary net position have been determined on the same basis as they are reported by the Plans and are recorded in the government-wide financial statements. For this purpose, benefit payments (including refunds of employee contributions) are recognized when due and payable in accordance with the benefit terms. Investments are reported at fair value. T. Restatement – Implementation of GASB Statements Nos. 68 and 71 The District implemented GASB Statement No. 68, Accounting and Financial Reporting for Pensions (an amendment of GASB Statement No. 27) and GASB Statement No. 71, Pension Transition for Contributions Made Subsequent to the Measurement Date-an amendment of GASB Statement No. 68, effective for the 2014-15 fiscal year. The District participates in the Florida Retirement System (FRS) defined benefit pension plan and the Health Insurance Subsidy (HIS) defined benefit plan administered by the Florida Division of Retirement. As a participating employer, GASB 68 requires employers participating in cost-sharing multiple- employer defined benefit pension plans to report the employer’s proportionate share of the net pension liabilities and related pension amounts of the defined benefit pension plan. Additionally, the District established the Supplemental Early Retirement Plan on July 1, 1984. The Plan is a single employer, non-contributory defined benefit plan administered through a trust and included as a pension trust fund in the District’s financial statements. GASB Statements Nos. 68 and 71 require the employer to report the employers net pension liability and related pension amounts of the defined benefit pension plans. B-46 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA NOTES TO THE FINANCIAL STATEMENTS For the Fiscal Year Ended June 30, 2015 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued: T. Restatement – Implementation of GASB Statements Nos. 68 and 71 – continued This implementation of GASB Statement Nos. 68 and 71 described above, required the District to restate Net Position in the government-wide statements to report the District’s net pension liability and related pension amounts for the defined benefit plans. Accordingly, Beginning Net Position has been restated as follows (in thousands): Government-Wide Financial Statements Total Net Position, July 1, 2014, as reported $ 1, 228,601 Cumulative effect of GASB, Statements Nos. 68 and 71 (1,204,509) implementation Total Net Position, July 1, 2014, as restated $ 24,092 The implementation of GASB Statements Nos. 68 and 71 resulted in the District recording deferred outflows of $123,742, deferred inflows of $3,205, and a net pension liability of $1,325,046 as of July 1, 2014, related to their pension plans. B-47 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA NOTES TO THE FINANCIAL STATEMENTS For the Fiscal Year Ended June 30, 2015 2. BUDGETS COMPLIANCE AND ACCOUNTABILITY: A. Legal Compliance The annual budget is submitted to the Florida Commissioner of Education by major functional levels such as instructional, instructional support, general administration, maintenance of plant, etc. Expenditures may not exceed appropriations without prior approval of the School Board in the General Fund and Special Revenue Funds at the function level. Budgetary control is exercised at the fund level for all other funds. Florida Statutes, Section 1013.61, requires that the capital outlay budget designate the proposed capital outlay expenditures by project for the year from all fund sources. Accordingly, annual budgets for the Capital Project Funds are adopted on a combined basis only. Budgeted amounts may be amended by resolution of the Board at any Board meeting prior to the due date for the Annual Financial Report (State Report). General Fund budgetary disclosure in the accompanying financial statements reflects the final budget including all amendments approved at the School Board meeting of September 9, 2015 for the fiscal year ended June 30, 2015. Appropriations lapse at fiscal year-end, except for unexpended appropriations of state educational grants, outstanding purchase orders, contracts, and certain available balances. These balances are reflected at year-end either as restricted or assigned fund balance, and are re-appropriated in the new fiscal year. Encumbrance accounting is employed in governmental funds. Encumbrances (e.g., purchase orders, contracts) outstanding at year-end are reported as restricted or assigned fund balance and do not constitute expenditures or liabilities because the commitments will be reappropriated and honored during the subsequent year. B. Comparison of Budget to Actual Results The budgets for each of the Governmental Funds are accounted for on the modified accrual basis of accounting. B-48 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA NOTES TO THE FINANCIAL STATEMENTS For the Fiscal Year Ended June 30, 2015 3. CASH, CASH EQUIVALENTS, AND INVESTMENTS: Deposits and Investments The District’s surplus funds are invested directly by the District’s Office of Treasury Management. The District’s State Board of Education (SBE) bond proceeds are held and administered by the SBE with any related investments made by the State Board of Administration. As authorized under State Statutes the School Board has adopted Board Policy 6144 - Investments as its formal Investment Policy for all surplus funds, including the Supplemental Early Retirement Funds that are part of Board Policy 6535 - Supplemental Early Retirement Plan. Board Policy 6144, Investments policies permit the following investments and are structured to place the highest priority on the safety of principal and liquidity of funds: • Time Deposits – School Board and State approved designated depository • U.S. Government direct obligations • Revolving Repurchase Agreements or similar investment vehicles for the investment of funds awaiting clearance with financial institutions • Commercial Paper rated A1/P1/F1 or better • Bankers Acceptances with the 100 largest banks in the world • State Board of Administration Local Government Investment Pool • Obligations of the Federal Farm Credit Bank • Obligations of the Federal Home Loan Bank • Obligations of the Federal Home Loan Mortgage Corporation • Obligations of the Federal National Mortgage Association • Obligations guaranteed by the Government National Mortgage Association • Securities of any investment company of investment trust registered under the Investment Company Act of 1940, 15 U.S.C. • Corporate or Taxable Government Bonds rated investment grade • Equity/Fixed Income Securities including index and actively managed mutual funds • Guaranteed Investment Contracts as allowed by bond/lease purchase covenants. B-49 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA NOTES TO THE FINANCIAL STATEMENTS For the Fiscal Year Ended June 30, 2015 3. CASH, CASH EQUIVALENTS, AND INVESTMENTS, Continued: Cash, cash equivalents, and investments for governmental, fiduciary and proprietary funds of the District as of June 30, 2015 are as follows: Weighted Amount Average Investment Type ($ in thousands) Maturity (Years) Commercial Paper $ 147,392 0.12 Guaranteed Investment Contract (GIC) 7,871 4.08 Money Market Mutual Funds 24,885 0.11 State Board of Education – COBI* 696 - Time Deposits 3,500 0.77 U.S. Government Agency 200,497 0.23 U.S. Treasury Strip 3,915 14.14 Total Debt Investments 388,756 0.40 Fixed Income/Equity Mutual Funds – Pension Trust Fund 25,430 Total Investments 414,186 Cash and Cash Equivalents 263,559 Total Cash, Cash Equivalents, and Investments $ 677,745 * Weighted average maturity information is not available from State Board of Education as of fiscal year end. At June 30, 2015, $201.4 million in cash and investments relate to unspent debt proceeds pertaining to various financings including General Obligation Bonds, Certificates of Participation (COPs), and Master Equipment Lease which are restricted assets whose use is limited to projects primarily related to the acquisition and construction of school facilities and equipment as authorized by Board Resolutions and Debt Covenants. The Total Cash, Cash Equivalents and Investments of $677.7 million at June 30, 2015, was comprised of $549.9 million in Governmental Funds, $78.9 million in Proprietary Fund - Health Insurance Fund, $26.1 million in Fiduciary Funds - Pension Trust Fund and $22.8 million in Fiduciary Fund - Agency Fund (Schools’ internal Fund). The School Board of Miami-Dade County currently has 2 GIC’s associated with its Qualified Zone Academy Bonds (QZAB’s). These contracts total approximately $7.87 million with internal rates of return ranging from 3.53% to 4.25% and maturity dates from December 2018 through December 2022. Interest Rate Risk: In accordance with its investment policy under Board Policy 6144, Investments, the School Board manages its exposure to declines in fair values by substantially limiting the weighted average maturity on all investments to one year or less. U.S. Government Agency Securities include $33.7 million in callable bonds that are assumed to be called on the next call date, and as such the weighted average maturity reflect the call date as the maturity date for these securities. The calculated weighted average maturity for all callable U.S. Government Agency Securities is 87 days. B-50 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA NOTES TO THE FINANCIAL STATEMENTS For the Fiscal Year Ended June 30, 2015 3. CASH, CASH EQUIVALENTS, AND INVESTMENTS, Continued: Credit Risk: In accordance with Board Policy 6144, the School Board manages its exposure to credit risk by limiting investments to the highest rated government backed securities such as Government Agencies and Treasury Notes. The policy also requires Commercial Paper to be rated A-1 or better, and Money Market Mutual Funds rated AAAm. Percentage of Investment Type Rating * Investments Commercial Paper A-1 4.22% Commercial Paper A-1+ 31.36% Federal Farm Credit Bank Agency AA+ 4.46% Federal Home Loan Bank Agency AA+ 24.66% Federal Home Loan Mortgage Corporation Agency AA+ 19.22% Federal National Mortgage Association AA+ 0.07% Guaranteed Investment Contract Not Rated 1.9% Money Market Mutual Funds AAAm 6.01% State Board of Education – COBI Not Rated 0.17% Time Deposits Not Rated 0.85% U.S. Treasury Strip AAA 0.95% * Standards & Poor’s ratings as of June 30, 2015. Concentration of Credit Risk: Concentration of credit risk is the risk of loss attributed to the magnitude of investments in a single issuer. In accordance with Board Policy 6144, the District permits investments of up to 7.5% of the total portfolio in Commercial Paper with a single issuer and 60% in total, 30% in Federal Farm Credit Bank, 30% in Federal Home Loan Bank, 30% in Federal Home Loan Mortgage Corporation, 30% in Federal National Mortgage Association, 10% in Time Deposits with a single issuer, and unlimited U.S. Treasury Notes as well as Government Obligations Money Market Mutual Funds. The above listed concentration percentages are based on the total investments excluding all cash equivalent investments such as time deposits and savings accounts, although the District’s policy permits investments concentration maximum threshold percentages to be calculated including all cash equivalent investments. All the commercial paper held as of June 30, 2015 met the maximum 7.5% thresholds per issuer, except for Nestle, which exceeded the threshold by 3.08% using the final investment total percentage computation method. However, the actual percentage for Nestle was within the authorized limits at 7.06% as calculated at time of purchase on April 15, 2015, using the total portfolio investments method including cash equivalents. The above investment type list excludes 6.13% of investments in mutual funds related to the Supplemental Early Retirement Plan (SERP) reflected in Note 17. Custodial Credit Risk: Custodial credit risk is the risk of losses due to the failure of a counterparty that is in possession of investment or collateral securities. All securities in accordance with the District’s investment policy under Board Policy 6144, with the exception of time deposits and guaranteed investment contracts, are held by a third party custodian in an account separate and apart from the assets of the custodian and designated as assets of the District. Cash/Deposits The District’s cash deposits include money market savings, demand deposits and petty cash. All bank balances of the District are fully insured or collateralized as required by Florida Statutes, Chapter 280. At June 30, 2015, the deposit’s book balances were $263,559 (in thousands). B-51 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA NOTES TO THE FINANCIAL STATEMENTS For the Fiscal Year Ended June 30, 2015 4. CAPITAL ASSETS: Capital asset balances and activity for the fiscal year ended June 30, 2015 are as follows (in thousands): Balance Additions/ Deletions/ Balance July 1, 2014 Transfers Transfers June 30, 2015 Non-Depreciable Capital Assets: Land $ 346,150 $ 7,058 $ - $ 353,208 Land Improvements 253,867 1,223 - 255,090 Construction-in-Progress 39,765 126,938 55,205 111,498 Total Non-Depreciable Capital Assets 639,782 135,219 55,205 719,796 Depreciable Capital Assets: Buildings and Improvements 5,600,090 53,085 1,168 5,652,007 Furniture, Fixtures, and Equipment 324,150 21,491 18,677 326,964 Computer Software 83,362 - - 83,362 Motor Vehicles 134,679 174 7,770 127,083 Total Depreciable Capital Assets 6,142,281 74,750 27,615 6,189,416 Less Accumulated Depreciation/ Amortization for: Building and Improvements 1,862,930 157,225 1,168 2,018,987 Furniture, Fixtures, and Equipment 232,780 19,300 17,360 234,720 Computer Software 65,390 10,745 - 76,135 Motor Vehicles 74,845 7,609 6,910 75,544 Total Accumulated Depreciation/ Amortization 2,235,945 194,879 25,438 2,405,386 Net Capital Assets $ 4,546,118 $ 15,090 $ 57,382 $ 4,503,826 B-52 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA NOTES TO THE FINANCIAL STATEMENTS For the Fiscal Year Ended June 30, 2015 4. CAPITAL ASSETS, Continued: For fiscal year ended June 30, 2015, depreciation/amortization by function is as follows: Amount Functions ($ in thousands) Instructional Services $ 1,798 Instructional Support Services 1,388 Pupil Transportation Services 6,483 Operation and Maintenance of Plant 1,173 School Administration 156 General Administration 11 Business/Central Services 200 Administrative Technology Services 1 Food Services 1,227 Community Services 106 Facilities Acquisition and Construction 22,193 Unallocated to a specific function 160,143 Total Depreciation/Amortization $ 194,879 Construction-in-progress, as of June 30, 2015, is comprised of the following (in thousands): Incurred Locations To Date Elementary Schools $ 54,542 Middle Schools 4,633 Senior High Schools 42,825 Special Schools 1,657 Administration/Other 7,841 TOTAL $ 111,498 As part of its capital outlay program, the District has entered into various construction contracts. At June 30, 2015, the District had construction commitments of approximately $110.2 million. B-53 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA NOTES TO THE FINANCIAL STATEMENTS For the Fiscal Year Ended June 30, 2015 5. INTERFUND RECEIVABLES, PAYABLES AND TRANSFERS: Interfund receivables and payables consisted of the following balances as of June 30, 2015 (in thousands): Due From Due To Other Funds Other Funds Major Funds: General Fund $ 3,700 $ - Non-major Funds - 3,700 Total Governmental Funds $ 3,700 $ 3,700 Interfund receivables/payables are short-term balances that represent reimbursements between funds for payments made by one fund on behalf of another fund. A summary of transfers for the year ended June 30, 2015 are as follows (in thousands): Transfers to: Non-major Transfers from: General Fund Funds Total Major Funds: General Fund $ - $ 10,690 $ 10,690 Capital Improvement LOML 137,238 178,087 315,325 Non-major Funds 24,830 19,047 43,877 Total Governmental Activities $ 162,068 $ 207,824 $ 369,892 Transfers to the General Fund relate primarily to funding for the maintenance, renovation and/or repair of school facilities, pursuant to Section 1011.71 of the Florida Statutes. Transfers to other non-major funds relate primarily to amounts transferred to make debt service payments. B-54 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA NOTES TO THE FINANCIAL STATEMENTS For the Fiscal Year Ended June 30, 2015 6. DUE FROM/TO OTHER GOVERNMENTS OR AGENCIES: Due from other governments or agencies at June 30, 2015, are as follows (in thousands): Total Non-major Governmental General Fund Governmental Funds Funds Federal: Medicaid Federal $ 12,474 $ - $ 12,474 Food Service Reimbursement - 2,646 2,646 Early Head Start/Head Start - 4,295 4,295 Race to the Top - 2,468 2,468 Miscellaneous Federal 174 640 814 State: Dept. of Education SBE CO&DS - 1,703 1,703 Title II - 794 794 SAVES - 843 843 Voluntary Prekindergarten Programs 2,990 - 2,990 Miscellaneous State 893 632 1,525 Local: Miscellaneous Local 4,665 1,437 6,102 Miami-Dade County - 6,819 6,819 E-Rate 1,726 - 1,726 Clearwire Educational Broadband Service 5,848 - 5,848 Driver’s Education - Program 2,178 2,178 Total $ 30,948 $ 22,277 $ 53,225 Due to other governments or agencies at June 30, 2015, are as follows (in thousands): Non-major Total General Governmental Governmental Fund Funds Funds Federal: Miscellaneous Federal $ - $ 191 $ 191 Local: Charter Schools 2,668 - 2,668 Miscellaneous Local - 1,678 1,678 Total $ 2,668 $ 1,869 $ 4,537 B-55 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA NOTES TO THE FINANCIAL STATEMENTS For the Fiscal Year Ended June 30, 2015 7. SHORT-TERM DEBT Short-term debt activity for the fiscal year ended June 30, 2015, is as follows (in thousands): Balance Balance July 1, 2014 Additions Deletions June 30, 2015 Tax Anticipation Note (TAN), Series 2014, issued on July 31, 2014, effective yield of 0.07%, with a maturity date of February 25, 2015. $ - $ 310,000 $ 310,000 $ - Total $ - $ 310,000 $ 310,000 $ - Proceeds from the TAN were used as a working capital reserve in the General Fund as permitted under State and Federal tax laws. B-56 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA NOTES TO THE FINANCIAL STATEMENTS For the Fiscal Year Ended June 30, 2015 8. COMPENSATED ABSENCES: The District’s employee vacation and sick leave policies provide for the granting of a specific number of days of vacation based on years of service governed by applicable labor contracts and one day of sick leave with pay per each month of employment. Active employees, excluding administrators, may request payment of 80% of their unused sick leave which has accumulated during the fiscal year, provided they have not used more than three sick/personal days during that time and have a remaining balance, after payment, of twenty-one days. These policies also provide for paying most employees unused vacation up to 60 days upon termination, and up to 100% of unused sick leave after thirteen years of service; 50% after ten years; 45% after six years; 40% after three years and 35% during the first three years of qualified service upon retirement, death or resignation. Vacation accrual is limited to 60 days for twelve-month active employees. The School Board approved the adoption of the Miami-Dade County Public Schools Terminal Leave Retirement Program (TLRP) at its May 14, 2003 Board meeting. The TLRP Program consists of a tax- favored retirement plan, which allows the Board to direct accrued annual (vacation) leave or terminal sick leave (accrued sick days) for employees who are separating from service as a result of retirement, or entering into or continuing DROP, to a tax-sheltered annuity program, or other qualified plan, in lieu of a taxable cash payment to the employee, upon separation from service. The program is mandatory as a result of Board action which became effective on May 15, 2003, for all personnel (except AFSCME employees) who will have their annual (vacation) leave and terminal sick leave automatically contributed to either the Board’s Tax Sheltered Annuity 403(b) or 401(a) Programs. Contributions into this program will not be subject to either Federal Income Tax (estimated 27%) or Social Security Tax (FICA) of 7.65%. Any amount of accrued terminal leave in excess of the amounts authorized by the Internal Revenue Service will be paid out to the retiring employee and will be subject to applicable taxes. The current portion (the amount expected to be liquidated with current available resources) of the accumulated vested vacation and anticipated sick leave payments is recorded in the General Fund and is included in accrued payroll and compensated absences. The liabilities recorded include provisions for the employer’s portion of pension contributions, FICA and other fringe benefits due on the vested vacation and sick leave balances as applicable. At June 30, 2015, the accrued liability for compensated absences in the General Fund was $7.2 million. GASB Statement No. 16, Accounting for Compensated Absences, requires governmental agencies to record as a liability the vested and future rights to sick and/or vacation leave. Accordingly, the probability of partially vested employees becoming fully vested and actual past termination payment experience was considered in the determination of this liability. The statement of net position reflects both the current and long-term portions of compensated absences including retirement incentive benefits. At June 30, 2015, the current and long-term portions were $16,106 and $260,905 respectively (in thousands). B-57 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA NOTES TO THE FINANCIAL STATEMENTS For the Fiscal Year Ended June 30, 2015 9. CAPITAL LEASES: The District has entered into various capital lease agreements for the acquisition of certain property, vehicles, and equipment which are stated at acquisition cost and reported as Capital Assets. At June 30, 2015 the cost of leased equipment recorded in Capital Assets was $176.2 million, with accumulated depreciation of $125.0 million, for a net book value of $51.2 million. Additionally, $31.7 million of unspent proceeds relating to Master Equipment Lease Agreements is disclosed as restricted cash and investments at June 30, 2015 in Note 3. The following is a summary of the future minimum lease payments, under capital leases together with the present value of the minimum lease payments as of June 30, 2015 (in thousands): Other Master Fiscal Year Leases Equipment Lease Total 2016 $ 563 $ 37,198 $ 37,761 2017 427 18,970 19,397 2018 223 15,873 16,096 2019 151 15,860 16,011 2020 104 12,326 12,430 2021 - 2023 - 9,875 9,875 1,468 110,102 111,570 Less Amount Representing Interest * 121 5,059 5,180 Present Value of Minimum Lease Payments $ 1,347 $ 105,043 $ 106,390 * The amount representing interest was calculated using imputed rates ranging from 0.00% to 16.00%. B-58 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA NOTES TO THE FINANCIAL STATEMENTS For the Fiscal Year Ended June 30, 2015 10. LONG-TERM BONDS PAYABLE: State Board of Education Capital Outlay Bonds Capital Outlay Bonds are issued by the State Board of Education (SBE) on behalf of the District and are generally referred to as “SBE Bonds.” The bonds mature serially and are secured by a portion of the District’s state revenues derived from the sale of automobile license plates. Principal and Interest payments, investment of Debt Service Fund resources, and compliance with reserve requirements are administered by the State Board of Education and the State Board of Administration. At June 30, 2015, amounts withheld and in the custody of the state totaled $695 (in thousands) and are included as cash and investments with fiscal agent in the District’s Statement of Net Position. General Obligation Bonds On March 8, 1988, pursuant to Florida Statutes, Sections 1010.40 through 1010.54, voter residents of the District approved a referendum authorizing the School Board to issue General Obligation School Bonds in an aggregate amount not exceeding $980 million, to be issued as required. The proceeds from the bonds were used to pay for the construction of new educational facilities and improving existing educational facilities. As of June 30, 2015, no bonds remain to be issued. Principal and interest on the bonds is paid from ad valorem school district taxes on all taxable real and personal property, excluding homestead exemption as required by Florida law, without limitation as to rate or amount. On November 6, 2012, pursuant to Florida Statutes, Sections 1010.40 through 1010.54, voter residents of the County approved a referendum authorizing the School Board to issue additional General Obligation School Bonds in an aggregate amount not to exceed $1.2 billion. The proceeds of the bonds are to be used to pay for modernizing, constructing, enlarging or otherwise improving school buildings, including educational technology upgrades. As of June 30, 2015, two separate bond series have been issued pursuant to this referendum. The General Obligation Bond Series 2013 and 2014A were sold on July 10, 2013. The General Obligation Bond Series 2013, for $190.0 million was issued on July 24, 2013 and the General Obligation Bond Series 2014A, for $96.5 million, negotiated on a forward settle basis, was issued on February 11, 2014. Principal and interest on these and any future bond issues will be paid from ad valorem school district taxes on all taxable real and personal property, excluding Homestead Exemption as required by Florida Law, without limitation as to rate or amount. B-59 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA NOTES TO THE FINANCIAL STATEMENTS For the Fiscal Year Ended June 30, 2015 10. LONG-TERM BONDS PAYABLE, Continued: A summary of bonds payable as of June 30, 2015 is as follows (in thousands): Authorized Issued Outstanding State Board of Education (SBE) Capital Outlay Bonds – Series 2008A due in varying annual payments through January 1, 2028, with interest rates ranging from 3.25% to 5.00%. Interest is payable semi- annually on January and July 1. Bonds are callable on January 1, 2018 at par plus 1% premium, and thereafter at par. $ 8,425 $ 8,425 $ 6,620 State Board of Education (SBE) Capital Outlay Bonds – Series 2009A, Refunding due in varying annual payments through January 1, 2019, with interest rates ranging from 2.00% to 5.00%. Interest is payable semi-annually on January and July 1. Bonds are callable on January 1, through December 31, 2019 at par plus 1% premium, and thereafter at par. $ 1,710 $ 1,710 $ 720 State Board of Education (SBE) Capital Outlay Bonds – Series 2009A, New Portion due in varying annual payments through January 1, 2029, with interest rates ranging from 2.00% to 5.00%. Interest is payable semi-annually on January and July 1. Bonds are callable on January 1, through December 31, 2019 at par plus 1% premium, and thereafter at par. $ 1,355 $ 1,355 $ 1,110 State Board of Education (SBE) Capital Outlay Bonds – Series 2010A, Refunding due in varying annual payments through January 1, 2022, with interest rates ranging from 4.00% to 5.00%. Interest is payable semi-annually on January and July 1. Bonds are callable on January 1, through December 31, 2020 at par. A portion of the proceeds was used to refund SBE Capital Outlay Bonds Series 2001A & 2002A to achieve debt service savings. $ 1,440 $ 1,440 $ 1,080 B-60 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA NOTES TO THE FINANCIAL STATEMENTS For the Fiscal Year Ended June 30, 2015 10. LONG-TERM BONDS PAYABLE, Continued: Authorized Issued Outstanding State Board of Education (SBE) Capital Outlay Bonds – Series 2010A, New Portion due in varying annual payments through January 1, 2030, with interest rates ranging from 3.00% to 5.00%. Interest is payable semi- annually on January and July 1. Bonds are callable on January 1, through December 31, 2020 at par. $ 640 $ 640 $ 530 State Board of Education (SBE) Capital Outlay Bonds – Series 2011A, Refunding due in varying annual payments through January 1, 2023, with interest rates ranging from 3.00% to 5.00%. Interest is payable semi- annually on January and July 1. Bonds are callable on January 1, through December 31, 2021 at par. A portion of the proceeds was used to refund SBE Capital Outlay Bonds Series 2003A to achieve debt service savings. $ 725 $ 725 $ 630 State Board of Education (SBE) Capital Outlay Bonds – Series 2014A, Refunding due in varying annual payments through July 1, 2024, with interest rates ranging from 2.00% to 5.00%. Interest is payable semi-annually on January and July 1. Bonds are callable on January 1, through December 31, 2024 at par. A portion of the proceeds was used to refund SBE Capital Outlay Bonds Series 2004A to achieve debt service savings. $ 2,963 $ 2,963 $ 2,719 State Board of Education (SBE) Capital Outlay Bonds - Series 2014B, Refunding due in varying annual payments through January 1, 2020, with interest rates ranging from 2.00% to 5.00%. Interest is payable semi- annually on January and July 1. A portion of the proceeds was used to refund SBE Capital Outlay Bonds Series 2005A and 2005B to achieve debt service savings. $ 12,527 $ 12,527 $ 12,527 B-61 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA NOTES TO THE FINANCIAL STATEMENTS For the Fiscal Year Ended June 30, 2015 10. LONG-TERM BONDS PAYABLE, Continued: Authorized Issued Outstanding General Obligation Refunding School Bonds Series 1997, consisting of Serial Bonds due in varying serial payments through February 15, 2017. Interest, at a rate of 5.00%, is payable February 15 and August 15. The Bonds maturing on February 15, 2008 and thereafter were called on November 1, 2006 at the redemption price of 101%. The Bonds were remarketed at the same maturity dates, rates, and issue date at a true interest cost of 3.83%. The sale resulted in the same cash flow as prior debt service. $ 86,785 $ 86,785 $ 21,240 General Obligation Refunding School Bonds Series 1998, consisting of Serial Bonds due in varying serial payments through August 1, 2015. Interest rates ranging from 4.0% to 5.38%, is payable February 1 and August 1. The Bonds are not subject to redemption prior to maturity. $ 154,580 $ 154,580 $ 18,570 General Obligation School Bonds, Series 2013, consisting of Serial and Term Bonds, due in varying payments through March 15, 2043. Interest rates ranging from 4.0% to 5.0%, is payable March 15 First in a and September 15. True Interest Cost is series not 4.54%. Bonds maturing on March 15, to exceed 2024 and thereafter are callable. $ $1,200,000 $ 190,005 $ 186,930 General Obligation School Bonds, Series 2014A, consisting of Serial and Term Bonds, due in varying payments through March 15, 2044. Interest, at a rate of 5.0%, is payable March 15 and September Second in a 15. True Interest Cost is 4.68%. Bonds series not maturing on March 15, 2025 and to exceed thereafter are callable. $ $1,200,000 $ 96,475 $ 96,475 Total Long-Term Bonds Payable $ 349,151 B-62 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA NOTES TO THE FINANCIAL STATEMENTS For the Fiscal Year Ended June 30, 2015 10. LONG-TERM BONDS PAYABLE, Continued: Several of the SBE long-term bonds are callable prior to maturity during the years 2019 through 2024. The GOB and SBE debt service requirements to maturity, assuming none of the SBE bonds are called prior to their scheduled maturity date, are as follows (in thousands): Year Ending Total Debt Service June 30 Principal Interest Requirements 2016 $ 43,272 $17,045 $ 60,317 2017 20,272 15,265 35,537 2018 6,607 14,254 20,861 2019 6,711 13,923 20,634 2020 6,872 13,590 20,462 2021-2025 38,892 62,494 101,386 2026-2030 45,585 52,139 97,724 2031-2035 54,555 40,045 94,600 2036-2040 69,620 24,974 94,594 2041-2045 56,765 6,366 63,131 Total $ 349,151 $260,095 $ 609,246 B-63 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA NOTES TO THE FINANCIAL STATEMENTS For the Fiscal Year Ended June 30, 2015 11. OBLIGATIONS UNDER LEASE PURCHASE AGREEMENT – CERTIFICATES OF PARTICIPATION AND QUALIFIED ZONE ACADEMY BONDS (QZABs): On August 1, 1994, the District entered into a Lease Purchase Agreement, with the Dade County School Board Foundation, Inc., a Florida not-for-profit corporation (the “Foundation”) and blended component unit of the District, to finance the acquisition and construction of new schools and appurtenant equipment and other property (the “Facilities”) to be operated by the District. The members of the School Board serve as the Board of Directors of The Foundation. The Foundation was formed by the School Board solely for the purpose of acting as the lessor of the Facilities, with the District as lessee. The School Board as lessor entered into Ground Leases with the Foundation for the Facilities sites and all improvements. In conjunction therewith, Certificates of Participation, (the “Certificates”) were issued to third parties, evidencing undivided proportionate interests in basic lease payments to be made by the District, as lessee, pursuant to the Lease Purchase Agreement. Fee title to the Facilities and the Facilities site is in the name of the District. The District is responsible for operation, maintenance, use, occupancy, upkeep and insurance of the Facilities. The Foundation leases the Facilities to the District under the Lease Purchase Agreements, which are automatically renewable annually through May 1, 2037, unless terminated, in accordance with the provisions of the Lease Purchase Agreements, as a result of default or the failure of the School Board to appropriate funds to make lease payments in its final official budget. The remedies on default or upon an event of non-appropriation include the surrender of the Facilities by the District and its re-letting for the remaining Ground Lease term, or the voluntary sale of the Facilities by the School Board, in either case with the proceeds to be applied against the School Board’s obligations under the Lease Purchase Agreements. The Certificates are not separate legal obligations of the School Board, but represent undivided interests in lease payments to be made from appropriated funds budgeted annually by the School Board for such purpose from current or other funds authorized by law and regulations of the Department of Education, including the local optional millage levy. However, neither the School Board, the District, the State of Florida, nor any political subdivision thereof, are obligated to pay, except from appropriated funds, any sums due under the Lease Purchase Agreement from any source of taxation. The full faith and credit of the School Board and the District is not pledged for payment of such sums due under the Lease Purchase Agreements and such sums do not constitute an indebtedness of the School Board or the District within the meaning of any constitutional or statutory provision or limitation. The District plans to make the Series 2006C, 2006D, 2012B-1, 2012B-2, and 2014B lease payments from the impact fees collected on new residential construction by Miami-Dade County and remitted to the School Board, and from Local Optional Millage Levy. Basic lease payments are deposited with the Trustee semi-annually. For accounting purposes, due to the consolidation of the Foundation within the financial statements, basic lease payments are reflected as debt service expenditures when payable to Certificate holders. A trust fund was established with the Trustee to facilitate payments in accordance with the Lease Purchase Agreements and the Trust Agreements. Various accounts are maintained by the Trustee in accordance with the trust indenture. All funds held in the various accounts, are invested by the Trustee, as directed by the School Board. Interest earned on funds in the Acquisition Account is transferred to the Lease Payment Account. Under the American Recovery and Reinvestment Act of 2009, Qualified School Construction Bonds (QSCBs) and Build America Bonds (BABs) were established to provide for taxable obligations to be issued by the School District with a federal subsidy for interest. The Series 2009B and 2010A were issued under the Qualified School Construction Bond program and Series 2010B were issued under the Build America Bond program. The 2009B Series provides federal tax credits in lieu of interest payments to the Certificate holder, which is similar to the Series 2003, and 2006 Qualified Zone Academy Bonds (QZAB) program. The Series 2010A and 2010B, along with the Series 2010 QZAB, were issued as direct pay bonds whereby the interest subsidy is paid directly to the School District by the U.S. Treasury. B-64 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA NOTES TO THE FINANCIAL STATEMENTS For the Fiscal Year Ended June 30, 2015 11. OBLIGATIONS UNDER LEASE PURCHASE AGREEMENT – CERTIFICATES OF PARTICIPATION AND QUALIFIED ZONE ACADEMY BONDS (QZABs), Continued: The Internal Revenue Services (IRS) announced on March 4, 2013, that payments to issuers of these bonds were subject to a reduction of 8.7% of the amount budgeted for such payment. This sequester reduction rate has been modified annually, and all refund payments processed on or after October 1, 2014 and on or before September 30, 2015, will be reduced by the fiscal year 2015 sequestration rate of 7.3%. Accordingly, unless Congress acts to again change the sequester percentage or otherwise changes the application of the cuts, the School Board anticipates its aggregate expected QSCB Issuer Subsidy, BAB Issuer Subsidy and QZAB Issuer Subsidy of $7,258 (in thousands) to be reduced by 7.3% which equates to a reduction of approximately $528 (in thousands), for fiscal year 2015, resulting in a corresponding increase in interest costs for the District that must be paid from other revenue sources. A summary of Certificates of Participation and QZABs payable as of June 30, 2015 is as follows (in thousands): Final Debt Series Issue Date Maturity Interest Rate(s) Issued Outstanding 2003 Qualified Zone Academy 12/18/03 12/18/18 N/A $ 9,744 $ 9,744 Bonds – Interest is paid by U.S. Government through issuance of federal income tax credits. 2006 Qualified Zone Academy 12/15/06 12/15/22 N/A 2,599 2,599 Bonds – Interest is paid by U.S. Government through issuance of federal income tax credits. 2010 Qualified Zone Academy 11/10/10 11/01/29 True Interest Cost 0.15% 24,480 24,480 Bonds – 5.10% Tax Credit paid by 5.25% (without 5.10% U.S. U.S. Government to the District. Subsidy) 2001B Series – Auction Rate 06/19/01 05/01/31 Variable Interest 0.93% @ 54,650 40,375 Certificates converted to variable June 30, 2015 rate mode based on LIBOR plus 0.75% under a Private Placement with predetermined reset terms. 2002A Series – Auction Rate 12/13/02 08/01/27 Variable Interest 0.82% @ 75,000 51,680 Certificates converted to variable June 30, 2015 rate mode based on SIFMA plus 0.75% under a Private Placement with predetermined reset terms. 2002B Series – Auction Rate 12/13/02 08/01/27 Variable Interest 0.82% @ 75,000 51,680 Certificates converted to variable June 30, 2015 rate mode based on SIFMA plus 0.75% under a Private Placement with predetermined reset terms. 2006A Series – Serial & Term 03/15/06 11/01/31 True Interest Cost 4.49% 201,080 7,750 Certificates. 3.375% to 5.00% 2006B Series – Serial & Term 04/11/06 11/01/31 True Interest Cost 4.54% 208,150 6,800 Certificates. 3.50% to 5.00% 2006C Series – Serial & Term 05/10/06 10/01/21 True Interest Cost 4.41% 53,665 29,660 Certificates. 3.875% to 5.00% 2006D Series – Serial Certificates. 12/21/06 10/01/21 True Interest Cost 4.098% 10,570 9,160 Partially refunded 2001C Series. 3.625% to 5.00% 2007A Series – Serial & Term 05/10/07 05/01/32 True Interest Cost 4.52% 316,515 21,495 Certificates. 3.75% to 5.00% 2007B Series – Serial & Term 05/24/07 05/01/32 True Interest Cost 4.47% 101,265 7,595 Certificates. 4.00% to 5.00% B-65 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA NOTES TO THE FINANCIAL STATEMENTS For the Fiscal Year Ended June 30, 2015 11. OBLIGATIONS UNDER LEASE PURCHASE AGREEMENT – CERTIFICATES OF PARTICIPATION AND QUALIFIED ZONE ACADEMY BONDS (QZABs), Continued: A summary of Certificates of Participation payable as of June 30, 2015 is as follows (in thousands): Final Debt Series Issue Date Maturity Interest Rate(s) Issued Outstanding 2007C Series – Auction Rate 05/24/07 05/01/37 Variable Interest 0.93% @ $ 90,825 $ 90,825 Certificates converted to variable June 30, 2015 rate mode based on LIBOR plus 0.75% under a Private Placement with predetermined reset terms. 2008A Series – Serial Certificates. 06/19/08 08/01/26 True Interest Cost 4.327% 233,400 155,225 Forward cash refunded 1998A & 5% 1998C Series. 2008B Series – Serial & Term 05/28/08 05/01/33 True Interest Cost 4.869% 538,305 507,985 Certificates. 3.5% to 5.25% 2008C Series – Variable Rate 08/01/08 07/15/27 Variable Interest 0.93% @ 57,770 55,280 Demand Notes converted to a five June 30, 2015 year Floating Rate Note effective May 16, 2012 based on 70% of LIBOR plus 0.80%. If cannot be remarketed, interest shall accrue at Base Rate plus 1%, and from the 31st day, interest shall accrue at Base Rate plus 5%. 2009A Series – Serial & Term 02/26/09 02/01/34 True Interest Cost 5.28% 310,055 263,520 Certificates. 3.00% to 5.375% 2009B Series – Qualified School 12/15/09 12/15/26 N/A 104,000 104,000 Construction Bonds. Interest is paid by U.S. Government through issuance of federal income tax credits (sold at a discount price of 73.673% resulting in a True Interest Cost of 1.859%). 2010A Series – Qualified School 06/24/10 06/15/27 True Interest Cost 0.852% 96,290 96,290 Construction Bonds, 5.54% Tax 6.24% to 6.49% (without Credit paid by U.S. Government to 5.54% U.S. Subsidy) the District. 2010B Series – Build America 06/24/10 06/15/32 True Interest Cost 4.523% 27,990 27,990 Bonds, 35% Tax Credit paid by 6.84% to 6.94% (without U.S. Government to the District. 35% U.S. Subsidy) 2011A Series – Include fixed rate 03/29/11 05/01/31 True Interest Cost 4.449% 139,055 48,620 certificates refunded of Series 2.5% to 5% 2003B. Term bonds fully refunded by the 2014A Series. 2011B Series – Include fixed rate 03/29/11 05/01/32 True Interest Cost 5.154% 137,660 137,660 and term rate certificates partially 5% to 5.75% refunded of Series 2007A, 2007B, and 2009A. Term bonds include a mandatory 5 year soft put on 05/01/16 of $70,000 at 100%. If cannot be remarketed, interest shall accrue at 11% per year. 2012A Series – Include Fixed Rate 07/05/12 08/01/29 True Interest Cost 3.606% 149,365 148,545 and Term Rate Certificates partially 2% to 5% refunded Series 2003D ($148,850). Term Bonds include a mandatory 4 year soft put on 8/1/2016 of $58,780 at 100%. B-66 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA NOTES TO THE FINANCIAL STATEMENTS For the Fiscal Year Ended June 30, 2015 11. OBLIGATIONS UNDER LEASE PURCHASE AGREEMENT – CERTIFICATES OF PARTICIPATION AND QUALIFIED ZONE ACADEMY BONDS (QZABs), Continued: A summary of Certificates of Participation payable as of June 30, 2015 is as follows (in thousands): Final Debt Series Issue Date Maturity Interest Rate(s) Issued Outstanding 2012B-1 Series – Serial 07/05/12 10/01/20 True Interest Cost 2.814% $ 13,765 $ 13,765 Certificates. Partially refunded 5% 2004A ($15,575). 2012B-2 Series – Serial 07/05/12 04/01/20 True Interest Cost 2.379% 15,655 15,655 Certificates. Partially refunded 4% 2005A ($16,725). 2013A Series – Serial Certificate. 05/01/13 05/01/32 True Interest Cost 4.199% 68,230 68,230 Partially refunded 2006A ($15,335), 5% 2006B ($12,470), 2007A ($9,525), 2007B ($2,075) and 2008B ($30,320). 2013B Series – Serial Certificates. 05/01/13 02/01/30 True Interest Cost 4.097% 8,160 8,160 Fully refunded 2003D ($2,110) and 5% partially refunded 2009A ($6,395). 2014A Series – Term Rate 03/11/14 05/01/31 True Interest Cost 4.056% 70,980 70,980 Certificates fully refunding the 5% 2011A Term Rate Certificates. The bonds have a mandatory 10 year soft put on 5/1/2024 at 100%. If cannot be remarketed, interest shall accrue at 11% per year. 2014B Series - Serial Certificates. 07/03/14 10/01/18 True Interest Cost 1.410% 38,130 38,130 Fully refunding on a forward 1.41% refunding basis the 2004A with a gross savings of $3,320 and a net present value savings of $3,213. 2014C Series – Serial Certificates 06/30/14 05/1/24 True Interest Cost 2.210% 4,085 3,770 2.21% 2014D Series – Serial Certificates. 11/20/14 11/01/31 True Interest Cost 3.053% 276,995 276,995 Partially refunding 2006A 4% to 5% ($146,565) and 2006B ($151,230) with a gross savings of $31,047 and a net present value savings of $24,556. 2015A Series – Serial Certificates. 01/21/15 05/01/32 True Interest Cost 3.166% 306,820 306,820 Partially refunding 2007A 5% ($249,470) and 2007B ($76,740) with a gross savings of $29,644 and a net present value savings of $22,847. $ 3,820,253 $ 2,701,463 B-67 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA NOTES TO THE FINANCIAL STATEMENTS For the Fiscal Year Ended June 30, 2015 11. OBLIGATIONS UNDER LEASE PURCHASE AGREEMENT – CERTIFICATES OF PARTICIPATION AND QUALIFIED ZONE ACADEMY BONDS (QZABs), Continued: At June 30, 2015 the following defeased certificates remain outstanding: Defeased Certificates Amount Outstanding ($ in thousands) 2006A $ 151,445 2006B $ 157,720 2007A $ 249,470 2007B $ 76,740 2008B $ 14,700 Debt service requirements for obligations under lease purchase agreements – Certificates of Participation and QZABs to maturity, assuming the obligations will be remarketed based on the specified soft put dates disclosed below, are as follows (in thousands): Year Ending Total Debt Service June 30 Principal Interest**** Requirements* 2016** $ 73,335 $ 110,413 $ 183,748 2017*** 107,280 107,839 215,119 2018 116,385 102,974 219,359 2019 127,767 98,726 226,493 2020 125,578 94,012 219,590 2021 - 2025** 669,126 391,475 1,060,601 2026 - 2030 958,752 233,145 1,191,897 2031 - 2035 484,340 39,950 524,290 2036 - 2037 38,900 524 39,424 Total $ 2,701,463 $ 1,179,058 $ 3,880,521 * The schedule above reflects required annual payments to the sinking fund for the retirement of the debt, and are not considered reduction of principal until the year of maturity. Total balance in the sinking funds as of year end is $36,823. ** Requirements for 2016 and 2024 include mandatory soft puts. If the District is unable to remarket the debt, the interest rate on the COPS will increase to 11%. Series 2011B has a 5-year soft-put on May 1, 2016 of $70 million. Series 2012A has a 4 year soft put on August 1, 2016 of $58.78 million. Series 2014A has a 10 year soft put on May 1, 2024 of $71 million. The District refunded on a forward basis the 2011B and 2012A soft puts with the 2016A and 2016B COP Series respectively, which were sold on April 28, 2015 and are set to close on February 3, 2016. (see Note 20) *** Requirements for 2017 include a 5-year floating rate note for COP Series 2008C, effective May 16, 2012 based on 70% of LIBOR plus 0.80%. The District intends to remarket in full, however if it cannot be remarketed interest shall accrue at base rate plus 1%, and from the 31st day, interest shall accrue at base rate plus 5%. **** Interest rates on several obligations are variable. The rates for such obligations range from 0.82% - 0.93%. B-68 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA NOTES TO THE FINANCIAL STATEMENTS For the Fiscal Year Ended June 30, 2015 11. OBLIGATIONS UNDER LEASE PURCHASE AGREEMENT – CERTIFICATES OF PARTICIPATION AND QUALIFIED ZONE ACADEMY BONDS (QZABs), Continued: Hedging Derivative Instrument: Objectives: The District entered into pay-fixed interest rate forward swaps (referred to herein collectively as “Swaps”) in order to lower its cost of capital and protect against rising interest rates. The Swaps are classified as cash flow hedges on the District’s floating rate debt and were executed to manage its mix of fixed and floating rate exposure in its on-going borrowing program. The following Swaps had changes in fair value totaling $896 (in thousands) classified as a decrease of the Deferred Outflow of Resources and all fair values (including accrued interest) have been calculated using the zero-coupon method independently calculated. This method calculates the future net settlement payments required by the swap, assuming that the current forward rates implied by the yield curve correctly anticipate future spot interest rates. The payments are then discounted using the spot rates implied by the current yield curve for hypothetical zero-coupon bonds due on the date of each future net settlement of the swap. Notional Fixed Variable Counterparty Amount Effective Termination Associated Payable Receivable credit rating at Fair Value at Counterparty Outstanding Date Date Certificates Swap Rate Swap Rate June 30, 2015* June 30, 2015 Royal Bank of $51,680,000 04-01-2007 08-01-2027 COP 2002A 3.821% 70% 1Mo Aa3/AA-/AA (7,683,039) Canada LIBOR Royal Bank of $51,680,000 04-01-2007 08-01-2027 COP 2002B 3.821% 70% 1Mo Aa3/AA-/AA (7,806,886) Canada LIBOR Royal Bank of $55,280,000 03-08-2012 07-15-2027 COP 2008C 3.909% 70% 1Mo Aa3/AA-/AA (11,085,868) Canada LIBOR *Moody’s/S&P/FITCH Total $ (26,575,793) Using rates as of June 30, 2015, debt service requirements for variable rate debt and net Swap payment, assuming current interest rates remain the same, are as follows (in thousands): Hedging Total Debt Derivative Total Service Fiscal Year Principal Interest Instruments, Net Interest Requirement 2016 $ 7,935 $ 1,318 $ 5,705 $ 7,023 $ 14,958 2017 $ 8,330 $ 1,266 $ 5,406 $ 6,672 $ 15,002 2018 $ 7,990 $ 1,195 $ 5,078 $ 6,273 $ 14,263 2019 $ 8,610 $ 1,127 $ 4,622 $ 5,749 $ 14,359 2020 $ 8,855 $ 1,055 $ 4,433 $ 5,488 $ 14,343 2021 – 2025 $ 51,550 $ 4,077 $ 16,655 $ 20,733 $ 72,283 2026 – 2028 $ 65,370 $ 1,025 $ 3,691 $ 4,716 $ 70,086 Total $ 158,640 $ 11,063 $ 45,590 $ 56,654 $ 215,294 Risk Disclosure: Credit Risk. The Swaps rely upon the performance of the third parties who serve as swap counterparties, and as a result the District is exposed to credit risk, or the risk that a swap counterparty fails to perform according to its contractual obligations. The appropriate measurement of this risk at the reporting date is the fair value of the Swaps, as shown in the columns labeled Fair Value in the table above. To mitigate credit risk, the District maintains strict credit standards for swap counterparties. The current swap counterparty has ratings in double-A category or better. To further mitigate counterparty credit risk, the District’s swap documents require counterparties to post collateral for the District’s benefit if they are downgraded below Aa3 by Moody’s and below AA- by Standard & Poor’s, if the swap values exceed specified thresholds. Collateral is to be in the form of US Treasuries or Agency securities held by a third party custodian. Currently, the Swaps have not been in an asset position requiring the posting of collateral. There is no master netting arrangement on the outstanding Swaps. B-69 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA NOTES TO THE FINANCIAL STATEMENTS For the Fiscal Year Ended June 30, 2015 11. OBLIGATIONS UNDER LEASE PURCHASE AGREEMENT – CERTIFICATES OF PARTICIPATION AND QUALIFIED ZONE ACADEMY BONDS (QZABs), Continued: Interest Rate Risk. The Swaps are intended to protect the District against changes in floating interest rates. If floating rates rise, the District’s payment on the variable rate bonds should increase but should be offset by the variable rate payments it receives under the Swaps. Basis Risk. The District’s Swaps expose the District to basis risk should the relationship between the floating rates the District will receive on the swaps (70% of LIBOR) fall short of the variable rate on the associated bonds, the expected savings may not be realized. As of June 30, 2015, the variable rate was 0.07%, while the LIBOR rate was 0.19% on both the 2002A & 2002B certificates, and the District received 0.13% (70%) on both the 2002A & 2002B certificates. As of June 30, 2015, the 2008C variable rate was 0.13%, while the LIBOR rate was 0.19% and the District received 0.13% (70%). Termination Risk. The District’s Swap agreements do not contain any out-of-the-ordinary termination events that would expose it to significant termination risk. In keeping with market standards the District or the counterparty may terminate each swap if the other party fails to perform under the terms of the contract. In addition, the swap documents allow either party to terminate in the event of a significant loss of creditworthiness. If at the time an early termination of the swap was declared and the swap had a negative value, the District would be liable to the counterparty for a payment equal to the fair value of such swap. The District views such events to be remote in the case of the current counterparty which is rated Aa3/AA-. On March 8, 2012 the District replaced the Merrill Lynch Capital Markets (MLCS) swap associated with the 2008C COP due to an Additional Termination Event, which occurred when MLCS guarantor, Merrill Lynch & Co. was downgraded by Moody’s to below A3. The District’s Swap agreements provide the optional right of the District to replace the swap with a new creditworthy counterparty when an Additional Termination Event occurs. 12. DEBT SERVICE: The amount available for debt service consists of resources from the Debt Service Funds legally required to be used for debt service until the related debt is extinguished (in thousands): Fund Categories: Balance Restricted for Payment of State Board of Education and Capital Outlay Bonds $ 695 Restricted for Payment of District Bond Funds 27,298 Restricted for Other Debt Service 12,249 Total Available in Debt Service Funds $ 40,242 All Certificates of Participation Lease Payments and all other amounts required to be paid by the School Board under the various Series under the Master Lease and all other Leases are made from legally available funds appropriated for such purpose by the School Board. The substantive portion for these payments is provided by the Local Optional Millage Levy on ad-valorem property. Separate Lease Payment Accounts are established for each series of Certificates issued under the Trust Agreement. Lease Payments are due under the Master Lease on an all-or-none basis and are payable on a parity basis solely from legally available funds appropriated by the School Board for such purpose. Such payments are normally transferred to the Trustee 15 days before Lease Payments are due. B-70 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA NOTES TO THE FINANCIAL STATEMENTS For the Fiscal Year Ended June 30, 2015 13. ESTIMATED LIABILITY ON INSURANCE RISKS AND PENDING CLAIMS: The District is exposed to various risks of loss related to torts; theft of, damage to, and destruction of assets; administrative errors and omissions; injuries to employees, students and guests; as well as natural disasters. The District is self-insured for portions of its general and automobile liability insurance, workers’ compensation and health insurance. Losses involving auto and general liability claims are limited (generally) by provisions of the Florida State Statute 768.28. Claims brought against the District are handled by a contracted third-party administrator. The District purchases commercial insurance for other risks including property and other miscellaneous risks as follows: Risk Retention/ Coverage after Type Deductible Retention/Deductible Workers’ Compensation $1,500,000 Statutory/$3,000,000 General, Fleet Liability, and $500,000 per occurrence, $3,250,00 $200,000/$300,000 Errors and Omissions annual aggregate Property $100,000,000 per occurrence for $300,000,000 per occurrence/annual hurricanes; $1,000,000 per incident aggregate for all perils including for all other perils. windstorms, earthquakes and floods. $100,000 for each act of terrorism $50,000,000 annual aggregate Accordingly, liabilities for certain retained risks are reported when it is probable that a loss has occurred and the amount of the loss can be reasonably estimated. The District’s estimated liability for self- insured losses relating to the casualty program consisting of general liability, automobile liability, professional liability/errors and omissions, and workers’ compensation claims was determined by an independent actuarial valuation performed as of June 30, 2015. Liabilities, as determined by the actuary, include an amount for claims that have been incurred but not reported (IBNR). Claims liabilities are calculated considering the effects of inflation, recent claim settlement trends including frequency and amount of pay-outs and other economic and social factors. The portion of the liability that is due and payable at June 30, 2015 is recorded in the General Fund and the remaining portion is recorded in the government-wide financial statements. Liability for incurred losses to be settled by fixed or reasonably determinable payments over a long period of time are reported at their present value using expected future investment yield of 2.5%. The School Board authorized the purchase of Individual Stop Loss (ISL) coverage for its self-insured health program effective January 1, 2015 from Cigna, with an attachment point of $880,000 per claimant. The School Board approved a set of premium equivalent rates, based upon actuarial projections of claims including claims incurred but not reported (IBNR) for the calendar year, provided by the School Board’s Employee Benefits Consulting firms of AON Hewitt and Cigna. The calendar year 2015 monthly rates for the three offered Open Access Programs (OAP) are $692 (OAP 10), $656 (OAP 20) and $655 (Local Plus). The Board’s contribution for employee only coverage is limited to the $655 (Local Plus); therefore, employees who choose the OAP 10 or OAP 20 are subject to a monthly cost share based upon their salary band. Effective January 1, 2010, the cost of dependent healthcare coverage became banded by salary tiers which was renewed for January 1, 2015. The School Board continues to offer an opt out provision for employees who can provide proof of insurance coverage. Employees who opt out receive a monthly adjustment to gross compensation of $100/month. The District’s estimated liability for health insurance claim payments was determined by an independent actuarial valuation performed as of June 30, 2015. There were no losses which exceeded coverage in fiscal years ended June 30, 2013, 2014 and 2015. B-71 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA NOTES TO THE FINANCIAL STATEMENTS For the Fiscal Year Ended June 30, 2015 13. ESTIMATED LIABILITY ON INSURANCE RISKS AND PENDING CLAIMS, Continued: A total estimated liability amount of $178.7 million was actuarially determined to cover reported and unreported claims payable at June 30, 2015. It is estimated that of the current portion, $61.0 million is due within a year. The remaining $117.7 million will be due in future years. Estimated Liability For Pending Claims (in thousands) Current Long-Term Portion Portion Total Workers’ compensation $ 29,671 $ 104,998 $ 134,669 General and occupational liability 4,216 10,664 14,880 Fleet liability 1,274 2,043 3,317 Group Health 25,881 - 25,881 Total $ 61,042 $ 117,705 $ 178,747 Changes in the balance of claims liabilities for the years ended June 30, 2014 and 2015 are as follows (in thousands): Current year claims and Balance changes in Claim Balance July 1, 2013 estimates payments June 30, 2014 Workers’ compensation $ 85,479 $ 75,052 $ (33,332) $ 127,199 General and occupational liability 11,671 5,042 (1,972) 14,741 Fleet liability 3,862 2,100 (1,549) 4,413 Group Health 37,623 322,805 (327,621) 32,807 Total $ 138,635 $ 404,999 $ (364,474) $ 179,160 Current year claims and Balance changes in Claim Balance July 1, 2014 estimates payments June 30, 2015 Workers’ compensation $ 127,199 $ 41,782 $ (34,312) $ 134,669 General and occupational liability 14,741 2,552 (2,413) 14,880 Fleet liability 4,413 1,050 (2,146) 3,317 Group Health 32,807 302,973 (309,899) 25,881 Total $ 179,160 $ 348,357 $ (348,770) $ 178,747 B-72 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA NOTES TO THE FINANCIAL STATEMENTS For the Fiscal Year Ended June 30, 2015 14. CHANGES IN LONG-TERM LIABILITIES: Long-term liabilities balances and activity for the year ended June 30, 2015 are as follows (in thousands): Amounts Balance Balance Due Within July 1, 2014 Additions Deductions June 30, 2015 One Year Bonds Payable $ 423,738 $ 13,351 * $ (72,077) $ 365,012 ** $ 43,272 Certificates of Participation Payable, net 2,855,557 721,900 ***(757,920) 2,819,537 **** 73,335 Derivative Instrument Liabilities 27,472 - (896) 26,576 - Capital Leases Payable 103,555 32,570 (29,735) 106,390 35,727 Self-Insurance Estimated Claims Payable 179,160 348,357 (348,770) 178,747 61,042 Retirement Incentive Benefits 1,515 7 - 1,522 167 Compensated Absences 277,091 23,483 (25,085) 275,489 15,939 Other Post Employment Benefits 19,976 6,465 - 26,441 - Interlocal Construction Contract Agreement 2,000 - - 2,000 - Total $ 3,890,064 $ 1,146,133 $ (1,234,483) $ 3,801,714 $ 229,482 * Includes premium on refunding of debt of $824. ** Includes unamortized premium in the amount of $15,861. *** Includes premium on refunding of debt of $99,954. **** Amount is $118,074 more than the principal balance of $2,701,463 in Note 11, the difference represents the net unamortized premium on outstanding debt issues. Payments for insurance claims (other than health insurance claims that are paid from the Internal Service Fund), retirement incentive benefits, compensated absences, and other post employment benefits are paid by the General Fund. Capital Leases are primarily paid from capital project funds. B-73 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA NOTES TO THE FINANCIAL STATEMENTS For the Fiscal Year Ended June 30, 2015 15. STATE REVENUE SOURCES: A major source of the District’s revenue is received from the State of Florida, who provided approximately 34% of total revenues in fiscal year 2014-15. The following is a schedule of state revenue sources and amounts (in thousands): Sources Amount Florida Education Finance Program $ 661,800 Categorical Educational Programs 425,989 Workforce Development 79,272 Charter School Capital Outlay Funding 19,441 Capital Outlay and Debt Service (CO&DS) Withheld for SBE/COBI Bonds 13,437 Public Education Capital Outlay (PECO) 5,987 Food Service Supplement 2,210 CO&DS Distributed 1,381 District Discretionary Lottery Funds 1,299 Adults with Disabilities 1,065 Workforce Education Performance Incentive 893 Full Service Schools 747 State License Tax 225 CO&DS Withheld For Administrative Expense 225 Interest on Undistributed CO&DS 98 SBE/COBI Bond Interest 11 Miscellaneous 3,254 Total $ 1,217,334 B-74 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA NOTES TO THE FINANCIAL STATEMENTS For the Fiscal Year Ended June 30, 2015 16. PROPERTY TAXES: The Board is authorized by state law to levy property taxes for District school operations, capital improvements and debt service. Property taxes consist of ad valorem taxes on real and personal property within the District. Property taxes are assessed by the County Property Appraiser and are collected by the County Tax Collector. Property values are assessed as of January 1 of each year. Taxes are levied after the millage rate is certified in September of each year. Tax bills are mailed in October and taxes are payable between November 1 of the year assessed and March 31 of the following year at discounts of up to 4% for early payment. Taxes become delinquent on April 1 of the year following the year levied for. State law provides for enforcement of collection of real property taxes. First, interest-bearing tax certificates are sold at public auction to recover delinquent taxes. Finally, if the tax certificates are not paid with accrued interest by the property owner, the purchaser of the tax certificate is entitled to take possession of the property. Accordingly, substantially all of the taxes assessed for calendar year 2014 have been recognized for the fiscal year ended June 30, 2015. The State Constitution limits the levying of non-voted taxes by the School Board to 10 mills ($10.00 per thousand of assessed valuation). State law prescribes on an annual basis the upper limit of non- voted property tax millage that may be levied. For fiscal year 2014-15, 7.775 mills was levied. The total adjusted assessed value for calendar year 2014 on which the fiscal year 2015 levy was based, was approximately $227.8 billion. Actual property taxes collected and reflected in the table below totaled 94.3% of taxes levied, including collections from prior years’ tax levies but exclude tax redemptions. The Miami-Dade County Tax Collector is not required by law to make an accounting to the District of the difference between taxes levied and taxes collected. However, because discounts are allowed for early payment of taxes and because of other reasons for noncollection, the District’s budget anticipates that 96% of taxes levied will be collected. The following is a summary of millages and taxes levied on the 2014 tax roll for the fiscal year 2014- 15 (in thousands): Taxes Millages Levied Collected Uncollected (Net) GENERAL FUND Nonvoted School Tax: Required Local Effort 5.527 $ 1,297,756 $ 1,223,044 $ 74,712 Discretionary Local Effort .687 161,310 152,023 9,287 6.214 $ 1,459,066 $ 1,375,067 $ 83,999 CAPITAL PROJECT FUNDS Nonvoted Tax: Local Capital Improvements 1.561 $ 366,528 $ 345,774 $ 20,754 DEBT SERVICE FUNDS Voted Tax: Debt Service - General Obligation Bonds .199 $ 46,726 $ 44,326 $ 2,400 Taxes reported in the Governmental Funds as reflected above include an accrual only for taxes collected within 60 days after the fiscal year-end. In the government-wide financial statements the District bases the estimates of taxes receivable and uncollectible taxes on historical experience. For fiscal year 2014-15, the District considered $49.9 million or 2.7% of levied taxes as uncollectible. B-75 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA NOTES TO THE FINANCIAL STATEMENTS For the Fiscal Year Ended June 30, 2015 17. RETIREMENT BENEFITS: The School Board provides retirement benefits to its employees through the Florida Retirement System (FRS and HIS), the Supplemental Early Retirement Plan (SERP), and a Deferred Retirement Option Program (DROP), as well as state approved Other Post Employment Benefits (OPEB) in the form of subsidized health insurance premiums. Florida Retirement System The School Board participates in the Florida Retirement System (FRS). The FRS was created in Chapter 121, Florida Statutes, to provide a defined benefit pension plan for participating public employees. The FRS was amended in 1998 to add the Deferred Retirement Option Program under the defined benefit plan and amended in 2000 to provide a defined contribution plan alternative to the defined benefit plan for FRS members effective July 1, 2002. This integrated defined contribution pension plan is the FRS Investment Plan. Chapter 112, Florida Statutes, established the Retiree Health Insurance Subsidy (HIS) Program, a cost-sharing multiple-employer defined benefit pension plan, to assist retired members of any state-administered retirement system in paying the costs of health insurance. Essentially all regular employees of the District are eligible to enroll as members of the State- administered FRS. Provisions relating to the FRS are established by Chapters 121 and 122, Florida Statutes; Chapter 112, Part IV, Florida Statutes; Chapter 238, Florida Statutes; and FRS Rules, Chapter 60S, Florida Administrative Code; wherein eligibility, contributions, and benefits are defined and described in detail. Such provisions may be amended at any time by further action from the Florida Legislature. The FRS is a single retirement system administered by the Florida Department of Management Services, Division of Retirement, and consists of the two cost-sharing, multiple-employer defined benefit plans and other nonintegrated programs. A comprehensive annual financial report of the FRS, which includes its financial statements, required supplementary information, actuarial report, and other relevant information, is available from the Florida Department of Management Services’ Web site (www.dms.myflorida.com). The District’s pension expense for FRS and HIS totaled $63.3 million for the fiscal year ended June 30, 2015. FRS Pension Plan Plan Description. The FRS Pension Plan (Plan) is a cost-sharing multiple-employer defined benefit pension plan, with a Deferred Retirement Option Program (DROP) for eligible employees. The general classes of membership are as follows: Regular Class – Members of the FRS who do not qualify for membership in the other classes. Elected County Officers Class – Members who hold specified elective offices in local government. Senior Management Service Class (SMSC) – Members in senior management level positions. Special Risk Class – Members who are employed as law enforcement officers and meet the criteria to qualify for this class. Employees enrolled in the Plan prior to July 1, 2011, vest at six years of creditable service and employees enrolled in the Plan on or after July 1, 2011, vest at eight years of creditable service. All vested members, enrolled prior to July 1, 2011, are eligible for normal retirement benefits at age 62 or at any age after 30 years of service (except for members classified as special risk who are eligible for normal retirement benefits at age 55 or at any age after 25 years of service). All members enrolled in the Plan on or after July 1, 2011, once vested, are eligible for normal retirement benefits at age 65 or any time after 33 years of creditable service (except for members classified as special risk who are eligible for normal retirement benefits at age 60 or at any age after 30 years of service). Members of the Plan may include up to 4 years of credit for military service toward creditable service. B-76 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA NOTES TO THE FINANCIAL STATEMENTS For the Fiscal Year Ended June 30, 2015 17. RETIREMENT BENEFITS, Continued: Florida Retirement System - continued The Plan also includes an early retirement provision; however, there is a benefit reduction for each year a member retires before his or her normal retirement date. The Plan provides retirement, disability, death benefits, and annual cost-of-living adjustments to eligible participants. DROP, subject to provisions of Section 121.091, Florida Statutes, permits employees eligible for normal retirement under the Plan to defer receipt of monthly benefit payments while continuing employment with an FRS employer. An employee may participate in DROP for a period not to exceed 60 months after electing to participate, except that certain instructional personnel may participate for up to 96 months. During the period of DROP participation, deferred monthly benefits are held in the FRS Trust Fund and accrue interest. The net pension liability does not include amounts for DROP participants, as these members are considered retired and are not accruing additional pension benefits. Benefits Provided. Benefits under the Plan are computed on the basis of age and/or years of service, average final compensation, and service credit. Credit for each year of service is expressed as a percentage of the average final compensation. For members initially enrolled before July 1, 2011, the average final compensation is the average of the five highest fiscal years’ earnings; for members initially enrolled on or after July 1, 2011, the average final compensation is the average of the eight highest fiscal years’ earnings. The total percentage value of the benefit received is determined by calculating the total value of all service, which is based on the retirement class to which the member belonged when the service credit was earned. Members are eligible for in-line-of-duty or regular disability and survivors’ benefits. The following chart shows the percentage value for each year of service credit earned: Class, Initial Enrollment, and Retirement Age/Years of Service % Value Regular Class members initially enrolled before July 1, 2011 Retirement up to age 62 or up to 30 years of service 1.60 Retirement at age 63 or with 31 years of service 1.63 Retirement at age 64 or with 32 years of service 1.65 Retirement at age 65 or with 33 or more years of service 1.68 Regular Class members initially enrolled on or after July 1, 2011 Retirement up to age 65 or up to 33 years of service 1.60 Retirement at age 66 or with 34 years of service 1.63 Retirement at age 67 or with 35 years of service 1.65 Retirement at age 68 or with 36 or more years of service 1.68 Elected County Officers 3.00 Senior Management Service Class 2.00 Special Risk Regular Service from December 1, 1970 through September 30, 1974 2.00 Service on and after October 1, 1974 3.00 As provided in Section 121.101, Florida Statutes, if the member is initially enrolled in the FRS before July 1, 2011, and all service credit was accrued before July 1, 2011, the annual cost-of-living adjustment is 3 percent per year. If the member is initially enrolled before July 1, 2011, and has service credit on or after July 1, 2011, there is an individually calculated cost-of-living adjustment. The annual cost-of-living adjustment is a proportion of 3 percent determined by dividing the sum of the pre-July 2011 service credit by the total service credit at retirement multiplied by 3 percent. Plan members initially enrolled on or after July 1, 2011, will not have a cost-of-living adjustment after retirement. B-77 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA NOTES TO THE FINANCIAL STATEMENTS For the Fiscal Year Ended June 30, 2015 17. RETIREMENT BENEFITS, Continued: Florida Retirement System - continued Contributions. The Florida Legislature establishes contribution rates for participating employers and employees. Contribution rates during the 2014-15 fiscal year were as follows: Percent of Gross Salary Class Employee Employer (1) FRS, Regular 3.00 7.37 FRS, Elected County Officers 3.00 43.24 FRS, Senior Management Service 3.00 21.14 FRS, Special Risk Regular 3.00 19.82 FRS, Special Risk Administrative 3.00 42.07 DROP - Applicable to Members from All of the Above Classes 0.00 12.28 FRS, Reemployed Retiree (2) (2) Notes: (1) Employer rates include 1.26 percent for the postemployment health insurance subsidy. Also, employer rates, other than for DROP participants, include 0.04 percent for administrative costs of the Investment Plan. (2) Contribution rates are dependent upon retirement class in which reemployed. The District’s contributions, for FRS and HIS totaled $123.4 million and employee contributions totaled $45.1 million for the fiscal year ended June 30, 2015. Pension Liabilities, Pension Expense, and Deferred Outflows of Resources and Deferred Inflows of Resources Related to Pensions. At June 30, 2015, the District reported a liability of $282.7 million for its proportionate share of the Plan’s net pension liability. The net pension liability was measured as of June 30, 2014, and the total pension liability used to calculate the net pension liability was determined by an actuarial valuation as of July 1, 2014. The District’s proportionate share of the net pension liability was based on the District’s 2013-14 fiscal year contributions relative to the 2013-14 fiscal year contributions of all participating members. At June 30, 2014, the District’s proportionate share was 4.63 percent, which was a decrease of (.023) percent from its proportionate share measured as of June 30, 2013. For the fiscal year ended June 30, 2015, the District recognized pension expense of $26.1 million related to the Plan. In addition, the District reported deferred outflows of resources and deferred inflows of resources related to pensions from the following sources (in thousands): B-78 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA NOTES TO THE FINANCIAL STATEMENTS For the Fiscal Year Ended June 30, 2015 17. RETIREMENT BENEFITS, Continued: Florida Retirement System - continued Deferred Outflows Deferred Inflows Description of Resources of Resources Differences between expected and actual experience $ - $ 17,496 Change of assumptions 48,962 - Net difference between projected and actual earnings on FRS pension plan investments - 471,616 Changes in proportion and differences between District FRS contributions and proportionate share of contributions - 3,327 District FRS contributions subsequent to the measurement date 107,295 - Total $ 156,257 $ 492,439 The deferred outflows of resources related to pensions, totaling $107.3 million, resulting from District contributions to the Plan subsequent to the measurement date, will be recognized as a reduction of the net pension liability in the fiscal year ended June 30, 2016. Other amounts reported as deferred outflows of resources and deferred inflows of resources related to pensions will be recognized in pension expense as follows (in thousands): Deferred outflows/ Fiscal Year Ending June 30 (inflows), net 2016 $ (89,956.4) 2017 (89,956.4) 2018 (89,956.4) 2019 (89,956.4) 2020 (89,956.4) Thereafter 6,305.0 Actuarial Assumptions. The total pension liability in the July 1, 2014 actuarial valuation was determined using the following actuarial assumptions, applied to all periods included in the measurement: Inflation 2.60 percent Salary Increases 3.25 percent, average, including inflation Investment rate of return 7.65 percent, net of pension plan investment expense, including inflation Mortality rates were based on the Generational RP-2000 with Projection Scale BB, with adjustments for mortality improvements based on Scale AA. The actuarial assumptions used in the July 1, 2014, valuation were based on the results of an actuarial experience study for the period July 1, 2008, through June 30, 2013. B-79 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA NOTES TO THE FINANCIAL STATEMENTS For the Fiscal Year Ended June 30, 2015 17. RETIREMENT BENEFITS, Continued: Florida Retirement System - continued The long-term expected rate of return on pension plan investments was not based on historical returns, but instead is based on a forward-looking capital market economic model. The allocation policy’s description of each asset class was used to map the target allocation to the asset classes shown below. Each asset class assumption is based on a consistent set of underlying assumptions, and includes an adjustment for the inflation assumption. The target allocation and best estimates of arithmetic and geometric real rates of return for each major asset class are summarized in the following table: Compound Annual Annual Target Arithmetic (Geometric) Standard Asset Class Allocation (1) Return Return Deviation Cash 1.00% 3.11% 3.10% 1.65% Intermediate-Term Bonds 18.00% 4.18% 4.05% 5.15% High Yield Bonds 3.00% 6.79% 6.25% 10.95% Broad US Equities 26.50% 8.51% 6.95% 18.90% Developed Foreign Equities 21.20% 8.66% 6.85% 20.40% Emerging Market Equities 5.30% 11.58% 7.60% 31.15% Private Equity 6.00% 11.80% 8.11% 30.00% Hedge Funds / Absolute Return 7.00% 5.81% 5.35% 10.00% Real Estate (Property) 12.00% 7.11% 6.35% 13.00% Total 100.00% Assumed inflation - Mean 2.60% 2.00% Note: (1) As outlined in the Plan’s investment policy Discount Rate. The discount rate used to measure the total pension liability was 7.65 percent. The Plan’s fiduciary net position was projected to be available to make all projected future benefit payments of current active and inactive employees. Therefore, the discount rate for calculating the total pension liability is equal to the long-term expected rate of return. Sensitivity of the District’s Proportionate Share of the Net Position Liability to Changes in the Discount Rate. The following presents the District’s proportionate share of the net pension liability calculated using the discount rate of 7.65 percent, as well as what the District’s proportionate share of the net pension liability would be if it were calculated using a discount rate that is 1-percentage-point lower (6.65 percent) or 1-percentage-point higher (8.65 percent) than the current rate (in thousands): 1% Current 1% Decrease Discount Rate Increase (6.65%) (7.65%) (8.65%) District's proportionate share of the net pension liability $ 1,209,211 $ 282,715 $ (487,592) Pension Plan Fiduciary Net Position. Detailed information about the Plan’s fiduciary net position is available in the separately issued FRS Pension Plan and Other State Administered Systems Comprehensive Annual Financial Report. B-80 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA NOTES TO THE FINANCIAL STATEMENTS For the Fiscal Year Ended June 30, 2015 17. RETIREMENT BENEFITS, Continued: Florida Retirement System - continued The Retiree Health Insurance Subsidy Program (HIS) Plan Description. The Retiree Health Insurance Subsidy Program (HIS Plan) is a cost-sharing multiple-employer defined benefit pension plan established under section 112.363, Florida Statutes, and may be amended by the Florida Legislature at any time. The benefit is a monthly payment to assist retirees of the State-administered retirement systems in paying their health insurance costs and is administered by the Division of Retirement within the Florida Department of Management Services, Division of Retirement. Benefits Provided. For the fiscal year ended June 30, 2015, eligible retirees and beneficiaries received a monthly HIS payment of $5 for each year of creditable service completed at the time of retirement, with a minimum HIS payment of $30 and a maximum HIS payment of $150 per month, pursuant to Section 112.363, Florida Statutes. To be eligible to receive a HIS Plan benefit, a retiree under a State- administered retirement system must provide proof of health insurance coverage, which may include Medicare. Contributions. The HIS Plan is funded by required contributions from FRS participating employers as set by the Florida Legislature. Employer contributions are a percentage of gross compensation for all active FRS members. For the fiscal year ended June 30, 2015, the contribution rate was 1.26 percent of payroll pursuant to section 112.363, Florida Statues. The District contributed 100 percent of its statutorily required contributions for the current and preceding three years. The HIS Plan contributions are deposited in a separate trust fund from which payments are authorized. The HIS Plan benefits are not guaranteed and are subject to annual legislative appropriation. In the event the legislative appropriation or available funds fail to provide full subsidy benefits to all participants, benefits may be reduced or canceled. Pension Liabilities, Pension Expense, and Deferred Outflows of Resources and Deferred Inflows of Resources Related to Pensions. At June 30, 2015, the District reported a net pension liability of $545.1 million for its proportionate share of the HIS Plan’s net pension liability. The net pension liability was measured as of June 30, 2014, and the total pension liability used to calculate the net pension liability was determined by an actuarial valuation as of July 1, 2014. The District’s proportionate share of the net pension liability was based on the District’s 2013-14 fiscal year contributions relative to the total 2013-14 fiscal year contributions of all participating members. At June 30, 2014, the District’s proportionate share was 5.83 percent, which was a decrease of (.052) percent from its proportionate share measured as of June 30, 2013. B-81 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA NOTES TO THE FINANCIAL STATEMENTS For the Fiscal Year Ended June 30, 2015 17. RETIREMENT BENEFITS, Continued: Florida Retirement System - continued For the fiscal year ended June 30, 2015, the District recognized pension expense of $37.2 million related to the HIS Plan. In addition, the District reported deferred outflows of resources and deferred inflows of resources related to pensions from the following sources (in thousands): Deferred Outflows Deferred Inflows Description of Resources of Resources Change of assumptions $ 19,397 $ - Net difference between projected and actual earnings on HIS pension plan investments 262 - Changes in proportion and differences between District HIS contributions and proportionate share of HIS contributions - 3,872 District contributions subsequent to the measurement date 21,315 - Total $ 40,974 $ 3,872 The deferred outflows of resources related to pensions, totaling $21.3 million, resulting from District contributions to the HIS Plan subsequent to the measurement date will be recognized as a reduction of the net pension liability in the fiscal year ended June 30, 2016. Other amounts reported as deferred outflows of resources and deferred inflows of resources related to pensions will be recognized in pension expense as follows (in thousands): Deferred outflows/ Fiscal Year Ending June 30 (inflows), net 2016 $ 2,121.8 2017 2,121.8 2018 2,121.8 2019 2,121.8 2020 2,121.8 Thereafter 5,177.5 Actuarial Assumptions. The total pension liability in the July 1, 2014, actuarial valuation was determined using the following actuarial assumptions, applied to all periods included in the measurement: Inflation 2.60 percent Salary Increases 3.25 percent, average, including inflation Municipal Bond Rate 4.29 percent Mortality rates were based on the Generational RP-2000 with Projected Scale BB. The actuarial assumptions used in the July 1, 2014 valuation were based on the results of an actuarial experience study for the period July 1, 2008, through June 30, 2013. B-82 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA NOTES TO THE FINANCIAL STATEMENTS For the Fiscal Year Ended June 30, 2015 17. RETIREMENT BENEFITS, Continued: Florida Retirement System - continued Discount Rate. The discount rate used to measure the total pension liability was 4.29 percent. In general, the discount rate for calculating the total pension liability is equal to the single rate equivalent to discounting at the long-term expected rate of return for benefit payments prior to the projected depletion date. Because the HIS benefit is essentially funded on a pay-as-you-go basis, the depletion date is considered to be immediate, and the single equivalent discount rate is equal to the municipal bond rate selected by the HIS Plan sponsor. The Bond Buyer General Obligation 20-Bond Municipal Bond Index was adopted as the applicable municipal bond index. Sensitivity of the District’s Proportionate Share of the Net Pension Liability to Changes in the Discount Rate. The following presents the District’s proportionate share of the net pension liability calculated using the discount rate of 4.29 percent, as well as what the District’s proportionate share of the net pension liability would be if it were calculated using a discount rate that is 1-percentage-point lower (3.29 percent) or 1-percentage-point higher (5.29 percent) than the current rate (in thousands): 1% Current 1% Decrease Discount Rate Increase (3.29%) (4.29%) (5.29%) District's proportionate share of the net pension liability $ 620,000 $ 545,094 $ 482,569 Pension Plan Fiduciary Net Position. Detailed information about the HIS Plan’s fiduciary net position is available in the separately issued FRS Pension Plan and Other State Administered Systems Comprehensive Annual Financial Report. FRS – Defined Contribution Pension Plan The District contributes to the FRS Investment Plan (Investment Plan), a defined contribution pension plan, for its eligible employees electing to participate in the Investment Plan. The Investment Plan is administered by the State Board of Administration (SBA), and is reported in the SBA’s annual financial statements and in the State of Florida Comprehensive Annual Financial Report. As provided in Section 121.4501, Florida Statutes, eligible FRS members may elect to participate in the Investment Plan in lieu of the FRS defined-benefit plan. District employees participating in the DROP are not eligible to participate in the Investment Plan. Employer and employee contributions, including amounts contributed to individual member’s accounts, are defined by law, but the ultimate benefit depends in part on the performance of investment funds. Benefit terms, including contribution requirements, for the Investment Plan are established and may be amended by the Florida Legislature. The Investment Plan is funded with the same employer and employee contribution rates that are based on salary and membership class (Regular Class, Elected County Officers, etc.), as the FRS defined benefit plan. Contributions are directed to individual member accounts, and the individual members allocate contributions and account balances among various approved investment choices. Allocations to the investment member’s accounts during the 2014-15 fiscal year were as follows: B-83 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA NOTES TO THE FINANCIAL STATEMENTS For the Fiscal Year Ended June 30, 2015 17. RETIREMENT BENEFITS, Continued: Florida Retirement System - continued Percent of Gross Membership Class Compensation FRS, Regular 6.30 FRS, Elected County Officers 11.34 FRS, Senior Management Service 7.67 For all membership classes, employees are immediately vested in their own contributions and are vested after one year of service for employer contributions and investment earnings. If an accumulated benefit obligation for service credit originally earned under the FRS Pension Plan is transferred to the Investment Plan, the member must have the years of service required for FRS Pension Plan vesting (including the service credit represented by the transferred funds) to be vested for these funds and the earnings on the funds. Nonvested employer contributions are placed in a suspense account for up to five years. If the employee returns to FRS-covered employment within the five year period, the employee will regain control over their account. If the employee does not return within the five year period, the employee will forfeit the accumulated account balance. Costs of administering the Investment Plan, including the FRS Financial Guidance Program, are funded through an employer contribution of 0.04 percent of payroll and by forfeited benefits of Investment Plan members. For the fiscal year ended June 30, 2015, the information for the amount of forfeitures was unavailable from the SBA; however, management believes that these amounts, if any, would be immaterial to the District. After termination and applying to receive benefits, the member may rollover vested funds to another qualified plan, structure a periodic payment under the Investment Plan, receive a lump-sum distribution, leave the funds invested for future distribution, or any combination of these options. Disability coverage is provided; the member may either transfer the account balance to the FRS Pension Plan when approved for disability retirement to receive guaranteed lifetime monthly benefits under the FRS Pension Plan, or remain in the Investment Plan and rely upon that account balance for retirement income. The District’s Investment Plan pension contributions totaled $12.0 million for the fiscal year ended June 30, 2015. B-84 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA NOTES TO THE FINANCIAL STATEMENTS For the Fiscal Year Ended June 30, 2015 17. RETIREMENT BENEFITS, Continued: Supplemental Early Retirement Plan Plan Description In addition to participating in the FRS Plan, the School Board established an early retirement plan on July 1, 1984. The plan is a single employer, non-contributory defined benefit plan administered by an independent trustee and investments are managed by the District. Benefits Provided – The Plan was established in order to supplement an early retiree’s benefits by the amount of reduction imposed by the FRS. The Plan provides supplemental income for those employees who retired between the ages of 55 and 61 and who had completed at least 25 years, but not more than 28 years of creditable service. Payments under the Plan are equal to the difference in monthly retirement income for the participant under the FRS between the retirement benefit based on average final compensation, as defined above, and creditable service as of the member’s early retirement date and the early retirement benefit under the FRS. Benefits are subject to an annual 3% cost of living adjustment. These benefit provisions and all other requirements are established by Florida Statutes, Section 1012.685. At June 30, 2015 the total number of retirees and beneficiaries of deceased retirees currently receiving benefits is 544, averaging $623 per month. The School Board closed the Supplemental Early Retirement Plan (the “Plan”) to new employees on July 1, 2000, with no additional employees vesting after July 1, 2003. The Plan is included as a Pension Trust Fund in the accompanying financial statements. Separate stand alone statements are not issued for the Plan. Contributions - The School Board provides for actuarially determined periodic contributions sufficient to pay the benefits provided by this Plan when they become due. Plan members do not contribute to the Plan. Total contributions to the Plan for 2014-15 fiscal year of $2,276 (in thousands) were made in accordance with actuarially determined requirements computed through an actuarial valuation performed as of July 1, 2015. Net Pension Liability The District’s net pension liability was measured as of July 1, 2014, and the total pension liability used to calculate the net pension liability was determined by an actuarial valuation as of that date. The following table represents the components of the net pension liability of the District at June 30, 2015 (in thousands). June 30, 2015 Total Pension Liability $ 38,593 Plan Fiduciary Net Position* 27,195 Net Pension Liability $ 11,398 Plan Fiduciary Net Position as a Percentage of the Total Pension Liability 70.47 % Measurement Date 7/1/2014 * Plan Net Position of $27.2 million was based on an actuarial estimate at the date of the valuation July 1, 2014. The actual Plan Net Position at June 30, 2015 is $26.1 million. B-85 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA NOTES TO THE FINANCIAL STATEMENTS For the Fiscal Year Ended June 30, 2015 17. RETIREMENT BENEFITS, Continued: Supplemental Early Retirement Plan – continued Actuarial Assumptions The total pension liability in the July 1, 2014 actuarial valuation was determined using the following assumptions, applied to all periods included in the measurement: Inflation 2.5 % Investment rate of return 6.75 % The long-term expected rate of return on pension plan investments are developed for each major asset class by weighting the expected future real rates of return by the target asset allocation percentage and by adding expected inflation. Best estimates of real rates of return for each major asset class included in the pension plan's target asset allocation as of June 30, 2015 are summarized in the following table: Target Long-Term Expected Asset Class Allocation Real Rate of Return Cash/Money Market 2.7% 0.80% Domestic Equity 42.3% 5.20% International Equity 23.2% 5.34% Domestic Fixed Income 31.8% 3.25% Total 100.0% The mortality assumption was changed from the RP2000 Generational Table with Scale AA to the mortality table used by FRS – (Healthy Female – RP 2000 Generational, 100% Annuitant White Collar, Scale BB and Healthy Males – RP 2000 Generational, 50% Annuitant White Collar/50% Annuitant Blue Collar, Scale BB). Discount Rate The discount rate used to measure the total pension liability was 6.75 percent. The discount rate reflects the long-term expected rate of return on pension plan investments that are expected to be used to finance the payment of benefits, to the extent that the pension plan’s fiduciary net position is projected to be sufficient to make projected benefit payments and pension plan assets are expected to be invested using a strategy to achieve that return. The projection of cash flows used to determine the discount rate assumes the District will continue to make future contributions at the actuarially determined contribution rate. B-86 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA NOTES TO THE FINANCIAL STATEMENTS For the Fiscal Year Ended June 30, 2015 17. RETIREMENT BENEFITS, Continued: Supplemental Early Retirement Plan – continued Changes in Net Pension Liability Increase (Decrease) Total Pension Plan Fiduciary Net Pension Liability Net Position Liability (a) (b) (a) – (b) Balances at June 30, 2014 $ 41,510 $ 24,632 $ 16,878 Changes for the year: Interest 2,662 - 2,662 Differences between expected and actual experience (1,432) - (1,432) Contributions – employer 2,276 (2,276) Net investment income 4,476 (4,476) Benefit payments, including refunds of employee contributions (4,147) (4,147) Administrative expense - (42) 42 Net changes (2,917) 2,563 (5,480) Balances at June 30, 2015 $ 38,593 $ 27,195 $ 11,398 Sensitivity The following table illustrates the impact of interest rate sensitivity on the net pension liability for fiscal year ended June 30, 2015. 1% Decrease Current Rate 1% Increase (5.75%) (6.75%) (7.75%) Net Pension Liability $ 14,131 $ 11,398 $ 8,977 B-87 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA NOTES TO THE FINANCIAL STATEMENTS For the Fiscal Year Ended June 30, 2015 17. RETIREMENT BENEFITS, Continued: Supplemental Early Retirement Plan – continued Pension Expense and Deferred Outflows of Resources and Deferred Inflows of Resources Related to Pensions For the year ended June 30, 2015, the District recognized pension expense of $(902) thousand. In addition, the District reported deferred outflows of resources and deferred inflows of resources related to pensions from the following sources: Deferred Outflows/Inflows The following table illustrates the deferred inflows and outflows under GASB 68 as of June 30, 2015 (in thousands). Deferred Deferred Outflows Inflows Net difference between projected and actual earnings on Pension Plan Investments $ - $ 2,303 Contributions subsequent to the measurement date 2,276 - Total $ 2,276 $ 2,303 Amounts reported as deferred outflows of resources and deferred inflows of resources related to pensions will be recognized in pension expense as follows: Amount Fiscal Year ended June 30: ($ in thousands) 2016 $ 575.8 2017 575.8 2018 575.8 2019 575.6 B-88 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA NOTES TO THE FINANCIAL STATEMENTS For the Fiscal Year Ended June 30, 2015 17. RETIREMENT BENEFITS, Continued: Other Post Employment Benefits As authorized by the Board, employees who retire in the first year of their eligibility under the FRS Plan can receive up to $1,200 per year as reimbursement for health insurance cost paid until they reach 65 years of age or until they become eligible for Medicare or Social Security disability. In October 2015, approximately 226 retirees will receive an estimated $167 thousand in premium reimbursements for the year ended June 30, 2015. From 1991 through 2005, the District offered retirement incentive programs in an effort to reduce salary costs. The programs include enhanced insurance benefits up to the Board’s annual monthly contribution and payments of accrued sick leave at an enhanced rate. Enhanced insurance benefits offered to eligible employees, as defined under the provisions of each program, consist of health and term life insurance subsidies for up to ten years. Expenditures for the retirement incentive program are recognized in the General Fund each year on a pay-as-you-go basis. The estimated liability for retirees receiving benefits of approximately $1.5 million is fully accrued and included in the government-wide financial statements. The District implemented GASB Statement No. 45, Accounting and Financial Reporting by Employers for Postemployment Benefits Other than Pensions, for certain postemployment health care benefits provided by the District for the fiscal year ended June 30, 2008. Plan Description – Effective January 1, 2010, the District changed from a fully-insured health program to a self-insured program for eligible employees and retirees. The Plan operates as a single employer defined benefit plan. Employees who participate in and satisfy the vesting, disability, early or normal retirement provision of FRS may be eligible for Other Post Employment Benefits (OPEB). Retirees and their dependents are permitted to remain covered under the District’s respective medical plans as long as they pay the premium charged for the plan and coverage elected. This conforms to the minimum required of Florida governmental employers per Chapter 112.08, F.S. The State of Florida prohibits the District from separately rating retirees and active employees. The District therefore charges both groups an equal, blended rate premium. Although both groups are charged the same blended rate premium, accounting standards require the actuarial amounts presented above to be calculated using age adjusted premiums approximating claims costs for retirees separate from active employees. The use of age adjusted premiums results in the addition of an implicit rate subsidy into the actuarial accrued liability. Funding Policy – The District is not required by law or contractual agreement to provide funding for OPEB other than the pay-as-you-go amount necessary to provide current benefits to retirees and eligible dependents. Currently, the District’s OPEB benefits are unfunded. That is, there is not a separate Trust Fund or equivalent arrangement into which the District would make contributions to advance-fund the obligation, as it does for its pension plan, FRS. Therefore, the ultimate subsidies which are provided over time are directly financed by general assets of the District, which are invested in short-term fixed income instruments. Consequently, in accordance with GASB Statement No. 45, the interest discount rate used to calculate the present value and costs of the OPEB must be the long-range expected return on such short-term fixed income instruments. The District selected an interest discount rate of 4.5% for this purpose. In addition to the interest discount rate, the other significant actuarial assumption used is the health care cost trend rate and participation assumptions. The valuation used a health care trend rate of 8% grading down by 0.5% annually to an ultimate of 5% and the inflation rate used is 2.5%. The participation assumption of 25% is the assumed percentage of future retirees that participate and enroll in the health plan. The unfunded actuarial accrued liability is being amortized over the period of 30 years on an open basis. It is calculated assuming a level percentage of projected payroll. B-89 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA NOTES TO THE FINANCIAL STATEMENTS For the Fiscal Year Ended June 30, 2015 17. RETIREMENT BENEFITS, Continued: Other Post Employment Benefits – continued Annual OPEB and Net OPEB Obligation – The District’s annual OPEB cost (expense) is calculated based on the annual required contribution (ARC) of the employer, an amount that was actuarially determined by using the entry age actuarial cost method (one of the actual cost methods in accordance with GASB Statement No. 45), with an amortization of the Unfunded Actuarial Accrued Liability as a level percent of expected payroll. The following table shows the District’s OPEB cost for the fiscal year ended June 30, 2015 (in thousands): Annual Required Contribution (ARC) $ 15,815 Interest on Net OPEB Obligation 899 Adjustment to ARC (763) Annual OPEB Cost (Expense) 15,951 Employer Contributions (9,486) Increase (decrease) in Net OPEB Obligated 6,465 Net OPEB Obligation at beginning of year 19,976 Net OPEB Obligation at end of year $ 26,441 Actuarial Methods and Assumptions – Calculations of benefits for financial reporting purposes are based on the substantive plan (the plan as understood by the employer and plan members) and include the types of benefits provided at the time of each valuation and the historical pattern of sharing of benefit costs between the employer and plan members to that point. The actuarial methods and assumptions used are designed to reduce short-term volatility in actuarial accrued liabilities and the actuarial value of assets, consistent with the long-term perspective of the calculations. The District’s annual OPEB cost, the percentage of annual OPEB cost contributed to the plan, and the net OPEB obligations for June 30, 2015, was as follows (in thousands): Percentage of Fiscal Annual Amount Annual OPEB Net OPEB Year OPEB Cost Contributed Cost Contributed Obligation 2013 $ 10,391 $ 14,145 136.1 % $ 14,099 2014 $ 15,385 $ 9,508 61.8 % $ 19,976 2015 $ 15,951 $ 9,486 59.5 % $ 26,441 Funded Status and Funding Progress as of June 30, 2015 (in thousands): Actuarial Accrued Liability (AAL) (a) $ 200,340 Actuarial Value of Plan Assets (b) - Unfunded Actuarial Accrued Liability (UAAL) (c) $ 200,340 Funded Ratio (b/a) 0 % Covered Payroll (Active Members) $ 1,717,736 UAAL as a percentage of covered payroll (c/d) 11.7 % The schedule of funding progress is presented as Required Supplementary Information (RSI) following the notes to the financial statements and presents multi-year trend information about whether the actual value of plan assets is increasing or decreasing over time relative to the accrued actuarial liability for benefits over time. B-90 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA NOTES TO THE FINANCIAL STATEMENTS For the Fiscal Year Ended June 30, 2015 18. COMMITMENTS AND CONTINGENCIES: A. Commitments As part of its capital outlay program, the District has entered into various construction commitments totaling approximately $110.2 million as of June 30, 2015, (See Note 4). The District leases certain facilities and equipment under various cancelable, operating lease agreements with lease terms not extending beyond one year. The total lease rent expense for the fiscal year ended June 30, 2015, under these leases was approximately $8.5 million. B. Contingencies Florida Education Finance Program and Federal, State and Local Grants The School Board receives funding from the State of Florida under the Florida Education Finance Program (FEFP), which is based in part on a computation of the number of full-time equivalent (FTE) students attending different instructional programs. The accuracy of FTE student data submitted by individual schools and used in the FEFP computations is subject to audit by the state and, if found to be in error, could result in refunds to the state or in decreases to future funding allocations. Additionally, the School Board participates in a number of federal, state and local grants which are subject to financial and compliance audits. It is the opinion of management that the amount of revenue, if any, which may be remitted back to the state due to errors in the FTE student data or the amount of grant expenditures which may be disallowed by grantor agencies would not be material to the financial position of the District. C. Litigation The School Board is a defendant in numerous lawsuits as of June 30, 2015. In the opinion of management, the District’s estimated aggregate liability, with respect to probable losses, has been provided for in the estimated claim liability accrual in the accompanying financial statements, after giving consideration to the District’s related insurance coverage, as well as the Florida statutory limitations of governmental liability on uninsured risks. It is the opinion of management and District’s legal counsel that the amount of losses resulting, if any, from the above-mentioned litigation in excess of the amount accrued as of June 30, 2015, would not be material to the financial position of the District. 19. FUND BALANCES: In accordance with GASB Statement No. 54, Fund Balance Reporting and Governmental Fund Type Definitions, the District reports its fund balance in the following categories: Nonspendable – The District has $22.5 million prepaid items and $8.0 million inventories that are considered nonspendable. Restricted – The District reported restricted fund balances totaling $256.3 million comprised of $5.4 million of State Required Carryover programs, $19.0 million in Food Service, $0.4 million in Miscellaneous Special Revenue, $40.2 million in Debt Services and $191.3 million in Capital Projects. Committed – The District did not have any committed fund balances at June 30, 2015. B-91 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA NOTES TO THE FINANCIAL STATEMENTS For the Fiscal Year Ended June 30, 2015 19. FUND BALANCES, Continued: Assigned – The District has assigned fund balances totaling $20.6 million comprised of $9.1 million for rebudgets and obligations, $10.1 million for outstanding encumbrances for goods and services, and $1.4 million for capital projects. Unassigned – The portion of fund balance that is the residual classification for the general fund. This balance represents balance amounts that have not been restricted, committed, or assigned for specific purposes. The unassigned fund balance for the General Fund is $93.8 million. Committed amounts would be reduced first, followed by assigned amounts, and then unassigned amounts when expenditures are incurred for purposes for which amounts in any of those unrestricted fund balance classifications could be used. Board Policy 6220.01 delineates Fund Balance Reserve Policies to target 5.5% of the combined assigned and unassigned fund balance, as a percentage of Total General Fund Revenues at fiscal year end. At June 30, 2015 the combined assigned and unassigned General Fund Balance totaled $113.0 million or 4.94% of General Fund Revenues net of charter schools’ revenues. Below is a table of fund balance categories and classifications for the fiscal year ended June 30, 2015 for the Districts’ governmental funds (in thousands): General Obligation Other School Capital Governmental General Bonds Improvement Funds Fund Funds LOML non-major* Total FUND BALANCES Nonspendable: Inventory $ 5,209 $ - $ - $ 2,830 $ 8,039 - Prepaid amounts 954 20,843 666 22,463 Restricted: State Required Carryover 5,358 - - - 5,358 Special Revenue: Food Service - - - 18,968 18,968 Miscellaneous - - - 399 399 Debt Service - - - 40,242 40,242 Capital Projects - 125,253 11,487 54,566 191,306 Assigned: Rebudgets and Obligations 9,129 - - - 9,129 Encumbrances 10,088 - - - 10,088 Capital Projects - - - 1,391 1,391 Unassigned: 93,816 - - - 93,816 Total Fund Balance $ 124,554 $ 125,253 $ 32,330 $ 119,062 $ 401,199 * Aggregates all of the District’s non-major fund balances B-92 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA NOTES TO THE FINANCIAL STATEMENTS For the Fiscal Year Ended June 30, 2015 20. SUBSEQUENT EVENTS: Tax Anticipation Notes On July 28, 2015 the District issued $305 million in Tax Anticipation Notes (“the Notes”) with an effective yield of 0.1713%. The Notes were issued to pay operating expenditures incurred prior to the receipt of the ad-valorem taxes levied and collected for operating purposes for the fiscal year commencing July 1, 2015. The notes will mature on February 25, 2016. General Obligation Bond On August 12, 2015 the District issued $192.72 million of Series 2015 Government Obligation Bonds at a premium, which will provide approximately $200 million of project funding. This is the third issuance in the $1.2 billion series approved by voter residents on November 6, 2012. Certificates of Participation On July 30, 2015 the District issued $239.6 million of Certificates of Participation (COPs) Series 2015B to provide funds for refunding a portion of the District’s outstanding Certificates of Participation, Series 2008B. The Series 2015B certificates will mature on May 1, 2028 and the refunding resulted in $11.8 million net present value economic savings and the District will pay a true interest cost of 3.1619%. On July 31, 2015 the District issued $33.6 million of Certificates of Participation (COPs) Series 2015C to provide funds for refunding an additional portion of the District’s outstanding Certificates of Participation, Series 2008B. The Series 2015C certificates will mature on May 1, 2025 and the refunding resulted in $2.0 million net present value economic savings and the District will pay a true interest cost of 3.09%. On April 28, 2015 the District sold $66.4 million of Certificates of Participation (COPs) Series 2016A to provide funds for refunding, on a forward basis, the Series 2011B term rate certificates which had a mandatory soft put on May 1, 2016, with interest accruing thereafter at 11% if the bonds could not be remarketed. The Series 2016A certificates will mature on May 1, 2032. The sale of the Series 2016A COPs will result in $5.0 million in net present value economic savings and the District will pay a true interest cost of 4.27%. The Series 2016A COPs are set to close on or around February 3, 2016. On April 28, 2015 the District also sold $56 million of Certificates of Participation (COPs) Series 2016B to provide funds for refunding, on a forward basis, the Series 2012A term rate certificates which had a mandatory soft put on August 1, 2016, with interest accruing thereafter at 11% if the bonds could not be remarketed. The Series 2016B certificates will mature on August 1, 2027. The sale of the Series 2016B COPs will result in $0.63 million in net present value economic savings and the District will pay a true interest cost of 3.35%. The Series 2016B COPs are set to close on or around February 3, 2016. On November 10, 2015 the District sold $345.9 million of Certificates of Participation (COPs) Series 2015D to provide funds for refunding a portion of the District’s outstanding Certificates of Participation, Series 2008B and Series 2009A. The Series 2015D certificates will mature on February 1, 2034 and the refunding resulted in $19.7 million net present value economic savings and the District will pay a true interest cost of 3.46%. The 2015D refunding is scheduled to close on December 16, 2015. Qualified Zone Academy Bond On October 6, 2015 the District issued $25.0 million of Qualified Zone Academy Bonds (QZAB) Series 2015 to provide funds for facility and technology upgrades. The Series 2015 QZAB certificates mature on September 15, 2034 and the District will pay a true interest cost of 1.10%. B-93 DE C I-DA O M UN IA T M Y giving our students the world P U S BL OL IC SCHO B-94 REQUIRED SUPPLEMENTARY INFORMATION B-95 B-96 B-97 B-98 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA REQUIRED SUPPLEMENTARY INFORMATION SCHEDULE OF THE DISTRICT’S PROPORTIONATE SHARE OF THE NET PENSION LIABILITY – FLORIDA RETIREMENT SYSTEM PENSION PLAN June 30, 2015 (amounts expressed in thousands) 2014 2015 District's proportion of the FRS net pension liability 0.4656% 0.4634% District's proportionate share of the FRS net pension liability $ 801,597 $ 282,715 District's covered-employee payroll $ 1,765,382 $ 1,717,736 District's proportionate share of the FRS net pension liability as a percentage of its covered-employee payroll 45.4% 16.5% FRS Plan fiduciary net position as a percentage of the total pension liability 88.54% 96.09% Note: The amounts presented for each fiscal year were determined as of June 30th. The schedule is presented to illustrate the requirements of GASB Statement No. 68. Currently, only data for fiscal years ending June 30, 2014 and 2015 are available. B-99 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA REQUIRED SUPPLEMENTARY INFORMATION SCHEDULE OF DISTRICT CONTRIBUTIONS – FLORIDA RETIREMENT SYSTEM PENSION PLAN June 30, 2015 (amounts expressed in thousands) 2014 2015 Contractually required FRS contribution $ 62,663 $ 101,495 FRS contributions in relation to the contractually required contribution 62,663 101,495 FRS contribution deficiency (excess) $ - $ - District's covered-employee payroll $ 1,765,382 $ 1,717,736 FRS contributions as a percentage of covered-employee payroll 3.5% 5.9% Note: The amounts presented for each fiscal year were determined as of June 30th. The schedule is presented to illustrate the requirements of GASB Statement No. 68. Currently, only data for fiscal years ending June 30, 2014 and 2015 are available. B-100 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA REQUIRED SUPPLEMENTARY INFORMATION SCHEDULE OF THE DISTRICT’S PROPORTIONATE SHARE OF THE NET PENSION LIABILITY – HEALTH INSURANCE SUBSIDY PENSION PLAN June 30, 2015 (amounts expressed in thousands) 2014 2015 District's proportion of the HIS net pension liability 0.0588% 0.0583% District's proportionate share of the HIS net pension liability $ 512,051 $ 545,094 District's covered-employee payroll $ 1,765,382 $ 1,717,736 District's proportionate share of the HIS net pension liability as a percentage of its covered-employee payroll 29.0% 31.7% HIS Plan fiduciary net position as a percentage of the total pension liability 1.78% 0.99% Note: The amounts presented for each fiscal year were determined as of June 30th. The schedule is presented to illustrate the requirements of GASB Statement No. 68. Currently, only data for fiscal years ending June 30, 2014 and 2015 are available. B-101 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA REQUIRED SUPPLEMENTARY INFORMATION SCHEDULE OF DISTRICT CONTRIBUTIONS – HEALTH INSURANCE SUBSIDY PENSION PLAN June 30, 2015 (amounts expressed in thousands) 2014 2015 Contractually required HIS contribution $ 19,266 $ 19,971 HIS contributions in relation to the contractually required HIS contribution 19,266 19,971 HIS contribution deficiency (excess) $ - $ - District's covered-employee payroll $ 1,765,382 $ 1,717,736 HIS contributions as a percentage of covered-employee payroll 1.09% 1.2% Note: The amounts presented for each fiscal year were determined as of June 30th. The schedule is presented to illustrate the requirements of GASB Statement No. 68. Currently, only data for fiscal years ending June 30, 2014 and 2015 are available. B-102 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA REQUIRED SUPPLEMENTARY INFORMATION SUPPLEMENTAL EARLY RETIREMENT PENSION TRUST FUND SCHEDULE OF CHANGES IN THE NET PENSION LIABILITY AND RELATED RATIOS JUNE 30, 2015 (amounts expressed in thousands) 2014 2015 Total Pension Liabilty Interest Cost Not Available 2,662 Differences Between Expected and Actual Experiences " (1,432) Benefit Payments, Including Refunds of Member Contributions " (4,147) Net Change in Total Pension Liabiltiy " (2,917) Total Pension Liability - Beginning " 41,510 Total Pension Liability - Ending $ 41,510 $ 38,593 Plan Fiduciary Net Position Contributions - Employer " 2,276 Net Investment Income " 4,476 Benefit Payments, Including Refunds of Member Contributions " (4,147) Administrative expense " (42) Net Change in Plan Fiduciary Net Position " 2,563 Plan Fiduciary Net Position - Beginning " 24,632 Plan Fiduciary Net Position - Ending $ 24,632 $ 27,195 Net Pension Liability - Ending $ 16,878 $ 11,398 Net Position as a % of the Total Pension Liability 59.34% 70.47% Covered-employee payroll N/A N/A Net Pension Liability as a percentage of covered- employee payroll N/A N/A Notes to Schedule: The schedule is presented to illustrate the requirements of GASB Statement No. 68. Currently only data for fiscal years ending June 30, 2014 and 2015 are available. B-103 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA REQUIRED SUPPLEMENTARY INFORMATION SUPPLEMENTAL EARLY RETIREMENT PENSION TRUST FUND SCHEDULE OF INVESTEMENT RETURNS JUNE 30, 2015 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Annual Money-Weighted Rate of Return, 7.53% 14.85% (6.16%) (15.06%) 8.60% 14.10% 2.39% 13.37% 18.53% 3.29% Net of investment expense B-104 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA REQUIRED SUPPLEMNTARY INFORMATION SUPPLEMENTAL EARLY RETIREMENT PENSION TRUST FUND SCHEDULE OF CONTRIBUTIONS JUNE 30, 2015 (amounts expressed in thousands) 2014 2015 Actuarially Determined Contribution 2,276$ 2,276$ Contribution made in Relation to the Actuarially Determined Contribution 2,276 2,276 Contribution Deficiency (excess) $ - $ - Covered-Employee Payroll Not Applicable* Not Applicable* Contributions as a % of covered employee payroll Not Applicable* Not Applicable* Notes to Schedule: Valuation Date: July 1, 2014 Methods and assumptions used to determine contributions rates: Actuarial Cost Method Entry Age Normal Asset Valuation Method Fair Value Cost of Living Increase 3.00% Investment Rate of Return 6.75% net pension plan investment expense, including inflation. Retirement Age None Mortality rates were based on RP-2000 Healthy Annuitant/Non Annuitant Mortality Table for Males or Females, as appropriate, with adjustment for mortality improvements based on Scale AA. * The School Board closed the Supplemental Early Retirement Plan to new employees on July 1, 2000, with no additional employees vesting after July 1, 2003. B-105 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA REQUIRED SUPPLEMENTARY INFORMATION OTHER POST EMPLOYMENT BENEFITS SCHEDULE OF FUNDING PROGRESS June 30, 2015 (amounts expressed in thousands) Actuarial Actuarial Actuarial Annual UAAL as Valuation Accrued Value of Unfunded Percentage Covered Percentage Date Liability (AAL) Plan Assets AAL (UAAL) Funded Payroll of Payroll 10/1/2006 $ 322,766 $ 0 $ 322,766 0.00 % $ 1,619,403 19.93 % 6/30/2009 322,766 0 322,766 0.00 % 1,734,316 18.61 % 6/30/2010 89,069 0 89,069 0.00 % 1,822,042 4.89 % 6/30/2011 86,600 0 86,600 0.00 % 1,823,966 4.75 % 6/30/2012 153,759 0 153,759 0.00 % 1,715,231 8.96 % 6/30/2013 152,835 0 152,835 0.00% 1,709,167 8.94 % 6/30/2014 193,240 0 193,240 0.00% 1,521,809 12.7 % 6/30/2015 200,340 0 200,340 0.00% 1,717,736 11.66 % B-106 THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA REQUIRED SUPPLEMENTARY INFORMATION OTHER POST EMPLOYMENT BENEFITS SCHEDULE OF EMPLOYER CONTRIBUTIONS June 30, 2015 (amounts expressed in thousands) Annual Required Fiscal Contribution Amount Percentage of Net OPEB Year (ARC) Contributed Contribution Obligation 2011 $ 5,934 $ 10,313 173.80% $ 19,171 2012 10,127 11,576 114.31% 17,853 2013 10,270 14,145 137.73% 14,099 2014 15,289 9,508 62.2% 19,976 2015 15,815 9,486 60.0% 26,441 B-107 B-108 B-109 [THIS PAGE INTENTIONALLY LEFT BLANK] 6QQ@I9DY8 APSHTPA8@SU6DIG@B6G9P8VH@IUT Tr vr!'7B qGrhr Hhr Grhr A s6rqrHhr GrhrQ puhr6t rrr A sTpurqyr!'7 A sTpurqyr!'7! A sTpurqyr!(6! Hhr U 6t rrr A sTr vr! %8TyrrhyU 6t rrr Tr vr!'76vtr6t rrr Tr vr!(66vtr6t rrr [THIS PAGE INTENTIONALLY LEFT BLANK] SERIES 2008B GROUND LEASE Dated as OfMay 1,2008 between THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA acting as the governing body of the School District of Miami-Dade County, Florida as Lessor and MIAMI-DADE COUNTY SCHOOL BOARD FOUNDATION, INC. as Lessee (Series 2008B-1 Facility Sites) C-1 TABLE OF CONTENTS SERIES 2008B GROUND LEASE Page (Series 2008B-I Facility Sites) Section 1, Lease of Series 2008B Facility Sites 3 THIS SERIES 2008B GROUND LEASE, dated as of May 1, 2008, between THE SCHOOL Section 2. Lease Term; Option to Renew 5 BOARD OF MIAMI-DADE COUNTY, FLORIDA, (the "School Board") acting as tiie governing body Section 3 Rent 5 of the School District of Miami-Dade County, Florida (the "District"), as Lessor, and MIAMI-DADE COUNTY SCHOOL BOARD FOUNDATION, INC. (the "Foundation"), a not-for-profit corporation Section 4. Title to Series 2008B Facility Sites; Possession 6 organized and existing under and pursuant to Chapter 617 and Section 1001,453, Florida Statutes, as Lessee, Capitalized terms used, but not defined, herein shall have the meanings assigned thereto in the Section 5. Use of Series 2008B Facility Sites; Assigimients and Subleases 7 hereinafter described Trust Agreement. Section 6 Right of Entry 8 Section 7 Default 8 WITNESSETH: Section 8 Quiet Enjoyment 8 WHEREAS, the School Board has the power, under Section 1001,42(2), Florida Statutes, as amended, to receive, purchase, acquire, lease, sell, hold, transmit and convey title to real and personal Section 9 Liens 9 property for educational purposes, and under Section 1001.42(9), Florida Statutes, as amended, to enter Section 10 Condemnation 9 into leases or lease-purchase agreements of grounds and educational facilities, or of educational facilities for school purposes; and Section 11 Estoppel Certificates 9 WHEREAS, the Foundation has the authority to acquire educational facilities by lease or deed Section 12 Amendments 10 for the benefit of the School Board; and Section 13 Binding Effect 10 WHEREAS, the Foundation is a "private corporation" within the meaning of Section Section 14 No Merger of Leasehold Estate 10 1001,42(9)(b)5, Florida Statutes, as amended, and is a "direct support organization" within the meaning of Section 1001.453, Florida Statutes, as amended; and Section 15 Notices 10 WHEREAS, in order to carry out its powers and authority to acquire facilities and equipment, Section 16 Severability 11 the School Board and the Foundation have entered into a Master Lease Purchase Agreement dated as of August 1, 1994 (as the same may be amended and supplemented from time to time, the "Master Lease"); Section 17 Applicable Law 11 and Section 18 Execution in Counterparts 11 WHEREAS, the School Board is the owner of certain real property located in Miami-Dade Section 19 Memorandum of Lease 11 County, Florida, and described in Exhibit A attached hereto, as the same may be amended from time to time by the addition of parcels of land to be acquired by the School Board in the future pursuant to one or Section 20 No Personal Liability 11 more supplements thereto (which real property, together with all buildings, structures and improvements now or hereafter erected or situated thereon, any easements or other rights or privileges in adjoining Section 21 Third Party Beneficiary 11 property inuring to the fee simple owner of such land by reason of ownership of such land, and all Section 22 Radon 11 fixtures, additions, alterations or replacements thereto, now or hereafter located in, on or used in connection with or attached or made to such land is hereinafter referred to as a "Series 2008B-1 Facility EXHIBIT A DESCRIPTION OF REAL ESTATE (Series 2008B-1 Facility Sites and Permitted Site" or, in the case of separate parcels, such parcels are herein collectively referred to as the "Series Encumbrances) 2008B-1 Facility Sites"); and WHEREAS, the School Board desires to lease-purchase one or more particular educational facilities to be located on the Series 2008B-1 Facility Sites, and desires to lease-purchase certain other educational facilities and sites (individually and collectively, the "Series 2008B-1 Facilities"), pursuant to Schedule 2008B-1 to the Master Lease (which schedule, upon being executed and delivered by the School 1 Board and the Foundation, together with the terms and provisions of the Master Lease, constitutes a WHEREAS, the costs of acquisition and consfa-uction of the Series 2008B-1 Facilities and the separate lease, as the same may be amended or supplemented from time to time, the "Series 2008B-1 costs of the Series 2008B-2 Facilities may be refinanced by the issuance of refiinding certificates and such Lease"); and refunding certificates would also represent a portion of the Basic Lease Payments due under the Series 2008B Lease (the Series 2008B Certificates, together with any other certificates which represent a WHEREAS, it is anticipated that a portion of the Series 2008B-1 Facilities may be attached to portion of Basic Lease Payments set forth in Schedule 2008B, the "Certificates"); and one or more existing structures of the School Board adjacent to the Series 2008B-1 Facility Sites; may be dependent upon adjacent property of the School Board for pedestrian and vehicular ingress, egress and WHEREAS, the Foundation will assign to the Trastee all of its right, title and interest in and to access to and from and between the Series 2008B-1 Facility Sites and the public roads adjoining the this Series 2008B Ground Lease, die Series 2008B Lease, and the Series 2008B Lease Payments (except adjacent property of the School Board ("Access"); and may further be dependent upon the School Board's for certain indemnification rights and the right of the Foundation to hold title to the Series 2008B-1 adjacent property for utility and other services which would be necessary for the full use and enjoyment Facilities and to receive notices), pursuant to the Series 2008B Assignment Agreement dated as ofMay 1, of the Series 2008B-1 Facility Sites including, but not limited to, dramage, sewer and water service, 2008;and electric, telephone and gas service and parking of vehicles (collectively, "Services"); and WHEREAS, the School Board intends for the Series 2008B Lease to remain in full force and WHEREAS, the Foundation desires to acquire from the School Board, pursuant to this Series effect until after the last Lease Payment Date for the Series 2008B Facilities and the payment to holders 2008B Ground Lease, and the School Board is willing to grant to the Foundation, the right to utilize the of the Series 2008B Certificates of the last principal and interest portions of Basic Lease Payments due adjacent property of the School Board to the extent reasonably necessary for Access and for the Services, under the Series 2008B Lease and represented by the Series 2008B Certificates, unless sooner terminated and the Foundation and the School Board desire to provide for the structural attachment of certain of the in accordance with the terms provided therein; and Series 2008B-1 Facilities to the adjacent property of the School Board; and WHEREAS, the School Board intends for this Series 2008B Ground Lease to remain in full WHEREAS, the School Board has on April 16, 2008, after due notice as required by law, held an force and effect until the termination of the Lease Term, as provided below. open, public meeting at which entering into this Series 2008B Ground Lease was proposed and at which meeting a copy of this Series 2008B Ground Lease in substantially final form was available for inspection NOW, THEREFORE, the School Board and the Foundation accordingly hereby covenant and and review by the public; and agree as follows: WHEREAS, provisions for the payment of the cost of acquiring and constructing the Series Section 1. Lease of Series 2008B-1 Facility Sites, Subject to Permitted Encumbrances (as 2008B-1 Facilities have been made by (a) establishing a trust pursuant to the Master Trust Agreement described in Exhibit A attached hereto and made a part hereof), the School Board hereby demises and dated as of August 1, 1994, as amended and supplemented by a Series 2008B Supplemental Trust leases the Series 2008B-1 Facility Sites, more particularly described in Exhibit A, as the same may be Agreement dated as ofMay 1, 2008 (as the same may be further amended or supplemented from time to amended from time to time pursuant to one or more supplements thereto, to the Foundation, and the time, the "Trust Agreement"), between the Foundation and The Bank of New York Trast Company, N,A. Foundation hereby hires, takes and leases the Series 2008B-1 Facility Sites from the School Board, for (as successor in interest to NationsBank of Florida, N.A,), Jacksonville, Florida, as trustee (the the term, at the rental and on the conditions herein set forth. Such demising and leasing shall include the "Trustee"), and irrevocably assigning to the Trastee without recourse all of the Foundation's right, title following rights: and interest in and to this Series 2008B Ground Lease, the Series 2008B-1 Lease and the Series 2008B-2 Lease, except for certain rights to indemnification, to receive notices and to hold title to the Series 2008B- (i) The right to utilize the adjacent property of the School Board for Access and for l Facilities and the Series 2008B-2 Facilities, (b) directing the Trustee for such trust to execute and the Services reasonably necessary to the full use and enjoyment of the Series 2008B-1 Facility deliver to the public Certificates of Participation, Series 2008B evidencing undivided proportionate Sites; provided that the locations on the adjacent property of the School Board utilized for such interests of the Owners thereof in the right to receive Basic Lease Payments to be made by the School purposes shall be reasonably agreed upon by the Foundation and the School Board; and provided, Board, as lessee, pursuant to the Series 2008B-1 Lease and the Series 2008B-2 Lease (the Series 2008B-1 further, that the rights shall include, but not necessarily be limited to, the right to utilize for such Lease and the Series 2008B-2 Lease being collectively referred to as the "Series 2008B Lease") and purposes any portion of the adjacent property of the School Board (e^,, the rights shall include, (c) directing the Trustee to hold the proceeds of sale of the Series 2008B Certificates in trast subject to but not necessarily be limited to, the right to utilize for appropriate purposes, any drives, parking application only to pay the costs of acquisition and constraction of the Series 2008B-1 Facilities and the areas, drainage facilities or sewer, water, gas, electric or telephone lines from time to time located costs of the Series 2008B-2 Facilities; and upon the adjacent property of the School Board, together with the right to "tie-in" or "connect" thereto). If the Lease Term of the Series 2008B-1 Lease terminates prior to the termination of the WHEREAS, each Series 2008B Certificate represents an undivided proportionate interest in the term of this Series 2008B Ground Lease, the School Board and the Foundation shall each have principal portion of the Basic Lease Payments set forth in Schedules 2008B-1 and 2008B-2 due and the right to install such meters or submeters as may be reasonably appropriate to the end that the payable on the maturity date or earlier prepayment date of the Series 2008B Certificates and in the Foundation is charged for consumption of such utilities on the Series 2008B-1 Facility Sites. interest portion of the Basic Lease Payments as set forth in Schedules 2008B-1 and 2008B-2; and (ii) The adjacent property of the School Board and the Series 2008B-1 Facility Sites may contain certain elements, features or parts which are stractural elements of both the adjacent 3 C-2 property of the School Board and the Series 2008B-1 Facility Sites. Such Series 2008B-1 Facility and shall arrange with the appropriate utility companies for furnishing such services and shall provide to Sites include, but are not necessarily limited to, the following: the Series 2008B-1 Facility Sites water services and capacity sufficient for the contemplated operation of the Series 2008B-1 Facilities thereon; including, but not limited to, heating, ventilation and air (A) All utility lines, ducts, conduits, pipes and other utility fixUires and conditioning equipment. Either the School Board or the Foundation shall have the right, at its own appurtenances which are located on or within either the Series 2008B-1 Facility Sites or expense, to request and receive telephone and communication services from the utility companies Series 2008B-1 Facilities on the one hand or the adjacent property of the School Board furnishing such services subject to the customary rales and regulations of said utility companies whether on the other hand and which, directly or indirectly, in any way, service the other, the companies deliver such services directly through their own conduits or pipes, or through conduits and pipes owned by the School Board. The School Board agrees to grant such utility companies rights of (B) All division walls (hereinafter referred to as "Party Walls") between the access over, under and across the remaining property of the School Board adjoining the Series 2008B-1 Series 2008B-1 Facility Sites and the adjacent property of the School Board upon the Facility Sites, if any, as shall be necessary and convenient for the efficient operation of the Series 2008B- common line between the Series 2008B-1 Facility Sites and the adjacent property of the 1 Facilities, and which do not materially impair the present and future uses of such remaining property of School Board (hereinafter referred to as the "Lot Line") provided that the mere fact that the School Board, if any. such a division wall is found not to be on the Lot Line shall not preclude that division wall from being a Party Wall. Section 2. Lease Term; Option to Renew. The initial Lease Term for the Series 2008B-1 Facility Sites shall commence on the date of the delivery of this Series 2008B Ground Lease (the (C) The roof and all roof support structures and any and all appurtenances to "Commencement Date") and shall end on May 1, 2038. If, upon the termination of the Lease Term as a such roof and roof support stractures including, without limitation, the roof covering, result of non-appropriation or default pursuant to Section 4,1(b) or 4,1(c) of the Master Lease, the roof trim and roof drainage fixtures (collectively referred to as "Roofing") to the extent Foundation or the Trastee as the assignee of the Foundation excludes the School Board from possession interrelated between the Series 2008B-1 Facility Sites and the adjacent property of the of the Series 2008B-1 Facility Sites and Series 2008B-1 Facilities, the School Board grants to the School Board, Should the Roofing of any Series 2008B-1 Facilities extend beyond the Foundation the right and option to renew this Series 2008B Ground Lease for an additional term not to Lot Line, the right therefor is hereby granted and should the Roofing of the adjacent exceed five (5) years, at a fair market rental to be determined, adjusted and paid in the manner set forth in property of the School Board extend beyond the Lot Line onto the Series 2008B-1 Section 3 of this Series 2008B Ground Lease, Facility Sites, the right therefor is hereby reserved. Notwithstanding the foregoing, this Series 2008B Ground Lease may be terminated by the School (D) The entire concrete floor slab or wood floor system if utilized in lieu Board on any date prior to the end of the initial term or any renewal term hereof, which date is at least one thereof and all foundational and support structures and appurtenances thereto to the (1) day after the date of termination of the Series 2008B-1 Lease, upon not less than ten (10) days prior extent interrelated between the Series 2008B-1 Facilities and the adjacent property of the written notice to the Foundation, (a) upon payment of the Purchase Option Price, pursuant to Section 7,2 School Board (collectively referred to as "Flooring"). Should the Flooring of the Series of the Master Lease, with respect to the Series 2008B-1 Facilities, and full performance and satisfaction 2008B-1 Facilities extend beyond the Lot Line, the right therefor is hereby granted and of the School Board's obligations under the Series 2008B-1 Lease, or (b) upon the provision for payment should the Flooring of the adjacent property of the School Board extend beyond the Lot of all Lease Payments under the Series 2008B-1 Lease pursuant to Section 7,3 of the Master Lease, Line onto the Series 2008B-1 Facility Sites, the right therefor is hereby reserved. together in each case with payment of the sum of $1.00. This Series 2008B Ground Lease may likewise be modified at the request of the School Board at any time, upon similar notice and modification of the (iii) The Series 2008B-1 Facility Sites rights further include the right of the Series Series 2008B-1 Lease (a) to reflect the substitution of all or a portion of the Series 2008B-1 Facilities and 2008B-1 Facilities to encroach upon the adjacent property of the School Board as a result of Series 2008B-1 Facility Sites in accordance with Section 6.4 of the Master Lease, or (b) upon payment or minor inaccuracies in survey, constraction or reconstraction or due to settlement or movement. provision for payment of the Purchase Option Price of all or a portion of one or more particular Series The encroaching Series 2008B-1 Facilities shall remain undisturbed for as long as same exist and, 2008B-1 Facilities pursuant to Section 7.3 of the Master Lease, to reflect the release of one or more for so long as such encroachment exists, that portion of the adjacent property of the School Board portions of the Series 2008B-1 Facility Sites from this Series 2008B Ground Lease. on which same exists shall be deemed to be a part of the Series 2008B-1 Facility Sites. In addition, the Series 2008B-1 Facility Sites rights include the right to utilize that portion of the Section 3. Rent, (a) So long as the Lease Term has not been terminated as a result of adjacent property of the School Board as may be reasonably necessary in order to maintain and non-appropriation or default pursuant to Section 4.1 (b) or 4,1 (c) of the Master Lease, the Foundation shall repair the Series 2008B-1 Facilities. The Series 2008B-1 Facility Sites rights further include pay to the School Board as and for rental for the Series 2008B-1 Facility Sites the sum of one dollar cross rights of support and use over, upon, across, under, through and into the common stractural ($1,00) per annum, which sum shall be due in advance on the Commencement Date (pro rated) and elements in favor of the Foundation (and like rights are hereby reserved unto the School Board) annually thereafter on the first day of each renewal Lease Term, At the option of the Foundation, the for the continued use, benefit and enjoyment and continued support, service, maintenance and Foundation may prepay all or a portion of the ground rent payable hereunder (the "Ground Rent") for the repair of all such common structural elements. entire initial lease term hereof from the proceeds of sale of the Series 2008B Certificates or otherwise, The School Board, at its sole expense, shall bring or cause to be brought to the Series 2008B-1 (b) From and after the date on which the Lease Term shall have been terminated as a Facility Sites adequate connections for water, electrical power, telephone, storm sewerage and sewerage, result of non-appropriation or default pursuant to Section 4,1(b) or 4.1(c) of the Master Lease, the 4 5 Foundation shall pay as and for rental for the Series 2008B-1 Facility Sites an amount determined by an (b) The Foundation shall at all times during the term of this Series 2008B Ground M.A.I, appraisal to be the fair market rental for tiie Series 2008B-1 Facility Sites (the "Appraisal"), which Lease have a leasehold estate in the Series 2008B-1 Facility Sites with lull right to vest the use, Appraisal shall be prepared by an appraiser selected by the Trastee as assignee of the Foundation (the cost enjoyment and possession of such leasehold estate therein in a Permitted Transferee (as defined herein). of such Appraisal to be paid by the Trustee and reimbursed as provided in Article VI of the Trast Agreement); provided, however, that such fair market rental and the payment thereof shall be subject to (c) Possession and use of the Series 2008B-1 Facility Sites, together with all the following adjustments and conditions: improvements thereon, shall, upon the last day of the term of this Series 2008B Ground Lease or earlier termination of this Series 2008B Ground Lease pursuant to Section 2 hereof, automatically revert to the (i) if the Lease Term shall have been terminated on a date other than School Board free and clear of liens and encumbrances other than Permitted Encumbrances without June 30 of any year, the fair market rental determined pursuant to the Appraisal shall be pro rated necessity of any act by the Foundation or any Permitted Transferee. Upon such termination of this Series for the number of days between the date of termination and the next succeeding June 30; 2008B Ground Lease, the Foundation shall peaceably and quietly surrender to the School Board the Series 2008B-1 Facility Sites together with any improvements located in or upon the Series 2008B-1 (ii) for each twelve month period beginning on the July 1 next Facility Sites. Upon such surrender of the Series 2008B-1 Facility Sites, the Foundation or any Permitted succeeding the date on which such termination occurs and beginning on each succeeding July 1, Transferee, at the reasonable request of the School Board, shall execute an instrament in recordable form the amount of the fair market rental determined by the Appraisal shall be adjusted by the evidencing such surrender and shall deliver to the School Board all books, records, constraction plans, percentage (positive or negative) which is equal to the Implicit Price Deflator of the Consumer surveys, permits and other documents relating to, and necessary or convenient for, the operation of the Price Index published by the United States Department of Commerce for the region of the United Series 2008B-1 Facility Sites in the possession of the Foundation or any Permitted Transferee. States where Florida is located or for the United States as a whole if not so published for such region; (d) Any personal property of the Foundation, any Permitted Transferee or any Person which shall remam on the Series 2008B-1 Facility Sites after expiration or earlier termination of (iii) the fair market rental due in any year shall be paid in the current the term of this Series 2008B Ground Lease and for thirty (30) days after request by the School Board for year only to the extent that the moneys received by the Trastee as assignee of the Foundation removal, shall, at the option of the School Board, be deemed to have been abandoned and may be retained from the exercise of the remedies permitted under the Series 2008B-1 Lease during the preceding by the School Board and the same may be disposed of, without accountability, in such manner as the twelve months prior to such July 1 exceeded the principal and interest portion of Basic Lease School Board may see fit. Payments under the Series 20081B-1 Lease payable for such preceding twelve months and other amounts described in Section 505 of the Trast Agreement; provided, however, that any portion of (e) If the Foundation or any Permitted Transferee holds over or refuses to such fair market rental not paid in any year due to the provisions of this clause (iii) shall remain surrender possession of the Series 2008B-1 Facility Sites after expiration or earlier termination of this due and payable and shall accumulate from year to year and shall be paid in any future year to the Series 2008B Ground Lease, the Foundation or any Permitted Transferee shall be a tenant at sufferance extent that moneys received in such year from the exercise of the remedies permitted by the and shall pay rent equal to the fair market rental of the Series 2008B-1 Facility Sites determined in the Series 2008B-1 Lease exceed the principal and interest portion of Basic Lease Payments under manner provided in Section 3(b) hereof. the Series 2008B-1 Lease and other amounts described in Section 505 of the Trast Agreement and the fair market rental due in such years; and Section 5. Use of Series 2008B-1 Facility Sites; Assignments and Subleases. The Foundation may use the Series 2008B-1 Facility Sites for any lawfiil purpose; however, the parties agree (iv) the failure to pay any portion of the fair market rental in any year that unless the Series 2008B-1 Lease shall have been terminated as a result of non-appropriation or due to insufficiencies of moneys realized from the exercise of the remedies permitted under the default pursuant to Section 4.1(b) or 4.1(c) of the Master Lease, the Series 2008B-1 Facility Sites shall be Series 2008B-1 Lease (I) shall not give rise to any obligation to pay interest on such unpaid fair used solely for educational purposes. Unless the Series 2008B-1 Lease shall have been so terminated, no market rental and (2) shall not constitute a default under this Series 2008B Ground Lease by the assignment of this Series 2008B Ground Lease or subletting of the Series 2008B-1 Facility Sites may be Foundation or the Trastee as the assignee of the Foundation. made except as provided in the Assignment Agreement, the Series 2008B-1 Lease, the Trust Agreement and in any agreement with a Credit Facility Issuer (as defmed in the Trast Agreement), if any, without the Section 4. Title to Series 2008B-1 Facility Sites; Possession. (a) Upon the prior written consent of the School Board. In the event that the Series 2008B-1 Lease shall be terminated Commencement Date and throughout the term of this Series 2008B Ground Lease, fee titie to the Series pursuant to Section 4.1(b) or 4.1(c) of the Master Lease, then the Foundation's interest in this Series 2008B-1 Facility Sites shall be in the name of the School Board, subject to Permitted Encumbrances; title 2008B Ground Lease may be assigned by the Trastee to any third party, including a Credit Facility Issuer to the Series 2008B-1 Facilities constructed on the Series 2008B-1 Facility Sites shall be in the name of (a "Permitted Transferee"), who may alter, modify, add to or delete from the Series 2008B-1 Facilities the Foundation and shall remain severed from title to the Series 2008B-1 Facility Sites until the earlier of existing from time to time on the Series 2008B-1 Facility Sites. (i) payment in full, or provision for payment, of all Lease Payments under the Series 2008B-1 Lease or payment of the then applicable Purchase Option Price of the Series 2008B-1 Facilities, in accordance with The School Board represents and covenants that the Series 2008B-1 Facility Sites are presently Sections 7,2 or 7.3 of the Master Lease and Section 2 hereof, or (ii) the end of the term of this Series zoned to allow government use, and that the School Board shall take no action with respect to zoning or 2008B Ground Lease, other land use regulation applicable to the Series 2008B-1 Facility Sites except as directed by the Foundation. The School Board shall do everything in its power to assist the Foundation in obtaining such 7 C-3 building permits, subdivision approvals, or zoning changes or variances as the Foundation may deem without hindrance or molestation subject to the provisions hereof and of the Series 2008B-1 Lease, the necessary or desirable or such other permits, licenses, approvals or other actions which the Foundation Series 2008B Assignment Agreement and the Trust Agreement. deems necessary or desirable in order to enable the Foundation to use the Series 2008B-1 Facility Sites for such purposes as the Foundation shall determine, provided, however, that neither the Foundation nor Section 9. Liens. Unless the Series 2008B-1 Lease shall have been terminated as a result of any Permitted Transferee shall use or permit the Series 2008B-1 Facility Sites to be used in violation of non-appropriation or defauh pursuant to Section 4,1(b) or 4.1(c) of the Master Lease, neither the School any valid present or future laws, ordinances, rales or regulations of any public or governmental authority Board nor the Foundation shall, directly or indirectly, create, incur, assume or suffer to exist any at any time applicable thereto. mortgage, pledge, lien, charge, encumbrance or claim on or with respect to such Series 2008B-1 Facility Sites, other than Permitted Encumbrances. The School Board shall reimburse the Trastee for any expense It is understood that all right, title and interest of the Foundation in and to this Series 2008B incurred by the Trastee in order to discharge or remove any such mortgage, pledge, lien, charge, Ground Lease is to be irrevocably assigned by the Foundation to the Trastee pursuant to the Series 2008B encumbrance or claim. Upon termination of the Series 2008B-1 Lease as provided above, the Assignment Agreement, except that the Foundation shall continue to hold title to the Series 2008B-1 Foundation, the Trastee and any Permitted Transferee may enter into a mortgage or other encumbrance of Facilities as described in Section 4 hereof and in the Series 2008B-1 Lease. The School Board agrees that its leasehold estate in the Series 2008B-1 Facility Sites, provided, however, that the School Board's titie upon such assignment the Trustee shall have all of the rights of the Foundation hereunder assigned to the to the Series 2008B-1 Facility Sites shall not be subject to or encumbered by any such mortgage or other Trustee, notwithstanding any claim, defense, setoff or counterclaim whatsoever (whether arising from a encumbrance, including without limitation any mechanic's or materialman's liens. breach of this Series 2008B Ground Lease or otherwise) that the School Board may from time to time have against the Foundation or any person or entity associated or affiliated therewith. The School Board Section 10. Condemnation. In the event that any person, public or private, shall by virtue of acknowledges that the Trastee is acting on behalf of the holders of the Series 2008B Certificates and any eminent domain or condemnation proceedings, or by purchase in lieu thereof, at any time during the other Certificates representing an undivided proportionate interest in a portion of the Basic Lease Ground Lease Term acquire title to the Series 2008B-1 Facility Sites: Payments payable under the Series 2008B Lease, and may, under certain circumstances assign this Series 2008B Ground Lease to a Permitted Transferee. (f) So long as the Series 2008B-1 Lease is in effect, the Net Proceeds resulting therefrom shall be applied pursuant to the Master Lease. Notwithstanding anything to the contrary herein or in any exhibit, instrament, document or paper relating to this Series 2008B Ground Lease or any of the transactions contemplated hereby, the parties (g) After the end of the Lease Term of the Series 2008B-1 Lease, (i) if such hereto acknowledge and agree that upon the assignment by the Foundation of its rights hereunder to the person acquires title to such a substantial portion of the Series 2008B-1 Facility Sites that the Trastee pursuant to the Series 2008B Assignment Agreement, the Foundation shall have no further Corporation determines that it cannot economically make use of the residue thereof for the lawful obligation, liability or responsibility hereunder and no party hereto nor its successors or assigns shall look purposes intended or permitted by this Series 2008B Ground Lease, such acquisition of title or to the Foundation for any damages, expenses, fees, charges or claims with respect to the failure of any payment of such claim shall terminate the Ground Lease Term, effective as of the date on which obligations hereunder to be performed. the condemning party takes possession thereof or on the date of payment of such claim, as applicable, and the Net Proceeds resulting therefrom shall be paid to the School Board and the Section 6. Right of Entry. Unless the Series 2008B-1 Lease shall have been terminated as Corporation, as their respective interests may appear; and (ii) if such person acquires title to a a result of non-appropriation or default pursuant to Section 4.1(b) or 4.1(c) of the Master Lease, the portion of the Series 2008B-1 Facility Sites such that the Corporation determines that it can School Board shall have the right for any of its duly authorized representatives to enter upon the Series economically make beneficial use of the residue thereof for the purposes intended by this Series 2008B-1 Facility Sites at any reasonable time to inspect the same or to make any repairs, improvements 2008B Ground Lease, then this Series 2008B Ground Lease shall continue in full force and effect or changes necessary for the preservation thereof and the Net Proceeds resulting therefrom shall be paid to the School Board and the Corporation, as their respective interests appear, Section 7. Default. In the event the Foundation shall be in default in the performance of any obligation on its part to be performed under the terms of this Series 2008B Ground Lease, which (h) Any taking of any portion of the Series 2008B-1 Facility Sites shall be default continues for sixty (60) days following notice and demand for correction thereof to the deemed substantial hereunder, Foundation, the School Board may exercise any and all remedies granted by law; provided, however, that so long as any Certificates representing an undivided proportionate interest in a portion of the Basic Lease (i) It is understood that the foregoing provisions of this Section 10 shall not in Payments payable under the Series 2008B Lease are outstanding and except as provided in Section 2 any way restrict the right of the School Board or the Corporation to appeal the award made by herein, this Series 2008B Ground Lease shall not be terminated. The School Board shall have recourse any court or other public agency in any condemnation proceeding. solely against the leasehold estate of the Foundation m the Series 2008B-1 Facility Sites, and any proceeds thereof, for the payment of any liabilities of the Foundation hereunder. Section 11. Estoppel Certificates, The School Board, at any time and from time to time, upon not less than thirty (30) days prior written notice from the Corporation, will execute, acknowledge Section 8. Quiet Enjoyment. The Foundation at all times during the term of this Series and deliver to the Corporation, or to whomsoever it may direct, a certificate of the School Board 2008B Ground Lease shall peacefiilly and quietly have, hold and enjoy the Series 2008B-1 Facility Sites, certifying that this Series 2008B Ground Lease is unmodified (or, if there have been any modifications, identifying the same), that this Series 2008B Ground Lease is in full force and effect and that there is no defauh hereunder (or, if so, specifying the default). It is intended that any such certificate may be relied Series 2008B Credit Facilify Issuer: Assured Guaranfy Corp. upon by any Person. 1325 Avenue of the Americas New York, New York 10019 Section 12. Amendments. Other than amendments in connection with the acquisition of the Attention: General Counsel Series 2008B-1 Facility Sites, no amendment may be made to this Series 2008B Ground Lease without the prior written consent of the Trastee and each Credit Facility Issuer securing a Series of Certificates with a copy to: representing an undivided proportionate interest in a portion of the Basic Lease Payments payable under the Series 2008B Lease, Notwithstanding the foregoing, this Series 2008B Ground Lease may be Assured Guaranfy Corp, amended without the prior written consent of the Trustee and the Series 2008B Credit Facility Issuer for 1325 Avenue of the Americas the purpose of adding or modifying a legal description and/or the permitted encumbrances for any New York, New York 10019 designated Series 2008B-1 Facilify Site. Copies of all amendments hereto shall be provided to the Rating Attention: Risk Management Department - Public Agencies (as defined in the Trast Agreement), whether effected pursuant to Section 702 or Section 703 of Finance Surveillance the Trust Agreement. E-mail: riskmanagementdept(gassuredguaranfy,com Section 13. Binding Effect. This Series 2008B Ground Lease shall inure to the benefit of Section 16. Severability. In the event any provision of this Series 2008B Ground Lease shall and shall be binding upon the Foundation and the School Board and their respective successors and be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate assigns, provided, however, that the Trastee is entitied to the benefits of the provisions hereof. or render unenforceable any other provision hereof Section 14. No Merger of Leasehold Estate. There shall be no merger of this Series 2008B Section 17. Applicable Law. This Series 2008B Ground Lease shall be governed by and Ground Lease or of the leasehold estate hereby created with the fee estate in the Series 2008B-1 Facilify construed in accordance with the laws of the State of Florida, Sites by reason of the fact that, through the exercise of remedies hereunder or otherwise, the same person may acquire or hold, directly or indirectly, this Series 2008B Ground Lease or leasehold estate hereby Section 18. Execution in Counterparts. This Series 2008B Ground Lease may be executed created or any interest herein or therein, and the fee estate in the Series 2008B-1 Facilify Sites or any in several counterparts, each of which shall be an original and all of which constitute but one and the interest in such fee estate. There shall be no merger of tiiis Series 2008B Ground Lease with the Series same instrament. 2008B-1 Lease by reason of the fact that the School Board is the owner of the fee title to the Series 2008B-1 Facilify Sites and the leasehold estate in the Series 2008B-1 Facilities created under the Series Section 19. Memorandum of Lease. Simultaneously with the execution of this Series 2008B-1 Lease or by reason of the fact that the Foundation is the owner of the leasehold estate in the 2008B Ground Lease, the School Board and the Foundation shall each execute, acknowledge and deliver Series 2008B-1 Facilify Sites created hereby and is the owner of the fee titie in the Series 2008B-1 a Memorandum of Lease with respect to this Series 2008B Ground Lease. Said Memorandum of Lease Facilities as provided in the Series 2008B-1 Lease, shall not in any circumstances be deemed to change or otherwise to affect any of the obligations or provisions of this Series 2008B Ground Lease. Upon the modification of this Series 2008B Ground Lease Section 15. Notices. All notices, certificates, requests or other communications hereunder as provided in Section 2 hereof, the Memorandum of Lease shall be appropriately amended. shall be in writing and shall be sufficiently given and shall be deemed given when delivered or mailed by certified mail, postage prepaid to the following addresses, or to such other address or addresses as shall be Section 20. No Personal Liability. No covenant or agreement contained in this Series designated by the parties in writing: 2008B Ground Lease shall be deemed to be the covenant or agreement of any member of the School Board or the Foundation or any officer, employee or agent of the School Board or the Foundation, or of Foundation: 145 0 N .E. Second Avenue any successor thereto, in an individual capacity, and neither the members of the School Board or the Miami, Florida 33132 Foundation executing this Series 2008B Ground Lease nor any officer, employee, agent of the School Attention: President Board or the Foundation shall be personally liable or accountable by reason of the execution or delivery hereof School Board: 1450 N.E, Second Avenue Miami, Florida 33132 Section 21. Third Party Beneficiary. Each Credit Facility Issuer securing a Series of Attention: Superintendent of Schools Certificates representing an undivided proportionate interest in a portion of the Basic Lease Payments payable under the Series 2008B Lease shall be deemed to be a third party beneficiary of this Series 2008B Trustee: The Bank of New York Trast Company, N.A. Ground Lease, 10161 Centurion Parkway, 2nd Floor Jacksonville, Florida 32256 Section 20. Radon. Pursuant to Section 404.056, Florida Statutes, the following notification Attention: Corporate Trast Division is hereby given: "RADON GAS" Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to 10 11 C-4 it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in IN WITNESS WHEREOF, the Foundation has caused this Series 2008B Ground Lease to be Florida. Additional information regarding radon and radon testing may be obtained from your county executed in its corporate name and its corporate seal to be hereunto affixed and attested by its duly public health unit. authorized officers and the School Board has caused this Series 2008B Ground Lease to be executed in its name and its seal to be hereunto affixed by its duly authorized officials, all as of the date first above written. THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA [SEAL] Chair Attest: By:. RudolplrFfCrew, Ec Superintendent and Secretary MIAMI-DADE COUNTY SCHOOL BOARD FOUNDATION, INC. [SEAL] By:„ Ss^lRj^-u^ Ofelia ^n Pedro Vice President Attest: Juvia R. Rojas ^ Assistant Secretary 13 12 STATE OF FLORIDA STATE OF FLORIDA ) )SS: )SS: COUNTY OF MIAMI-DADE ) COUNTY OF MIAMI-DADE ) The undersigned, a Notary Public in and for the said County in the State aforesaid, do hereby The undersigned, a Notary Public in and for the said County in the State aforesaid, do hereby certify that Agustin J, Barrera and Rudolph F. Crew, Ed.D., personally known to me to be the same certify that Ofelia San Pedro and Silvia R. Rojas, personally known to me to be the same persons whose persons whose names are, respectively, as Chair and Secretary, respectively, of THE SCHOOL BOARD names are, respectively, as Vice President and Assistant Secretary, respectively, of MIAMI-DADE OF MIAMI-DADE COUNTY, FLORIDA, subscribed to the foregoing instioiment, appeared before me COUNTY SCHOOL BOARD FOUNDATION, INC., a Florida not-for-profit corporation, subscribed to this day in person and each acknowledged that he, being thereunto duly authorized, signed, sealed with the foregoing instrament, appeared before me this day in person and each acknowledged that she, being the seal of said School Board, and delivered the said instrument as the free and voluntary act of said thereunto duly authorized, signed, sealed with the seal of said corporation, and delivered the said School Board and as his own free and voluntary act, for the uses and purposes therein set forth. instrument as the free and voluntary act of said corporation and as her own free and voluntary act, for the uses and purposes therein set forth, GIVEN under my hand and notarial seal this <^^ day ofMay, 2008. GIVEN under my hand and notarial seal this NOTARY PUBLIC, STATE OF FLORIDA NOTARY PU NOTARY PUBLIC NOTARY PUBLIC SEAL OF OFFICE: SEAL OF OFFICE: (Name of Notary Public, Print, Stamp or Type as (Name of Notary Public, Print, Stamp or Type as Commissioned.) Commissioned,) Personally known to me, or [g^ersonally known to me, or D Produced identification: • Produced identification: (Type of Identification Produced) (Type of Identification Produced) ORLANDO J. LEON Notary Public, State of Florida ' My Comm. Expires Sept. 28, 2010 NO.DD599952 Bonded thru Arthur J. Gallagher & Co. ""oRLA^DoTIioN ' Notary Public, State of Florida My Comm, Expires Sept. 28, 2010 14 15 NO.OD599952 Bonded thru Arthur J. Ga!la9heaCo^_^ C-5 EXHIBIT A Conversion of Leewood Elementarv School to K-8 Center SERIES 2008B-1 FACILITY SITES PARCEL 1: A portion of Southwest 1/4 of the Nortiieast 1/4 of the Northwest 1/4 of Section 17, Township 55 A. DESCRIPTION OF REAL ESTATE South, Range 40 East, Miami-Dade County, Florida, more particularly described as follows: State School BB-1 (TVew K-8 Center - Sunny Isles Beach Community School) Commence at the Southwest comer of the NE 1/4 of the NW 1/4 of Section 17, Township 55 South, Range 40 East; thence N02°12'55"W along the West line of the NE 1/4 of the NW 1/4 of PARCEL 1: said Section, a distance of 359.32 feet; thence N87°47'05"E a distance of 111.34 feet to the Point Tract A, TREBOR-COASTAL, according to tiie plat thereof as recorded in Plat Book 91, Page of Beginning; tiience N41°03'28"E a distance of 96,87 feet; thence S48°56'32"E a distance of 44, Public Records of Miami-Dade County, Florida, also described as All of Empress House 41.35 feet; thence S41°03'28"W a distance of 12.73 feet; thence S48°56'32"E a distance of 106.45 Condominium, according to the Declaration of Condominium recorded February 21, 2006 in feet; thence S41°03'18"W a distance of 69.52 feet; thence S33°16'14"W a distance of 6,23 feet; Official Records Book 24255, Page 2514, Public Records of Miami-Dade County, Florida. thence N48°58'28"W a distance of 38,13 feet; thence S41°03'28"W a distance of 4.43 feet; thence Folio No. 31 -2211 -009-0010. N49°13'43"W a distance of 19.67 feet; tiience N4r03'28"E a distance of 4.52 feet; thence N48°56'32"W a distance of 29.38 feet; thence S41°03'29"W a distance of 8.42 feet; thence AND N48°56'34"W a distance of 61.47 feet to tiie Point of Beginning. Tract A, GOLDEN VIEW, according to the plat thereof as recorded in Plat Book 154, Page 68, Public Records of Miami-Dade County, Florida. PARCEL 2: Folio No. 31-2202-039-0010. A portion of Southwest 1/4 of the Northeast 1/4 of the Northwest 1/4 of Section 17, Tovraship 55 South, Range 40 East, Miami-Dade County, Florida, more particularly described as follows: AND Commence at the Southwest comer of the NE 1/4 of the NW 1/4 of Section 17, Township 55 That portion of 182nd Drive, vacated by Resolution No. 2006-964, of the City Commission of the South, Range 40 East; thence N02°12'55"W along the West line of the NE 1/4 of the NW 1/4 of City of Sunny Isles Beach, passed and adopted in September 21, 2006. said Section, a distance of 522.52 feet; thence N87°47'05"E a distance of 66.80 feet to the Point of Beginning; thence N18°29'43"W a distance of 48.22 feet; tiience N41°30'20"E a distance of 71.64 feet; thence S48°29'40"E a distance of 35.59 feet; thence N4l°30'20"E a distance of 56.13 Addition at EWF Stirrup Elementary School feet; thence N48°29'40"W a distance of 4.00 feet; thence N41°30'20"E a distance of 26.06 feet; thence N48°29'40"W a distance of 16,09 feet; thence N41°29'42"E a distance of 44,83 feet; thence S49°10'2r'E a distance of 24.75 feet; thence N41°30'20"E a distance of 30.59 feet; thence A portion of Tract "J" and Tract "1", of FONTAINEBLEAU PARK WEST SECTION FIVE, S48°30'18"E a distance of 27.27 feet; thence S41°30'12"W a distance of 4,26 feet; thence according to the Plat thereof, as recorded in Plat Book 104, at Page 1, of the Public Records of S48°29'38"E a distance of 10.00 feet; thence N41°30'20"E a distance of 15,59 feet; tiience Miami - Dade County, Florida, more particularly described as follows: S48°29'40"E a distance of 42.58 feet; thence S41°30'20"W a distance of 223.32 feet; thence N48°29'40"W a distance of 11.08 feet; thence S41°30'20"W a distance of 17.20 feet; thence Commence at the Northeast corner of said Tract "J", being also the Southeast comer of Tract "1"; N48°29'40"W a distance of 30.83 feet; thence S41°30'13"W a distance of 3.44 feet; thence thence S89°59'56"W along the North Boundary line of Tract "J", a distance of 116.44 feet to the N78°29'40"W a distance of 42.04 feet to the Point of Beginning, Point of Beginning; thence S02°13'07"E, a distance of 40.71 feet; thence S87°46'58"W, a distance of 127.15 feet; thence S02°13'07"E, a distance of 3.92 feet; thence S87°46'53"W a distance of 18,23 feet; thence S02°13'07"E, a distance of 18.79 feet; thence S87°46'53"W, a distance of 43.83 feet; thence N02°13'07"W, a distance of 107.46 feet; thence N87°46'53"E, a distance of 189.21 feet; thence S02°13'07"E, a distance of 44.04 feet to the Point of Beginning. A-1 A-2 State School B-1 (Addition at Coral Way K-8 Center) State School YYY-1 (New Senior High School) PARCEL 1: PARCEL 1: A portion of tract of land conveyed by Westmoreland Co. to BPl by Deed recorded in Book 353, A portion of the Northeast 1/4 and the Southeast 1/4 of Section 31, Township 54 South, Range 40 Page 65, Miami-Dade County, Florida, more particularly described as follows: East, Miami-Dade County, Florida, more particularly described as follows: Commence at the Northeast comer of said BPl Tract; thence S00°40'39"E along the Easterly Commence at the Northeast comer of the Southeast 1/4 of said Section 31; thence ran boundary line of BPl Tract, a distance of 38.72 feet; thence S89°31'40"W, a distance of 26.51 feet S01°25'48"E, along the East line of the Southeast 1/4 of said Section 31 for a distance of 501.68 to the Point of Beginning; tiience S00°40'13"E, a distance of 35.67 feet; thence S89°19'40"W, a feet; thence S87°38'48"W a distance of 1254.25 feet to the Point of Beginning; thence distance of 2.00 feet; thence S00°40'13"E, a distance of 35,67 feet; thence S00°40'13"E, a S87°50'07"W a distance of 324.09 feet; thence N17°39'50"W a distance of 23.49 feet; thence distance of 12,00 feet; tiience S89°19'47"E, a distance of 35.33 feet; thence N00°40'll"W, a S72°39'31"W a distance of 41.36 feet; thence N17°20'29"W a distance of 12.17 feet; thence distance of 1,00 feet; tiience S89°19'47"W, a distance of 31,00 feet; thence S00°40'13"E, a S72°39'3r'W a distance of 54.06 feet; thence N17°20'29"W a distance of 115.50 feet; thence distance of 6,08 feet; thence S89°19'47"E, a distance of 44,33 feet; thence N00°40'13"E, a N72°39'31"E a distance of 69.86 feet; thence N25°21'00"W a distance of 51.70 feet; thence distance of 6,08 feet; thence S89°19'47"W, a distance of 56.33 feet; thence S00°40'H"E, a N72°39'31"E a distance of 28.40 feet; thence N17°20'29"W a distance of 11.30 feet; thence distance of 1.00 feet; thence S89°19'48"W, a distance of 35.33 feet; tiience N00°40'13"W, a N72°39'31"E a distance of 182.42 feet; thence S17°20'29"E a distance of 96.98 feet; thence distance of 12.00 feet; thence S89°19'47"W, a distance of 2.00 feet; thence N00°40'13"W, a S72°39'07"W a distance of 173,25 feet; thence S17°20'36"E a distance of 58.50 feet; thence distance of 35.67 feet; thence N89°19'47"E, a distance of 33.33 feet; tiience N00°40'13"W, a N72°39'31"E a distance of 20.41 feet; thence N02°20'29"W a distance of 7.11 feet; thence distance of 7.33 feet; thence N89°19'47"E, a distance of 25.33 feet; thence N00°40'13"W, a N87°39'31"E a distance of 9.17 feet; tiience N02°20'29"W a distance of 18.22 feet; thence distance of 4.58 feet; thence N89°19'47"E, a distance of 38.33 feet; thence S00°40'13"E, a N87°39'31"E a distance of 117.33 feet; thence N02°20'29"W a distance of 25.04 feet; thence distance of 4.58 feet; tiience N89°19'48"E, a distance of 76.00 feet; thence S00°40'13"E, a S77°20'29"E a distance of 63.41 feet; thence S02°20'29"E a distance of 8.63 feet; thence distance of 7.33 feet; thence 89°19'47"E, a distance of 33.33 feet to the Point of Beginning. N87°39'31"E a distance of 127.17 feet; thence S02°20'28"E a distance of 89.00 feet to the Point of Beginning. PARCEL 2: A portion of tract of land conveyed by Westmoreland Co. to BPl by Deed recorded in Book 353, PARCEL 2: Page 65, Miami-Dade County, Florida, more particularly described as follows: A portion of the Northeast 1/4 and the Southeast 1/4 of Section 31, Township 54 South, Range 40 East, Miami-Dade County, Florida, more particularly described as follows: Commence at the Northeast comer of said BPl Tract; tiience S00°40'39"E, along the Easteriy boundary line of BPl Tract, a distance of 381.96 feet; tiience S89°19'21"W, a distance of 29.59 Commence at the Northeast comer of the Southeast 1/4 of said Section 31; thence ran feet to the Point of Beginning; thence S00°40'13"E, a distance of 12.00 feet; tiience S01°25'48"E along the East line of the Soutiieast 1/4 of said Section 31 for a distance of 302,93 S89°19'40"W, a distance of 2.00 feet; thence N89°19'47"E, a distance of 2.00 feet; thence feet; tiience S87°38'48"W a distance of 1056.00 feet to the Point of Beginning; thence S00°40'13"E, a distance of 35.67 feet; thence S89°19'47"W, a distance of 33.33 feet; thence S02°20'29"E a distance of 71.76 feet; thence S87°39'31"W a distance of 36.51 feet; thence S00°40'13"E, a distance of 7.33 feet; thence S89°19'47"W, a distance of 76.00 feet; thence S02°20'29"E a distance of 29.17 feet; thence N87°39'31"E a distance of 40.33 feet; thence S00°40'13"E, a distance of 4,58 feet; thence S89°19"47"E, a distance of 38,33 feet; thence S02°20'29"E a distance of 73.22 feet; thence N87''39'31"E a distance of 53.92 feet; thence N00°40'13"E, a distance of 4.58 feet; thence S89°19'47"W, a distance of 39.33 feet; thence S02°20'29"E a distance of 44.83 feet; thence S87°39'31"W a distance of 244.11 feet; thence S00°40'11"E, a distance of 43.17 feet; thence S89°19'47"W, a distance of 15.00 feet; thence N02°12'26"W a distance of 147.22 feet; thence S87°39'31"W a distance of 30.82 feet; thence S00°40'13"E, a distance of 5.75 feet; thence S89°19'47"W, a distance of 26.33 feet; thence N02°20'29"W a distance of 88.67 feet; thence N87°39'31"E a distance of 181.40 feet; thence S00°40'13"W, a distance of 10.75 feet; thence S89°19'47"W, a distance of 68.00 feet; thence S02°20'29"E a distance of 16.91 feet; thence N87°39'31"E a distance of 35.45 feet to the Point of N00°40'13"W, a distance of 3.17 feet; thence S89°19'47"E, a distance of 24.33 feet; thence Beginning. N00°40'13"W, a distance of 12.00 feet; thence S89°19'47"W, a distance of 3.67 feet; thence N00°40'13"W, a distance of 87.50 feet; thence N89°19'48"E, a distance of 7.67 feet; thence PARCEL 3: N00°40'13"W, a distance of 12.00 feet; tiience N89°19'47"E, a distance of 35.33 feet; thence A portion of the Northeast 1/4 and the Soutiieast 1/4 of Section 31, Township 54 South, Range 40 S00°40'13"E, a distance of 1.00 feet; thence N89°19'47"E, a distance of 15.17 feet; thence East, Miami-Dade County, Florida, more particularly described as follows: N00°40'13"W, a distance of 6.08 feet; thence N89°19'47"E, a distance of 33.17 feet; thence S00°40'13"E, a distance of 6.08 feet; thence N89°19'47"E, a distance of 195.67 feet; thence Commence at the Northeast comer of the Southeast 1/4 of said Section 31; thence ran N00°40'l 1"W, a distance of 1.00 feet; thence N89°19'47"E, a distance of 35,33 feet to the Point S01°25'48"E along the East line of the Southeast 1/4 of said Section 31 for a distance of 167.62 of Beginning, feet; thence S87°38'48"W a distance of 932.11 feet to the Point of Beginning; thence S02°20'29"E a distance of 89.68 feet; tiience S87°39'31"W a distance of 34.00 feet; thence S02°20'29"E a distance of 20.79 feet; thence S87°39'31"W a distance of 62.42 feet; thence A-3 A-4 C-6 N02°20'29"W a distance of 8.36 feet; thence S87°39'31"W a distance of 125.80 feet; thence State School TT-1 (New K-8 Center) N02°20'29"W a distance of 57.54 feet; thence N47°20'29"W a distance of 34.26 feet; thence N42°39'31"E a distance of 103.67 feet; thence S47°20'50"E a distance of 91.04 feet; thence PARCEL 1: N02°18'30"W a distance of 33.36 feet; thence N87°39'31"E a distance of 75.39 feet; thence A portion of Tract F-2, according to the Plat thereof, as recorded in Plat Book 133, at Page 12, of S03°25'58"E a distance of 21.71 feet; tiience N88°05'23"E a distance of 32.93 feet to tiie Point of the Public Records of Miami-Dade County, Florida, more particularly described as follows: Beginning. Commence at the Northwesterly comer of Tract F-2, thence S18°07'37"E along the Westerly Addition at Sonthwood Middle School boundary line of said Tract F-2 a distance of 216.55 feet; thence N71°52'30"E a distance of 312.83 feet to the Point of Beginning; thence continue N71°50'23"E a distance of 232.00 feet; A portion of the SE 1/4 of tiie NW 1/4 of the SE 1/4 of Section 27, Township 55 South, Range 40 thence S18°09'28"E a distance of 89.05 feet; thence S71°50'32"W a distance of 232.00 feet; East, Miami-Dade County, Florida, more paticularly described as follows: thence Nl 8°09'28"W a distance of 89.04 feet to the Point of Beginning Commence at tiie Northeast comer of SE 1/4 of the NW 1/4 of the SE 1/4 of said Section 27-55- PARCEL 2: 40; thence S87°55'22"W along tiie North line of the SE 1/4 of the A portion of Tract F-2, according to the Plat thereof, as recorded in Plat Book 133, at Page 12, of NW 1/4 of the SE 1/4 of Section 27-55-40 a distance of 126,76 feet; thence S02°04'49"E a the Public Records of Miami-Dade County, Florida, more particularly described as follows: distance of 108,27 feet to tiie Point of Beginning; thence S03°24"17"E a distance of 214.17 feet; thence S86°35'43"W a distance of 3.59 feet; tiience S03°24'24"E a distance of 18.00 feet; thence Commence at the Northwesterly comer of Tract F-2, thence S18°07'37"E along the Westerly S86°35'43"W a distance of 26.25 feet; thence S03°24'17"E a distance of 18.81 feet; thence boundary line of said Tract F-2, a distance of 284.88 feet; thence N71°52'30"E a distance of N8ri8'3l"W a distance of 31.80 feet; thence S86°35'43"W a distance of 12.16 feet; thence 226.29 feet to the Point of Beginning; thence N71°19'41"E a distance of 39.17 feet; thence N03°24'17"W a distance of 17.81 feet; thence S86°35'43"W a distance of 11.92 feet; thence S18°09'28"E a distance of 18.66 feet; thence N71°50'32"E a distance of 45.42 feet; thence N03°24'17"W a distance of 88.33 feet; thence S86°35'43"W a distance of 4.06 feet; thence S18°09'28"E a distance of 89.66 feet; thence N71°50'32"E a distance of 4.46 feet; thence N08°57'38"W a distance of 40,16 feet; thence N8l°46'55"E a distance of 7,98 feet; thence S18°09'28"E a distance of 130.67 feet; thence N71°50'32"E a distance of 24.88 feet; thence N03°24'17"W a distance of 84.01 feet; thence N15°16'47"W a distance of 18,80 feet; thence S18°09'28"E a distance of 15.42 feet; thence N66°50'32"E a distance of 95.28 feet; thence N74°43'13"E a distance of 61.86 feet; thence S03°24'17"E a distance of 17.61 feet; thence N18°09'28"W a distance of 31,96 feet; thence N66°50'32"E a distance of 145.72 feet; thence N86°35'43"E a distance of 28.33 feet to the Point of Beginning. S23°14'21"E a distance of 139.00 feet; thence N71°50'32"E a distance of 25.13 feet; thence S16°49'02"E a distance of 35.40 feet; thence S75°50"32"W a distance of 76.80 feet; thence S18°09'28"E a distance of 15.57 feet; thence S72°14'48"W a distance of 325,40 feet; thence Conversion of Vineland Elementary School to K-8 Center N15°09'28"W a distance of 217.67 feet; thence N18°09'28"W a distance of 165,49 feet to the Point of Beginning. A portion of Tract "A" of COUNTRY STATES, according to the Plat thereof, as recorded in Plat Book 66, at Page 139, of the Public Records of Miami-Dade County, Florida, more particularly PARCEL 3: described as follows: A portion of Tract F-2, according to the Plat thereof, as recorded in Plat Book 133, at Page 12, of the Public Records of Miami-Dade County, Florida, more particularly described as follows: Commence at the Northeast comer of said Tract "A", thence S00°35'05"W along the East Boundary tine of Tract "A", a distance of 92.76 feet; thence West a distance of 119.78 feet to the Commence at the Northwesterly comer of Tract F-2, thence S18°07'37"E along the Westerly Point of Beginning; thence South a distance of 125.39 feet; thence West a distance of 279.01 feet; boundary line of said Tract F-2 a distance of 459.68 feet; thence N71°52'30"E a distance of thence North a distance of 125.39 feet; thence East a distance of 279.01 feet to the Point of 596.54 feet to the Point of Beginning; thence N67°00'07"E a distance of 100.33 feet; thence Beginning. S22°59'54"E a distance of 96.34 feet; thence S67°00'07"W a distance of 100.33 feet; thence N22°59'53"W a distance of 96.34 feet to tiie Point of Beginning. [Remainder of Page Intentionally Left Blank] [Remainder of Page Intentionally Left Blank] A-5 A-6 State School E-1 (New K-8 Center) N06°55'06"W a distance of 101.25 feet; thence N83°04'54"E a distance of 100.33 feet; thence S06°55'06"E a distance of 101.25 feet; thence S83°04'54"W a distance of 100.33 feet to the Point of Beginning. PARCEL 1: A portion of a Tract of land in Section 19, Township 52 South, Range 42 East, North Miami, PARCEL 3: Miami-Dade County, Florida. A portion of a Tract of land in Section 19, Township 52 South, Range 42 East, North Miami, Miami-Dade County, Florida. Bounded: Northerfy: By the South Right of Way line of "N.E. 137tii STREET" Bounded: Easterly: By the West Right of Way line of "N.E. 9th AVENUE" Northerfy: By the South Right of Way line of "N.E. 137th STREET" Southerfy: By the North Right of Way line of "N.E. 135tii STREET" Easterfy: By the West Right of Way line of "N.E. 9th AVENUE" Westerly: By the East Right of Way line of "N.E. 7th AVENUE" Soutiierfy: By the North Right of Way line of "N.E. 135th STREET" Westeriy: By the East Right of Way line of "N.E. 7th AVENUE" Comprising: Blocks 49, 50 53, and 54 of "IRONS MANOR HIGHPINE ADDITION SECTION - A" Comprising: according to the Plat thereof as recorded in Plat Book 23, at Page 80 of the Public Records of Blocks 49, 50, 53, and 54 of "IRONS MANOR HIGHPINE ADDITION SECTION-A", Dade County, Florida, more particularly described as follows: according to the Plat thereof as recorded in Plat Book 23, at Page 80 of the Public Records of Dade County, Florida, more particularly described as follows: Commence at the centerlines intersection of NE 7th Avenue and NE 135th Street; thence N87°05'39"E along the Centeriine of NE 135th Street (formerly Natiiral Bridge Road) a distance Commence at the centerlines intersection of NE 7th Avenue and NE 135th Street; thence of 125.50 feet; thence N02°54'21"W a distance of 83.82 feet to the Point of Beginning; thence N87°05'39"E along the Centeriine of NE 135th Street (formerly Natural Bridge Road) a distance N06°55'06"W a distance of 102.64 feet; thence S87°04'54"W a distance of 68.86 feet; thence of 440.40 feet; thence N02°54'21"W a distance of 103.18 feet to the Point of Beginning; thence N02°55'06"W a distance of 399.18 feet; tiience N87°04'54"E a distance of 371.49 feet; thence N06°55'05"W a distance of 48.33 feet; thence N83°04'54" a distance of 82.00 feet; thence S02°55'01"E a distance of 117.47 feet; tiience S87°04'54"W a distance of 240.32 feet; thence S06°55'06"E a distance of 48.33 feet; thence S83°04'54"W a distance of 82.00 feet to the Point of S01°33'11"E a distance of 26.55 feet; thence S87°04'59"W a distance of 18,82 feet; thence Beginning. S02°55'06"E a distance of 224.00 feet; thence N78°04'54"E a distance of 75.20 feet; thence N06°55'06"W a distance of 33.46 feet; thence N78°03'51"E a distance of 150.16 feet; thence S06°55'06"E a distance of 183.89 feet; thence S83°04'54"W a distance of 269,42 feet to the Point [Remainder of Page Intentionally Left Blank] of Beginning. PARCEL 2: A portion of a Tract of land in Section 19, Township 52 South, Range 42 East, North Miami, Miami-Dade County, Florida. Bounded: Northerfy: By the South Right of Way line of "N.E. 137tii STREET" Easterfy: By the West Right of Way line of "N.E. 9th AVENUE" Southerly: By the North Right of Way line of "N.E. 135th STREET" Westerly: By the East Right of Way line of "N.E. 7th AVENUE" Comprising: Blocks 49, 50, 53, and 54 of "IRONS MANOR HIGHPE^E ADDITION SECTION-A" according to the Plat thereof as recorded in Plat Book 23, at Page 80 of the Public Records of Dade County, Florida, more particularly described as follows: Commence at the centerlines intersection of NE 7th Avenue and NE 135th Street; thence N87°05'39"E along the Centeriine of NE 135th Street (formerly Natural Bridge Road) a distance of 411.77 feet; thence N02°54'21"W a distance of 248.03 feet to the Point of Beginning; thence A-7 A-8 C-7 Young Men's Preparatory Academy at Buena Vista Complex Holmes Elementary School Partial Replacement Parcel 1: PARCEL 1: A portion of Tract A of HOLMES ELEMENTARY SCHOOL, according to the Plat thereof, as A portion of Lots 7, 8, 9, 10, 11, 12, 13, 14, 15 and 16 (also known as Parcel 2), Block 2 of recorded in Plat Book 144, at Page 39, of the Public Records of Miami-Dade County, Florida, SAINT JAMES PARK, according to the Plat thereof, as recorded in Plat Book 3, at Page 65, of more particularly described as follows: the Public Records of Miami-Dade County, Florida, more particularly described as follows: Commence at the Southwest comer of NW 1/4 of the NE 1/4 of Section 14, Township 53 South, Commence at the Northwest comer of Lot 12, thence S00°12'36"W along the West Boundary line Range 41 East, as per Plat Book 144, at Page 39, thence N04°05'30"W along the West line of of said Lot 12, a distance of 27.93 feet; thence S89°47'24"E a distance of 19.34 feet to the Point NW 1/4 of the NE 1/4 of Section 14-53-41 a distance of 132.70 feet; thence N85°54'30"E a of Beginning; thence East a distance of 11.00 feet; thence N00°00'15"E a distance of 20,79 feet; distance of 83.90 feet to tiie Point of Beginning; thence Nl 1°29'30"E a distance of 24.88 feet; thence East a distance of 147.62 feet; thence South a distance of 43.46 feet; thence East a distance thence S89°29'30"W a distance of 34.07 feet; thence N19°38'15"E a distance of 39.61 feet; of 15,46 feet; thence South a distance of 45.00 feet; thence West a distance of 35.58 feet; thence thence N03°30'30"W a distance of 23.28 feet; thence N86°29'30"E a distance of 78.08 feet; South a distance of 16.17 feet; thence West a distance of 57.25 feet; thence North a distance of thence S07°50'35"E a distance of 74.98 feet; tiience S77°57'37"W a distance of 72.54 feet to the 16,17 feet; thence West a distance of 60.14 feet; thence North a distance of 7.66 feet; thence West Point of Beginning. a distance of 21.10 feet; thence North a distance of 60.00 feet to the Point of Beginning. Parcel 2: PARCEL 2: A portion of Tract A of HOLMES ELEMENTARY SCHOOL, according to the Plat thereof, as A portion of Lots 7, 8, 9, 10, 11, 12, 13, 14, 15 and 16 (also known as Parcel 2), Block 2 of recorded in Plat Book 144, at Page 39, of the Public Records of Miami-Dade County, Florida, SAINT JAMES PARK, according to the Plat thereof, as recorded in Plat Book 3, at Page 65, of more particularly described as follows: the Public Records of Miami-Dade County, Florida, more particularly described as follows: Commence at the Southwest comer of NW 1/4 of the NE 1/4 of Section 14, Township 53 South, Commence at the Northwest corner of Lot 12, thence S00°12'36"W along the West Boundary line Range 41 East, as per Plat Book 144, at Page 39, thence N04°05'30"W along the West line of of said Lot 12 a distance of 109.33 feet; tiience S89°47'24"E a distance of 9.10 feet to the Point of NW 1/4 of the NE 1/4 of Section 14-53-41 a distance of 54,13 feet; thence N85°54'30"E a Beginning; thence East a distance of 81.08 feet; thence South a distance of 27,21 feet; thence distance of 173.84 feet to the Point of Beginning; thence N03°30'30"W a distance of 115.63 feet; S45°00'00"E a distance of 66.33 feet; tiience S45°00'00"W a distance of 28.66 feet; thence East a thence S78°30'30"E a distance of 103.82 feet; thence SI 1°29'30"W a distance of 25.68 feet to the distance of 31.70 feet; thence South a distance of 34.00 feet; thence East a distance of 10.30 feet; Point of Tangency; thence Southwesterly along a circular curve concave to the Northwest, having thence South a distance of 32.00 feet; thence West a distance of 114.01 feet; thence for its elements a radius of 87.00 feet, a central angle of 81°19'55" and an arc length of 123,50 N45°00'00"W a distance of 50.49 feet; thence North a distance of 124,67 feet to the Point of feet to the Point of Beginning. Beginning, Parcel 3: A portion of Tract A of HOLMES ELEMENTARY SCHOOL, according to the Plat thereof, as [Remainder of Page Intentionally Left Blank] recorded in Plat Book 144, at Page 39, of the Public Records of Miami-Dade County, Florida, more particularly described as follows: Commence at the Southwest comer of NW 1/4 of the NE 1/4 of Section 14, Township 53 South, Range 41 East, as per Plat Book 144, at Page 39, thence N04°05'30"W along the West line of NW 1/4 of the NE 1/4 of Section 14-53-41, a distance of 223,82 feet; thence N85°54'30"E a distance of 175,56 feet to the Point of Beginning; thence N03°30'30"W a distance of 41,50 feet; thence N86°29'30"E a distance of 36.83 feet; thence S03°30'30"E a distance of 41.50 feet; thence S86°29'30"W a distance of 36.83 feet to the Point of Beginning. Parcel 4: A portion of Tract A of HOLMES ELEMENTARY SCHOOL, according to the Plat thereof, as recorded in Plat Book 144, at Page 39, of the Public Records of Miami-Dade County, Florida, more particularly described as follows: A-9 A-10 Commence at the Southwest corner of NW 1/4 of the NE 1/4 of Section 14, Township 53 South, state School P-1 (Dr. Rolando Espinosa K-8 Center) Range 41 East, as per Plat Book 144, at Page 39, tiienceN86°29'30" E along the South line of NW 1/4 of the NE 1/4 of Section 14-53-41, a distance of 257.12 feet; thence N03°30'30"W a distance Parcel 1: of 231.98 feet to the Point of Beginning; thence N03°30'30"W a distance of 70.67 feet; thence A portion of Tract 21 of FLORIDA FRUIT LAND COMPANY'S SUBDIVISION No. 1, in N86°29'30"E a distance of 70.67 feet; tiience S03°30'30"E a distance of 70.67 feet; thence Section 7; Township 53 South, Range 40 East, according to the Plat thereof, as recorded in Plat S86°29'30"W a distance of 70.67 feet to the Point of Beginning. Book 2, Page 17, of the Public Records of Miami-Dade Counfy, Florida, more particularly [Legal Description Continued on Next Page] described as follows: Commence at the Southwest comer of said Tract 21; thence N89°35'54"E along the South Parcel 5: boundary line of aforesaid Tract 21 a distance of 371.84 feet; thence N00°24'06"W a distance of A portion of Tract A of HOLMES ELEMENTARY SCHOOL, according to the Plat thereof, as 26.79 feet to the Point of Beginning; thence N00°19'59"W a distance of 71.03 feet; thence recorded in Plat Book 144, at Page 39, of the Public Records of Miami-Dade Counfy, Florida, N00°32'43"W a distance of 98.06 feet; thence S85°28'18"E a distance of 127.73 feet; thence more particularly described as follows: S00°58'46"E a distance of 30.50 feet; thence S81°37'16"E a distance of 23.63 feet; thence S85°41'23"E a distance of 98.52 feet; thence S00°29'32"E a distance of 98.71 feet; thence Commence at the Southwest comer of NW 1/4 of the NE 1/4 of Section 14, Township 53 South, N87°24'47"W a distance of 109.20 feet; thence N89°50'48"W a distance of 15.60 feet; thence Range 41 East, as per Plat Book 144, at Page 39, thence N86°29'30"E along the South line of NW S00°14'5r'W a distance of 23.05 feet; thence S89°36'08"W a distance of 124,18 feet to the Point 1/4 of tiie NE 1/4 of Section 14-53-41 a distance of 468.72 feet; thence N03°34'26"W a distance of Beginning, of 92.39 feet to the Point of Beginning; thence N78°30'30"W a distance of 27.24 feet; thence N11°29'30"E a distance of 206.82 feet; thence N78°30'30"W a distance of 49.99 feet; thence Parcel 2: N05°29'30"E a distance of 5.44 feet; thence N84°30'30"W a distance of 40.98 feet; thence A portion of Tract 21 of FLORIDA FRUIT LAND COMPANY'S SUBDIVISION No. 1, in S05°29'30"W a distance of 9.67 feet; tiience N84°30'30"W a distance of 22.54 feet; thence Section 7; Township 53 South, Range 40 East, according to the Plat thereof, as recorded in Plat S05°29'30"W a distance of 200.42 feet to a point on a curve concave to the East, thence along a Book 2, Page 17, of the Public Records of Miami-Dade Counfy, Florida, more particularly circular curve, which radial bears S13°53'05"E, having for its elements a radius of 35.00 feet, a described as follows: central angle of 159°17'0r', and an arc distance of 97.30 feet to a point of a compound curve Commence at the Southwest comer of said Tract 21; thence N01°44'31"W along the West which radial bears N07°39'35"E, thence Northeasterly along a circular curve having for its boundary line of aforesaid Tract 21 a distance of 201.10 feet; thence N88°15'29"E a distance of elements a radius of 120.70 feet, a central angle of 61°14'00" and an arc distance of 128.99 feet to 480.61 feet to the Point of Beginning; thence N06°16'48"E a distance of 91.04 feet; thence the Point of Beginning. S83°42'26"E a distance of 136.14 feet; thence S88°07'57"E a distance of 142.80 feet; thence N84°17'44"E a distance of 197.28 feet; thence S04°16'03"W a distance of 186.38 feet; thence Conversion of Ruth K. Broad Elementarv School to K-8 Center S00°54'22"W a distance of 87.09 feet; thence N88°48'11"W a distance of 91,22 feet; thence N02°32'06"E a distance of 160.65 feet; thence N88°42'14"W a distance of 256,15 feet; thence PARCEL 1: N83°42'14"W a distance of 129.66 feet to the Point of Beginning. A portion of Lots 6, 7, 8, 9, 10 and 11 of Block 19, of BAY HARBOR ISLAND, according to the Plat thereof, as recorded in Plat Book 46, Page 5, of the Public Records of Miami-Dade Counfy, Florida; and a portion of 94th Street between Bay Harbor Terrace and West Bay Harbor [Remainder of Page Intentionally Left Blank] Drive; more particularly described as follows: Commence at the intersection of 95th Street and West Bay Harbor Drive; thence N87°21'10"E along tiie centeriine of 95th Sti-eet; a distance of 207.81 feet; thence S02°38'50"E a distance of 25.00 feet to the Point of Beginning; thence continue S02°38'50"E, a distance of 264.65 feet; thence S87°21'10"W a distance of 78.31 feet; thence S02°38'53"E a distance of 85.35 feet; thence S87°21'10"W a distance of 74.50 feet; thence N02°38'50"W a distance of 350.00 feet; thence N87°21'10"E a distance of 152.81 feet to the Point of Beginning. [Remainder of Page Intentionally Left Blank] A-11 A-12 C-8 Additions to and Renovation of Miami Senior High School state School W-1 (Dr. Manuel C. Barreiro Elementarv School) PARCEL 1: A portion of Block 2 of "BOSCOBLE SUBDIVISION" according to the Plat thereof, as recorded A portion of Tract 45, of MIAMI EVERGLADE LAND CO. LTD. SUBDIVISION, in Section in Plat Book 7, at Page 72, of the Public Records of Miami-Dade Counfy, Florida and a portion of 20, Township 54 South, Range 39 East, according to the Plat thereof as recorded in Plat Book 2, S.W. 1st Street between S.W. 24th Avenue and S.W, 25th Avenue more particularly described as at Page 3 of the Public Records of Miami - Dade Counfy, Florida, more particularly described as follows: follows: Commence at the centeriine intersection of West Flagler Street and SW 25 Avenue, thence S00°00'58"E along the centeriine of said S.W, 25th Avenue a distance of 142.77 feet; thence Commence at the Southwest comer of said Tract 45, thence N02°15'01"W along the West N89°59'02"E a distance of 49.33 feet to tiie Point of Beginning; thence N89°59'02"E a distance of Boundary line of Tract 45, a distance of 114.21 feet; thence N87°44'59"E, a distance of 65.28 to 86,83 feet; thence S00°00'58"E a distance of 211.00 feet; thence S89°59'02"W a distance of 86,83 the Point of Beginning; thence N02°15'15"W a distance of 369.92 feet; thence N87°44'45"E a feet; thence N00°00'58"W a distance of 211,00 feet to the Point of Beginning. distance of 95.50 feet; thence N02°15'15"W a distance of 88.17 feet; thence N87°44'45"E a distance of 46.33 feet; thence S02°15'15"E a distance of 72.67 feet; thence S87°44'45"W a PARCEL 2: distance of 40.33 feet; thence S02°15'15"E a distance of 133.75 feet; thence N87°44'45"E a A portion of Block 2 of "BOSCOBLE SUBDIVISION" according to the Plat thereof, as recorded distance of 236.83 feet; thence S02°15'15"E a distance of 251.67 feet; thence S87°44'45"W a in Plat Book 7, at Page 72, of the Public Records of Miami-Dade Counfy, Florida and a portion of distance of 338.33 feet to the Point of Beginning. S.W. 1st Street between S.W. 24th Avenue and S.W. 25th Avenue more particularly described as follows: Commence at the centeriine intersection of West Flagler Street and S.W. 25 Avenue, thence [Remainder of Page Intentionally Left Blank] S00°00'58"E along the centeriine of said S.W. 25th Avenue a distance of 100.70 feet; thence N89°59'02"E a distance of 574.40 feet; thence S00°00'34"E a distance of 42.37 to the Point of Beginning; thence N89°59'26"E a distance of 83.83 feet; thence S00°00'34"E a distance of 211.00 feet; thence S89°59'26"W a distance of 87,17 feet; thence N00°00'34"W a distance of 28.67 feet; thence N89°59'26"E a distance of 3.33 feet; thence N00°00'34"W a distance of 182.33 feet to the Point of Beginning. PARCEL 3: A portion of Block 3 of "BOSCOBLE SUBDIVISION" according to the Plat thereof, as recorded in Plat Book 7, at Page 72, of the Public Records of Miami-Dade Counfy, Florida, and a portion of Lots 1 and 2, Block 7 of "CENTRAL PARK" according to the Plat thereof, as recorded in Plat Book 5, at Page 57, of the Public Records of Miami-Dade Counfy, Florida, and a portion of Lot 159 of "KENILWORTH REVISED", according to the Plat thereof, as recorded in Plat Book 5, at Page 115, of the Public Records of Miami-Dade Counfy, Florida and a portion of S.W. 2nd Street between S.W. 24th Avenue and S.W. 25th Avenue more particularly described as follows: Commence at the centeriine intersection of West Flagler Street and S.W. 25 Avenue, thence S00°00'58"E along the centeriine of said S.W, 25th Avenue a distance of 651,39 feet; thence N89°57'00"E a distance of 136.44 feet to the Point of Beginning; thence S89°59'08"E a distance of 23.87 feet; thence N00°00'52"E a distance of 10.45 feet; thence Easterly along a circular curve to the right, which radial bears S05°43'29"E, having for its elements a radius of 1905.00 feet, a central angle of 15°00'56" and an arc distance of 499.25 feet; thence S00°00'52"W a distance of 10.79 feet; thence S77°59'08"E a distance of 78.00 feet; thence S12°00'52"W a distance of 79.91 feet; thence Northwesterly along a circular curve to the left, which radial bears Sll°4r22"W, having for its elements a radius of 1812.42 feet; a central angle of 453.58 feet and an arc distance of 154.99 feet; thence N00°00'52"E a distance of 27.27 feet; thence Westerly along a circular curve to the left which radial bears S06°41'23"W having for its elements a radius of 1839.50 feet, a central angle of 13°22'04" feet and an arc distance of 429.18 feet; thence N00°00'52"E a distance of 58.03 feet to the Point of Beginning. A-13 A-14 Addition at Sonthwood Middle School B. PERMITTED ENCUMBRANCES 1. Rights, titie and interest in Water Distribution System and Sewage Collection System as State School BB-1 (New K-8 Center- Sunny Isles Beach Community School) conveyed in instrament recorded May 27, 1976 in Official Records Book 9337, Page 228. 1. Restrictions, conditions, reservations, easements and other matters contained on the Plat of 2. Agreement for Water and Sanitary Sewage Facilities recorded March 13, 2008 in Official TREBOR-COASTAL, as recorded in Plat Book 91, Page 44, Public Records of Miami-Dade Records Book 26265, Page 2371. Counfy, Florida. 2. Restrictions, conditions, reservations, easements and other matters contained on the Plat of Conversion of Vineland Elementary School to K-8 Center GOLDEN VIEW, as recorded in Plat Book 154, Page 68, Public Records of Miami-Dade Counfy, Florida. 1. Agreement for Sanitary Sewage Facilities between Miami-Dade Counfy and The School Board of Miami-Dade Counfy, Florida recorded April 4, 2006 in Official Records Book 3. Terms, covenants, conditions and other matters contained in the Resolution No. 2006-964 of 24389, Page 3917. the Cify Commission of the Cify of Sunny Isles Beach, Florida. 2. Covenant between The School Board of Miami-Dade Counfy, Florida, and Miami-Dade Addition at EWF Stirrup Elementarv School Counfy recorded April 4, 2006 in Official Records Book 24389, Page 3945. 1, Grant of Easement recorded June 8, 1989 in Official Records Book 14138, Page 176. 3. Unify of Titie recorded April 4,2006 in Official Records Book 24389, Page 3950. State School TT-1 (New K-8 Center) Conversion of Leewood Elementarv School to K-8 Center 1. All matters contained on the Plat of Keys Gate No. Two, as recorded in Plat Book 133, NONE Page(s) 12, Public Records of Miami - Dade Counfy, Florida. State School B-1 (Addition at Coral Way K-8 Center) 2. Declaration of Covenants and Restrictions recorded in Official Records Book 9465, Page 1815, Public Records of Miami - Dade Counfy, Florida. NONE 3. Development Order Ordinance No. 85-05-34 recorded in Official Records Book 12545, Page State School YYY-1 (New Senior High School! 1108, Public Records of Miami - Dade Counfy, Florida. 1. Land use restrictions contained in the Counfy Deed recorded February 1, 1960 in Official 4. Amended Development Order Ordinance No. 87-01-1 recorded in Official Records Book Records Book 1878, Page 601. 13215, Page 1437, Public Records of Miami - Dade Counfy, Florida. 2. Land use restrictions contained in the Counfy Deed recorded August 9, 1960 in Official 5. Resolution No. R-87-06-24 recorded in Official Records Book 13328, Page 1809, Public Records Book 2201, Page 319, as amended in the Corrective Counfy Deed recorded April 26, Records of Miami - Dade Counfy, Florida. 1975 in Official Records Book 9304, Page 615,. 6. Resolution No. R87-09-36 recorded in Official Records Book 13490, Page 2424, Public 3. Land use restrictions contained in the Counfy Deed recorded March 2, 1976 in Official Records of Miami - Dade Counfy, Florida, Records Book 9250, Page 623. 7. Resolution No, R88-07-26 recorded in Official Records Book 13778, Page 1358, Public 4. Covenant Running with the Land in Favor of Metropolitan Dade Counfy recorded June 11, Records of Miami - Dade Counfy, Florida. 1990 in Official Records Book 14581, Page 277. 8. Amended Development Order 88-09-62 recorded in Official Records Book 13860, Page 5. Agreement for Water and Sanitary Sewage Facilities recorded September 26, 2007 in Official 4213, Public Records of Miami - Dade Counfy, Florida, Records Book 25953, Page 1246. 9. Resolution No, R89-10-48 recorded in Official Records Book 14333, Page 780, Public Records of Miami - Dade Counfy, Florida. A-15 A-16 C-9 Conversion of Ruth K. Broad Elementary School to K-8 Center 10. Ordnance No. 94-10-100 recorded in Official Records Book 16661, Page 1858, Public Records of Miami - Dade Counfy, Florida. 1. "SAVING AND RESERVING unto the said Trastees of the Intemal Improvement Fund of the State of Florida, and their successors, title to an undivided three-fourths of all phosphate, 11. Resolution No. 2005-06-81 recorded in Official Records Book 23741, Page 1365, Public minerals and metals, and title to an undivided one-half of all petroleum that may be in, on or Records of Miami - Dade Counfy, Florida. under the above described land, with the privilege to mine and develop the same", as contained in Deed No. 19145, recorded April 5, 1949 in Deed Book 3128, Page 247, of the 12. Notice of Establishment of the Homestead Educational Facilities Benefit District recorded in Public Records of Miami-Dade Counfy, Florida. Official Records Book 23506, Page 4764, Public Records of Miami - Dade Counfy, Florida. State School P-1 (Dr. Rolando Espinosa K-8 Center) 13. Affidavit of Surveyor recorded in Official Records Book 24104, Page 3929, Public Records of Miami - Dade Counfy, Florida, 1. Covenant Running With The Land recorded October 2, 1984 in Official Records Book 12286, Page 296. 14. Resolution No. 2005-09-134 recorded in Official Records Book 24271, Page 4045, Public Records of Miami - Dade Counfy, Florida. 2. Covenant Running With The Land recorded October 2, 1984 in Official Records Book 12286, Page 298. 15. Notice and Acknowledgement of Terms and Conditions of Agreement Relating to Conveyance of School Site recorded December 24, 2007 in Official Records Book 26125, 3. Covenant Running With The Land recorded June 25, 2007 in Official Records Book 25730, Page 4775. Page 950. State School E-1 (New K-8 Center) Additions to and Renovation of Miami Senior High School 1. Terms and conditions of Amended and Restated Interlocal Agreement recorded October 27, 1. Agreement for Water and Sanitary Sewage Facilities recorded in Official Records Book 2006 in Official Records Book 25050, Page 4315. 26265, Page 2399. 2. Restrictive covenant set forth in the Warranfy Deed recorded in Deed Book 843, Page 177, Young Men's Preparatory Academy at Buena Vista Complex but omitting any covenants or restrictions, if any, based upon race, color, religion, sex, sexual orientation, familial status, marital status, disabilify, handicap, national origin, ancestry, or NONE source of income, as set forth in applicable state or federal laws, except to the extent that said covenant or restriction is permitted by applicable law. The restrictive covenant affects Holmes Elementary School Partial Replacement building set back lines, minimum cost of building(s), prohibition of the manufacture or sale of intoxicating liquors and prohibition of use for illegal or immoral purposes, and does not 1. Declaration of Restrictions recorded August 8, 1972 in Official Records Book 7839, Page contain a right of reverter clause. 179. 3. Restrictive covenant set forth in the Warranfy Deed recorded in Deed Book 925, Page 34, but 2. Easement in favor of Florida Power & Light Company recorded July 10, 1995 in Official omitting any covenants or restrictions, if any, based upon race, color, religion, sex, sexual Records Book 16842, Page 2991. orientation, familial status, marital status, disabilify, handicap, national origin, ancestty, or source of income, as set forth in applicable state or federal laws, except to the extent that said 3. Restrictions, conditions, reservations, easements and other matters contained on the Plat of covenant or restriction is permitted by applicable law. The restrictive covenant affects HOLMES ELEMENTARY SCHOOL, as recorded in Plat Book 144, Page 39, Public building set back lines, minimum cost of building(s), prohibition of the manufacture or sale Records of Miami-Dade Counfy, Florida. of intoxicating liquors and prohibition of use for illegal or immoral purposes, and does not contain a right of reverter clause. A-17 A-U state School W-1 (Dr. Manuel C. Barreiro Elementary School) 1. Declaration of Restrictions recorded July 20, 1998 in Official Records Book 18196, Page 2802. NOTE: All of the recording information contained hereia refers to the Public Records of Miami-Dade County, Florida, unless otherwise indicated. FIRST AMENDMENT Dated as of September 1,2008 TO SERIES 2008B GROUND LEASE Dated as OfMay 1,2008 MIA 180017239v3May29, 2008 BETWEEN THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA acting as the governing body of the School District of Miami-Dade County, Florida as Lessor AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., (successor by acquisition to Nationsbank of Florida, N.A.) as Trustee and as Assignee of MIAMI-DADE COUNTY SCHOOL BOARD FOUNDATION, INC. as Lessee (Series 2008B-1 Facility Sites) A-19 C-10 FIRST AMENDMENT TO THE SERIES 2008B GROUND LEASE Section 12 of the Original Ground Lease provides that the prior written consent of the (Series 2008B-1 Facility Sites) appropriate Credit Facility Issuer to the execution of this First Amendment is required. The School Board has obtained such written consent from Assured Guaranty Corp. as insurer of the Series 2008B Certificates in cormection with which the Series 2008B-1 Facilities are financed. THIS FIRST AMENDMENT, dated as of September 1, 2008 (the "First Amendment") The School Board covenants to provide copies of this First Amendment to each of the Rating to the Series 2008B Ground Lease dated as ofMay 1, 2008 (tiie "Original Ground Lease"), Agencies. between THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA, (the "School Board") acting as the governing body of the School Disfrict of Miami-Dade Cotmty, Florida (the This First Amendment may be executed in several counterparts, each of which shall be an "Distiict"), as Lessor and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. original and all of which constitute but one and the same instrument. (formerly known as The Bank of New York Trast Company, N.A. and successor by acquisition to NationsBank of Florida, N.A.), as Trastee (the "Tmstee") and as Assignee pursuant to a Series Except as amended hereby, the Original Ground Lease shall remain in fiill force and 2008B Assignment Agreement dated as of May 1, 2008 (the "Series 2008B Assignment effect and the parties hereto, by their execution hereof, hereby ratify and confirm the Series Agreement") of MIAMI-DADE COUNTY SCHOOL BOARD FOUNDATION, INC. (the 2008B Ground Lease. "Foundation"), a not-for-profit corporation organized and existing under and pursuant to Chapter 617 and Section 1001.453, Florida Statutes, as Lessee. All terms used herein and not otherwise [Remainder of Page Intentionally Left Blank] defined shall have the meanings given to such terms in the Original Ground Lease. The Original Ground Lease, as amended by this First Amendment, is hereinafter collectively referred to as the "Series 2008B Ground Lease." WITNESSETH: WHEREAS, as of May 1, 2008, the School Board and the Foundation entered into the Origmal Ground Lease; and WHEREAS, the Foundation assigned all of its interest in the Original Ground Lease to the Trastee pursuant to the Series 2008B Assignment Agreement; and WHEREAS, the School Board wishes to amend the Original Ground Lease, in order to release State School YYYl (New Senior High School) and add High School HHHl Addhion, New K-8 Center AA2 and Miami Senior High Classroom Buildings to the list of Series 2008B-1 Facilities encumbered under the Series 2008B Ground Lease; NOW, THEREFORE, the parties hereto mutually agree to the following amendments to the Original Ground Lease: I. Exhibit A - Part A of the Original Ground Lease. - Description of Real Estate is hereby amended by the release of State School YYYl (New Senior High School) and die addition of die real estate descriptions of High School HHHl Addition, New K-8 Center AA2 and Miami Senior High School Classroom Buildings, as set forth in Exhibit A-Part A attached hereto. II. Exhibit A - Part B of the Original Ground Lease. - Description of Permitted Encumbrances is hereby amended by the deletion of the permitted encumbrances for State School YYYl (New Senior High School) and the addition of the permitted encumbrances for High School HHHl Addition, New K-8 Center AA2 and Miami Senior High School Classroom Buildings, as set forth in Exhibit A-Part B attached hereto. STATE OF FLORIDA ) IN WITNESS WHEREOF, tiie School Board has caused this First Amendment to Series )SS: 2008B Ground Lease to be executed in its name and its seal to be hereunto affixed and attested COUNTY OF MIAMI-DADE ) by its duly authorized officials and the Trastee has caused this First Amendment to Series 2008B Ground Lease to be executed in its name and its corporate seal to be hereimto affixed by one of The undersigned, a Notary Public in and for the said County in the State aforesaid, do its duly authorized officers, all as of the date first above written. hereby certify that Agustin J. Barrera, personally known to me to be the same person whose name is, as Chair, of THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA, THE BANK OF NEW YORKJ ELLON subscribed to the foregoing instrument, appeared before me this day in person and acknowledged TRUST jBOMPANY, N.A., that she, being tiiereuntodul y authorized, signed, sealed vwth tiie seal of said School Board, and delivered tiie said instiument as tiie free and voluntary act of said School Board and as her own free and voluntary act, for the uses and purposes therein set forth. iMdA '43!i£..:jLL Boenish, Vice'President ^x GIVEN under my hand and notarial seal tiiis "^ day of October, 2008 THE SCHOOL BOARD OF MIAMI- DADE COUNTY, FLORIDA NOTARY F OF FLORIDA NOTARY PUBLIC SEAL OF OFFICEr ORLANDO J. LEON (oFficwii 1 ^°'^1 Pubfc. State ol Florida (Name of Notary Public, Print, Stamp or Type as ' ' My Comm. Expires Sept. 28,2010 Commissioned.) ,,j;j^lSe^EorM. Carvalho No,DD599952 Secretary Bonded thru Arthur J. Gallagher & C<5. CJ Personally known to me, or • Produced identification: [FIRST AMENDMENT TO SERIES 2008B GROUND LEASE] (Type of Identification Produced) • DID take an oath, or D DID NOT take an oath. 4 - C-11 STATE OF FLORIDA ) STATE OF FLORIDA ) ' )SS: ) SS* COUNTY OF MIAMI-DADE ) COUNTYOFDUVAL ) ' The undersigned, a Notary Public in and for the said Cotmty in the State aforesaid, do The undersigned, a Notaty Public m and for the said County in the State aforesaid, do hereby certify that Alberto M. Carvalho, personally known to me to be the same person whose hereby certify that Linda Boenish personally known to me to be the same person whose name is, name is, as Secretary of THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA, as Vice President of THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., subscribed to the foregoing instrument, appeared before me this day in person and acknowledged subscribed to the foregoii^ instrument, appeared before me this day m person and severally that he, being thereunto duly authorized, signed, sealed with the seal of said School Board, and acknowledged that she, being thereunto dtily authorized, signed, sealed with the seal of said delivered the said instrument as the free and volimtary act of said School Board and as his ovra association, and delivered the said instrument as the free and voluntary act of said association fi-ee and voluntary act, for the uses and purposes therein set forth. and as her own free and voluntary act, for uses and purposes therein set forth. GIVEN under my hand and notarial seal this 5? day of Cktaber, 2008 GIVEN under my hand and notarial seal tyslv day of November, 2008. NOTARY PUBLIC. STATEOF FLORIDA JTARYPUBLI(p,?TATE OF FLORIDA NOTARY PUBLIC ORLANDO J. LEON SEAL OF OFFICE; fe.,^^^! EXPIRES: July i,20io | SEAL OF OFFICI .]°?5!*'T) ^°*^'^ '""'''"'• Stale of Florida »My Comm. Expires Sept, 28,2010 (Name of Notary Public, Print, Stamp or Type as NO.DD593952 (Name of Notary Public, Print, Stamp or Type as Bonded thru Arthur J. Gallaoher & Co. Commissioned.) issioned.) Zanally known to me, or [S*^^ Personally known to me, or • Produced identification: • Produced identification; (Type of Identification Produced) (Type of Identification Produced) n DID take an oath, or n DID take an oath, or D DID NOT take an oath. n DE) NOT take an oath. 6 - - 5 EXHIBIT A PARCEL 3: A. LEGAL DESCRIPTIONS: A portion of the Northeast 1/4 and the Southeast 1/4 of Section 31, Township 54 South, Range 40 East, Miami-Dade County, Florida, more particularly described as follows: DESCRIPTION OF FACILITY SITE RELEASED FROM SERIES 2008B GROUND LEASE: Commence at the Northeast comer of the Southeast 1/4 of said Section 31; thence run S01°25'48"E along the East line of the Southeast 1/4 of said Section 31 for a distance of 167.62 State School YYYl fNew Senior High School) feet; thence S87°38'48"W a distance of 932.11 feet to the Point of Beginning; thence S02°20'29"E a distance of 89.68 feet; thence S87°39'31"W a distance of 34.00 feet; thence PARCEL 1: S02°20'29"E a distance of 20.79 feet; thence S87°39'31"W a distance of 62.42 feet; thence A portion of the Northeast 1/4 and the Southeast 1/4 of Section 31, Township 54 South, Range N02°20'29"W a distance of 8.36 feet; thence S87°39'31"W a distance of 125.80 feet; thence 40 East, Miami-Dade Coimty, Florida, more particularly described as follows: N02°20'29"W a distance of 57.54 feet; thence N47°20'29"W a distance of 34.26 feet; thence N42°39'31"E a distance of 103.67 feet; thence S47°20'50"E a distance of 91.04 feet; thence Commence at the Northeast comer of the Southeast 1/4 of said Section 31; thence nm N02°18'30"W a distance of 33.36 feet; thence N87°39'31"E a distance of 75.39 feet; thence S01°25'48"E, along the East line of the Southeast 1/4 of said Section 31 for a distance of 501.68 S03°25'58"E a distance of 21.71 feet; thence N88°05'23"E a distance of 32.93 feet to the Point of feet; thence S87°38'48"W a distance of 1254.25 feet to the Point of Begmning; thence Beginning. S87°50'07"W a distance of 324.09 feet; thence N17°39'50"W a distance of 23.49 feet; thence S72°39'31"W a distance of 41.36 feet; thence N17°20'29"W a distance of 12.17 feet; thence S72°39'31"W a distance of 54.06 feet; thence N17°20'29"W a distance of 115.50 feet; thence [Exhibit A continues] N72°39'31"E a distance of 69.86 feet; thence N25°2r00"W a distance of 51.70 feet; thence N72°39'31"E a distance of 28.40 feet; thence N17°20'29"W a distance of 11.30 feet; thence N72°39'31"E a distance of 182.42 feet; thence S17°20'29"E a distance of 96.98 feet; thence S72°39'07"W a distance of 173.25 feet; thence S17°20'36"E a distance of 58.50 feet; thence N72°39'3r'E a distance of 20.41 feet; thence N02°20'29"W a distance of 7.11 feet; thence N87°39'31"E a distance of 9.17 feet; thence N02°20'29"W a distance of 18.22 feet; thence N87°39'31"E a distance of 117.33 feet; thence N02°20'29"W a distance of 25.04 feet; thence S77''20'29"E a distance of 63.41 feet; thence S02°20'29"E a distance of 8.63 feet; thence N87°39'31"E a distance of 127.17 feet; thence S02°20'28"E a distance of 89.00 feet to the Point of Beginning. PARCEL 2: A portion of the Northeast 1/4 and the Southeast 1/4 of Section 31, Township 54 South, Range 40 East, Miami-Dade County, Florida, more particularly described as follows: Commence at the Northeast comer of the Southeast 1/4 of said Section 31; thence run S01°25'48"E along die East line of the Southeast 1/4 of said Section 31 for a distance of 302.93 feet; thence S87°38'48"W a distance of 1056.00 feet to die Point of Beginning; thence S02°20'29"E a distance of 71.76 feet; thence S87°39'31"W a distance of 36.51 feet; thence S02°20'29"E a distance of 29.17 feet; thence N87°39'31"E a distance of 40.33 feet; thence S02°20'29"E a distance of 73.22 feet; thence N87°39'31"E a distance of 53.92 feet; thence S02°20'29"E a distance of 44.83 feet; thence S87°39'31"W a distance of 244.11 feet; thence N02°12'26"W a distance of 147.22 feet; thence S87°39'31"W a distance of 30.82 feet; dience N02°20'29"W a distance of 88.67 feet; thence N87°39'31"E a distance of 181.40 feet; thence S02°20'29"E a distance of 16.91 feet; thence N87°39'31"E a distance of 35.45 feet to the Point of Beginning. A-1 A-2 C-12 DESCRIPTION OF FACILITY SITES ADDED TO SERIES 2008B GROUND LEASE: New K-8 Center AA2 High School HHHl Addition [To Come] PARCEL 1 (Building 2A-Phase 1): Miami Senior High School Classroom Buildings A portion of Northwest 1/4 of the Southeast 1/4 of Section 28, Township 55 South, Range 39 East, lying and being in Miami-Dade Coimty, Florida, more particularly described as follows: PARCEL 4: Commence at the Northwest comer of Southeast 1/4 of Section 28, Township 55 South, Range Lots 1, 2, 3, 4, 23 and 24, Block 8, of "CENTRAL PARK", according to the plat tiiereof as 39 East; tiience North 88 degrees 09' 46" East along the North line of Soutiieast 1/4 of said recorded in Plat Book 5, Page 57, of the Public Records of Miami - Dade County, Florida, more Section 28, a distance of 479.33 feet; tiience South 01 degree 50' 14" East a distance of 83.86 particularly described as follows: feet to the Point of Beginning; tiienceNort h 88 degrees 09' 46" East a distance of 323.82 feet; thence South 01 degree 50' 15" East a distance of 89.00 feet; thence South 88 degrees 09' 46" Commence at the centeriine intersection of West Flagler Street (North line of Northwest 1/4 of West a distance of 126.90 feet; tiience North 01 degree 50' 14" West a distance of 1.00 feet; the Southwest 1/4 of Section 3, Township 54 South, Range 41 East) and centeriine of S.W. 25 thence South 88 degrees 09' 46" West a distance of 85.00 feet; tiience North 01 degree 50' 14" Avenue; thence South 00 degrees 00' 58" East along the centeriine of said S.W. 25th Avenue a West a distance of 1.00 feet; tiience Soutti 88 degrees 09' 46" West a distance of 93.85 feet; distance of 735.44 feet; thence South 89 degrees 59' 02" West a distance of 25.00 feet to the tiience North 01 degree 50' 14" West a distance of 18.22 feet; tiience South 88 degrees 09' 46" Northeast comer of Lot 1, Block 8 being also the Point of Beginning; thence South 00 degrees West a distance of 9.17 feet; tiience North 01 degree 50' 14" West a distance of 7.11 feet; tiience 00' 58" West a distance of 300.19 feet; tiience North 89 degrees 58' 27" West a distance of Nortii 76 degrees 50' 14" West a distance of 25.08 feet; tiience North 13 degrees 09' 46" East a 100.08 feet; thence North 00 degrees 00" 58" West a distance of 150.09 feet; tiience North 89 distance of 59.20 feet to the Point of Begirming. degrees 58' 45" West, a distance of 100.08 feet; tiience North 00 degrees 00' 58" West a distance of 150.08 feet; tiience Soutii 89 degrees 59' 03" West a distance of 200.16 feet to the Point of PARCEL 2 (Building 6-Phase 1): Beginnmg. A portion of Nortiiwest 1/4 of the Southeast 1/4 of Section 28, Township 55 Soutii, Range 39 Said lands lying and being in Miami-Dade Coimty, Florida. East, lying and being in Miami-Dade County, Florida, more particularly described as follows: Commence at the Northwest comer of Southeast 1/4 of Section 28, Township 55 South, Range 39 East; tiience Soutii 02 degrees 37' 35" East along the West line of the Southeast 1/4 of said Section 28, a distance of 635.06 feet; tiience North 87 degrees 22* 25" East a distance of 291.99 feet to the Point of Beginning; thence South 76 degrees 50' 14" East a distance of 11.00 feet; tiience Soutii 13 degrees 09' 46" West a distance of 4.00 feet; tiience South 76 degrees 50' 14" East a distance of 34.94 feet; thence South 13 degrees 09' 46" West a distance of 10.53 feet; tiience Nortli 78 degrees 26' 11" West a distance of 11.94 feet; tiience Soutii 13 degrees 09' 46" West a distance of 36.64 feet; tiience Soutii 76 degrees 50' 14" East a distance of 6.83 feet; tiience Soutii 13 degrees 09' 46" West a distance of 57.50 feet; tiience North 76 degrees 50' 14" West a distance of 44.83 feet; tiience North 13 degrees 09' 46" East a distance of 57.50 feet; thence South 76 degrees 50' 14" East a distance of 4.00 feet; thence North 13 degrees 09' 46" East a distance of 51.50 feet to the Point of Beginning. A-3 A-4 B. PERMITTED ENCUMBRANCES DESCRIPTION OF PERMITTED ENCUMBRANCES TO BE DELETED FROM SERIES 2008B GROUND LEASE: State School YYY-1 (New Senior High School) SECOND AMENDMENT 1. Land use restrictions contained in the County Deed recorded February 1, 1960 in Official Dated as of May 1,2010 Records Book 1878, Page 601. TO 2. Land use restrictions contained in the County Deed recorded August 9, 1960 in Official Records Book 2201, Page 319, as amended in the Corrective County Deed recorded April 26, SERIES 2008B GROUND LEASE 1975 in Official Records Book 9304, Page 615.. Dated as of May 1,2008 3. Land use restrictions contained in the County Deed recorded March 2, 1976 in Official BETWEEN . Records Book 9250, Page 623. THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA 4. Covenant Running with the Land in Favor of Metropolitan Dade County recorded June 11, acting as the governing body of 1990 in Official Records Book 14581, Page 277. the School District of Miami-Dade County, Florida as Lessor 5. Agreement for Water and Sanitary Sewage Facilities recorded September 26, 2007 in Official Records Book 25953, Page 1246. AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., (successor by acquisition to Nationsbank of Florida, N.A.) DESCRIPTION OF PERMITTED ENCUMBRANCES TO BE ADDED TO SERIES as Trustee and as Assignee of 2008B GROUND LEASE: MIAMI-DADE COUNTY SCHOOL BOARD FOUNDATION, INC. as Lessee High School HHHl Addition (Series 2008B-1 Facility Sites) NONE. New K-8 Center AA2 [To Come] Miami Senior High School Classroom Buildings 1. Agreement for Water and Sanitary Sewage Facilities recorded in Official Records Book 26265, Page 2399. NOTE: All of the recording information contained herein refers to the Public Records of Miami- Dade Coimty, Florida, unless otherwise indicated. A-5 C-13 NOW, THEREFORE, the parties hereto mutually agree to the following amendments to SECOND AMENDMENT TO THE SERIES 2008B GROUND LEASE the Original Ground Lease: (Series 2008B-1 Facility Sites) I. Exhibit A - Part A of the Original Ground Lease. - Description of Real Estate is hereby amended by tiie release of "High School HHHl Addition" and "New K-8 Center AA2" from the THIS SECOND AMENDMENT, dated as ofMay 1, 2010 (the "Second Amendmenf) Series 2008B Ground Lease, as described in Exhibit A-Part A attached hereto, and the addition to the Series 2008B Ground Lease dated as of May 1, 2008 (tiie "Original Ground Lease"), of "QQQl Senior High School (Alonso & Tracy Mourning)", "Braddock Senior High School between THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA, (the "School Addition", "Tl Site Acquisition", and Parcel Six to the Series 2008B Facility Site designated as Board") acting as the goveming body of the School District of Miami-Dade County, Florida (the "Additions to and Renovations of Miami Senior High School", as set forth in Exhibit B-Part A "District"), as Lessor and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. attached hereto. (formerly known as The Bank of New York Tmst Company, N.A. and successor by acquisition to NationsBank of Florida, N.A.), as Tmstee (the "Trustee") and as Assignee pursuant to a Series II. Exhibit A - Part B of the Original Ground Lease. - Description of Permitted 2008B Assignment Agreement dated as of May 1, 2008 (tiie "Series 2008B Assignment Encumbrances is hereby amended by the deletion of the permitted encumbrances for High Agreement") of MIAMI-DADE COUNTY SCHOOL BOARD FOUNDATION, INC. (tiie School HHHl Addition and New K-8 Center AA2, as set fortii in Exhibit A-Part B attached "Foundation"), a not-for-profit corporation organized and existing under and pursuant to Chapter hereto, and the addition of the permitted enciunbrances for "QQQl Senior High School (Alonso 617 and Section 1001.453, Florida Statutes, as Lessee. All terms used herein and not otherwise & Tracy Mourning)", (iii) "Braddock Senior High School Addition", "Tl Site Acquisition" and defined shall have the meanings given to such terms in the Original Ground Lease. The Original Parcel Six to the Series 2008B Facility Site designated as "Additions to and Renovations of Ground Lease, as amended by this Second Amendment, is hereinafter collectively referred to as Miami Senior High School", as set fortii in Exhibit B-Part B attached hereto. tiie "Series 2008B Ground Lease." Section 12 of the Original Ground Lease provides that the prior written consent of the WIINESSETH: appropriate Credh Facility Issuer to the execution of this Second Amendment is required. The School Board has obtained such written consent fi-om Assured Guaranty Corp. as insurer of the WHEREAS, as ofMay 1, 2008, the School Board and tiie Foundation entered into the Series 2008B Certificates in cormection with which the Series 2008B-1 Facilities are financed. Original Ground Lease; and The School Board covenants to provide copies of this Second Amendment to each of the Rating Agencies. WHEREAS, the Foundation assigned all of its interest in the Original Ground Lease to the Trustee pursuant to the Series 2008B Assignment Agreement; and This Second Amendment may be executed in several counterparts, each of which shall be an original and all of which constitute but one and the same instrument. WHEREAS, piu-suant to an amendment dated as of September 1, 2008 the School Board amended the Original Ground Lease, in order to release State School YYYl (New Senior High Except as amended hereby, the Original Ground Lease shall remain in fiill force and School) from and add High School HHHl Addition, New K-8 Center AA2 and Miami Senior effect and the parties hereto, by their execution hereof, hereby ratify and confirm the Series High Classroom Buildings to the Ust of Series 2008B-1 Facility Sites encumbered under the 2008B Ground Lease. Series 2008B Ground Lease; [Remainder of Page Intentionally Left Blank] WHEREAS, the School Board wishes to further amend the Original Ground Lease, in order to (i) release High School HHHl Addition and New K-8 Center AA2 from, and add QQQl Senior High School (Alonso & Tracy Mourning), Braddock Senior High School Addition, and Tl Site Acquisition to tiie Series 2008B Facility Sites encumbered under tiie Series 2008B Ground Lease and (ii) add Parcel Six to the Series 2008B Facility Site designated as "Additions to and Renovations of Miami Senior High School" and combine such Series 2008B Facility Site with the Series 2008B Facility Site designated as Miami Senior High School Classroom Buildings; - 2 IN WITNESS WHEREOF, tiie School Board has caused tiiis Second Amendment to IN WITNESS WHEREOF, tiie School Board has caused tiiis Second Amendment to Series 2008B Ground Lease to be executed in its name and its seal to be hereunto affixed and Series 2008B Ground Lease to be executed in its name and its seal to be hereunto affixed and attested by its duly authorized officials and the Trustee has caused this Second Amendment to attested by its duly authorized officials and the Trustee has caused this Second Amendment to Series 2008B Ground Lease to be executed in its name and its corporate seal to be hereunto Series 2008B Ground Lease to be executed in its name and its corporate seal to be hereunto affixed by one of its duly authorized officers, all as of the date first above written. affixed by one of its duly authorized officers, all as of the date first above written. [SEAL] THE SCHOOL BOARD OF MIAMI- [SEAL] THE SCHOOL BOARD OF MIAMI- DADE COUNTY, FLORIDA DADE COUNTY, FLORIDA Attest: Attest: By: By:. Alberto M. Carvalho Solomon C. S^on Alberto M. Carvalho Solomon C. Stinson Secretary Chair Secretary Chair THE BANK OF NEW YORK MELLON THE BANK OF NEW YORK MEJLLON TRUST COMPANY, N.A. TRUST CC^MPANY, N.A. By:. By: / \/mtX/2^/u/?/L Linda Boenish, Vice President nda Boenish, Vice Jr^ident [SEAL] [SEAL] MIAMI-DADE COUNTY MIAMI-DADE COUNTY SCHOOL BOARD FOUNDATION, INC. SCHOOL BOARD FOUNDATION, INC. Attest: Attest: /i- By:_ By:_ By: JUviaR. Rojas Dr. Richard H. Hinds Silvia R. Rojas Dr. Richard H. Hinds Assistant Secretary Vice President Assistant Secretary Vice President [SECOND AMENDMENT TO SERIES 2008B GROUND LEASE] [SECOND AMENDMENT TO SERIES 2008B GROUND LEASE] - 4 4 - C-14 STATE OF FLORIDA ) STATE OF FLORIDA ) )SS: )SS: COUNTY OF MIAMI-DADE ) COUNTY OF DUVAL ) The undersigned, a Notary Public in and for the said County in the State aforesaid, do The undersigned, a Notary Public in and for the said County in the State aforesaid, do hereby certify that Dr. Solomon C. Stinson and Alberto M. Carvalho, personally known to me to hereby certify that Linda Boenish personally known to me to be the same person whose name is, be the same persons whose names are, as Chair and Secretary, respectively, of THE SCHOOL as Vice President of THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., BOARD OF MIAMI-DADE COUNTY, FLORIDA, subscribed to tiie foregoing mstrtunent, subscribed to the foregoing mstrument, appeared before me this day in person and severally appeared before me this day in person and acknowledged that they, being thereunto duly acknowledged that she, being thereunto duly authorized, signed, sealed witii the seal of said authorized, signed, sealed with the seal of said School Board, and delivered the said instrument association, and delivered the said mstrument as the free and voluntary act of said association as the free and voluntary act of said School Board and as their own free and volimtary act, for the and as her own free and voluntary act, for uses and purposes therein set forth. uses and purposes therein set forth. GIVEN under my hand and notarial seal thiisjy^is y^ i day oLMayof , 2010. GIVEN under my hand and notarial seal this ^^ dav^f May, 2010. V )TARY raSLIC, STATE OF FLORIDA NOTARY PUBLIC i vJ TRACSYLCROVV "5^[^{J55Y[i5j;fTj:OTARY PUBLIC, STATE OF FLORIDA SEAL OF OFFICE: I Pi^ cc^tmuxtur i NOTARY PUBLiq Notary Public, State of Florida II E«j>(tis6/3a'iUiO : SEAL OF OFFICEJ My Comm. ExfKtes Sept. 28,2010 NO.DD599952 (Name k>f^!^ta^Sl?i^^;iBiiirt^m , Bonded thru Arthur J. Gallagher & Co. Stamp or Type as Commissioned.) (Name of Notary Public, Print, Stamp or Type as Commissioned.) ^,^Personally known to me, or ^f Personally known to me, or n Produced identification: n Produced identification: (Type of Identification (Type of Identification Produced) Produced) n DID take an oath, or D DID take an oath, or D DIDNOTtakeanoatii. n DID NOT take an oatii. 5 - - 6 STATE OF FLORIDA ) EXHIBIT A ) SS" COUNTY OF MIAMI-DADE ) LEGAL DESCRIPTIONS AND PERMITTED ENCUMBRANCES The undersigned, a Notary Public in and for the said County in the State aforesaid, do A. LEGAL DESCRIPTIONS: hereby certify that Dr. Richard H. Hmds and Silvia R. Rojas, personally known to me to be the same persons whose names are, as Vice President and Assistant Secretary, respectively, of DESCRIPTION OF FACILITY SITES RELEASED FROM SERIES 2008B GROUND MIAMI-DADE COUNTY SCHOOL BOARD FOUNDATION, INC., subscribed to tiie LEASE: foregoing instrument, appeared before me this day in person and acknowledged that they, being thereunto duly authorized, signed, sealed with the seal of said School Board, and delivered the said instrument as the free and voluntary act of said foundation and as their own free and High School HHHl Addition voluntary act, for tiie uses and purposes tiiereinse t forth. PARCEL 1 (Building 2A-Phase 1): GIVEN under my hand and notarial seal this^^Tday ofMay, 2010. A portion of Northwest 1/4 of the Southeast 1/4 of Section 28, Township 55 South, Range 39 East, lying and being in Miami-Dade County, Florida, more particularly described as follows: ORLANDO J. LEON Notary Public, State of Florida My Comm. Expires Sept. 28,2010 NOTARY PUBLIC, SI TE OF FLORIDA Commence at the Northwest comer of Southeast 1/4 of Section 28, Township 55 South, Range N0.DD539952 NOTARY PUBLIC 39 East; tiience Nortii 88 degrees 09' 46" East along tiie North line of Soutiieast 1/4 of said Bonded thru Arthur J. Gallagher i Co. SEAL OF OFFICE: Section 28, a distance of 479.33 feet; tiience South 01 degree 50' 14" East a distance of 83.86 feet to tiie Point of Beginnmg; tiienceNort h 88 degrees 09' 46" East a distance of 323.82 feet; tiience South 01 degree 50' 15" East a distance of 89.00 feet; tiience South 88 degrees 09' 46" West a distance of 126.90 feet; tiience North 01 degree 50' 14" West a distance of 1.00 feet; thence Soutiii 88 degrees 09' 46" West a distance of 85.00 feet; thence Nortii 01 degree 50' 14" (Name of Notary Public, Print, Stamp or Type as West a distance of 1.00 feet; thence Soutii 88 degrees 09' 46" West a distance of 93.85 feet; Commissioned.) tiience North 01 degree 50' 14" West a distance of 18.22 feet; thence Soutii 88 degrees 09' 46" West a distance of 9.17 feet; tiienceNort h 01 degree 50' 14" West a distance of 7.11 feet; tiience IHHrersonallv known to me, or North 76 degrees 50' 14" West a distance of 25.08 feet; thence North 13 degrees 09' 46" East a [U Produced identification: distance of 59.20 feet to the Point of Beginning. PARCEL 2 (Buildmg 6-Phase 1): (Type of Identification Produced) A portion of Northwest 1/4 of the Southeast 1/4 of Section 28, Township 55 South, Range 39 East, lying and being in Miami-Dade County, Florida, more particularly described as follows: Commence at the Northwest comer of Southeast 1/4 of Section 28, Township 55 South, Range 39 East; tiience South 02 degrees 37' 35" East along the West line of tiie Soutiieast 1/4 of said Section 28, a distance of 635.06 feet; thence North 87 degrees 22' 25" East a distance of 291.99 feet to the Point of Beginning; thence Soutii 76 degrees 50' 14" East a distance of 11.00 feet; tiience South 13 degrees 09' 46" West a distance of 4.00 feet; tiience Soutii 76 degrees 50' 14" East a distance of 34.94 feet; tiience Soutii 13 degrees 09' 46" West a distance of 10.53 feet; tiience North 78 degrees 26' U" West a distance of 11.94 feet; tiience Soutii 13 degrees 09' 46" West a distance of 36.64 feet; tiience South 76 degrees 50' 14" East a distance of 6.83 feet; tiience Soutii 13 degrees 09' 46" West a distance of 57.50 feet; thence North 76 degrees 50' 14" West a distance of 44.83 feet; tiience North 13 degrees 09' 46" East a distance of 57.50 feet; - 7 A-1 C-15 tiience South 76 degrees 50' 14" East a distance of 4.00 feet; tiience North 13 degrees 09' 46" EXHIBITS East a distance of 51.50 feet to tiiePoin t of Beginning. A. DESCRIPTION OF FACILITY SITES ADDED TO SERIES 2008B GROUND LEASE: New K-8 Center AA2 Additions to and Renovations of Miami Senior High School [To Come] PARCEL SIX B. PERMITTED ENCUMBRANCES Portion of Lots 9 through 18 inclusive. Block 7, of "CENTRAL PARK", according to the plat thereof as recorded in Plat Book 5, Page 57, of the Public Records of Miami - Dade County, DESCRIPTION OF PERMITTED ENCUMBRANCES DELETED FROM SERIES 2008B Florida, more particularly described as follows: GROUND LEASE: High School HHHl Addition Commence at tiie intersection of the North line of Northwest 1/4 of the SW 1/4 of Section 3, Township 54 South, Range 41 East, also being the centeriine of West Flagler Street and NONE. centeriine of S.W. 25 Avenue, which is 5 feet East of and parallel with the monument line of aforesaid Avenue, thence SOO degrees 00' 58" E, along the centeriine of said S.W. 25th Avenue, a distance of 740.34 feet; tiience S89 d degrees 59' 08" E a distance of 33.17 feet to tiie Point of New K-8 Center AA2 Beginning' thence continue S89 degrees 59' 08" E a distance of 166.14 feet; thence SOO degrees [To Come] 00' 52" W a distance of 66.17 feet; tiience S89 degrees 59' 08" E a distance of 166.14 feet; tiience SOO degrees 00" 52" W a distance of 213.50 feet; thence N89 degrees 59' 08" W a distance of 212.96 feet; thence NOO degrees 00' 52" E a distance of 279.67 feet to tiiePoin t of Beginning. Parcels 1, 2, 3 and 6 are all contained within the Plat of Miami Senior High School, according to the plat thereof as recorded in Plat Book 168, Page 61, of the Public Records of Miami - Dade County, Florida, OOOl Senior High School (Alonso & Tracy Mourning) All that Lot, piece or parcel of land situate lying and being in Section 15, Township 52 South, Range 42 East in the City of North Miami, Miami-Dade County, Florida, the same being more particularly described by metes and bounds as follows: Commence at the Southwest comer of said Section 15; thence N 03 degrees 00'20"W along the West line of said Section 15 for 110.00 feet to the Point of Beginning of the hereinafter described parcel of land; from said Point of Beginning, thence continue N 03 degrees 00'20"W along said West line of Section 15 for 758.53 feet; thence departing said West line of Section 15, N 86 degrees 59'55"E for 250.00 feet; tiience S 03 degrees 00'20"E along a line 250.00 feet Easteriy of, as measured at right angles to and parallel with said West line of Section 15 for 758.53; thence departing said parallel line, S 86 degrees 59'55"W for 250.00 feet to the Point of Beginning. A-2 A-1 Braddock Senior High School Addition Tl Site Acquisition A parcel of land being a portion of Tract "A" of BRADDOCK SENIOR HIGH SCHOOL as Tracts "A", "B", "C" and "D" of "JANNETTE VILLAS AT DORAL", Plat Book 166 page 2 of shown on the Plat thereof, recorded in Plat Book 143, Page 40 of the Public Records of Miami - the Public Records of Miami-Dade Coimty, Florida. Dade County, Florida, being more particularly described as follows: Legal Description of Parcel "II": All of Tracts A, B, C and D of "JANNETTE VILLAS AT Commence at the Northwest comer of the Southwest 1/4 of Section 15, Township 54 South, DORAL", Plat Book 166, page 2 of tiie Public Records of Miami-Dade County, Florida, Less Range 39 East, Miami-Dade County, Florida; thence Soutii 02 degrees 16' 20" East along the and except the following described Parcel "I": Commence at the NE comer of NW 1/4 Section 7- West line of said Section 15 and along the center line of N.W. 147th Avenue for 1320.17 feet, to 53-40 (also being the mtersection of center line of NW 90 Stireet and center line of NW 112 the point of intersection with the center line of S.W. 38th Street as shown on the Plat of COSAR Ave.), tiience run S01° 44' 11" E, along the center line of said NW 112 Ave. for 330.00 feet; SUBDIVISION according to the plat thereof as recorded in Plat Book 150, Page 38 of the Public thence ran S89° 36' 15" W for 35.00 feet to tiie Point of Beginning; tiienceru n S89a€TM 36' 15" Records of Miami - Dade County, Florida; thence Nortii 87 degrees 40' 44" East along the center W along tfie South line of Tract A for 433.92 feet; thence run N00° 23' 45" W for 289.92 feet to Kne of said S.W. 38tii Street, for a distance of 873.71 feet to a point, thence North 02 degrees 19' a point on the South Right of Way of NW 90 Street, also on North line of Tract A; thence run 16" West, for a distance of 125.72 feet to tiie Point of Beginning; thence Soutii 87 degrees 43' N89° 36' 21" E along said North line of Tract A for 402.71 feet, to a point, said point is a point 01" West, for a distance of 291.69 feet to a point; thence North 03 degrees 13' 47" West, for a of commence of a tangent curve to the right, having a radius of 25.00 feet, a central angle of 88° distance of 97.25 feet to a point; thence North 87 degrees 38' 20" East, for a distance of 293.49 39' 28" and run along the arc of said curve for 38.68 feet to a point on West Right of Way of NW feet to a point; tiience South 02 degrees 10' 13" East, for a distance of 97.64 feet to the Point of 112 Ave., tiienceru n S01° 44' 11" E along the West Right of Way of NW 112 Ave. for 265.56 Beginning. feet to the point of Beginning. ALSO KNOWN AS: Legal Description: A portion of Tracts 17 and 18 of Florida Frait Lands Company's Subdivision No. 1 as recorded in Plat Book 2 at page 17 of the Public Records of Miami-Dade County, Florida in Section 7, Township 53 South, Range 40 East, Miami-Dade County, Florida. City of Doral; best described as follows: Commence at NE comer of NW 1/4 of said section 7-53-40 (also being the intersection of center line of NW 90 Sfreet and center line of NW 112 Ave.), tiience run S01° 44' 11" E, along the center line of said NW 112 Ave. for 330.00 feet; tiience nm S89° 36' 15" W for 468.92 feet to the Point of Begirming of the hereinafter described parcel; thence run S89° 36' 15" W along the South line of Tract 17, for 465.68 feet; tiience ran SOI ° 44' 32" W for 305.01 feet to a point on the North Right of Way of NW 88 Sti-eet; thence ran S89° 36' 10" W along tiie North Right of Way of said NW 88 Street, for 349.30 feet, to a point of commence of a tangent curve to the right, having a radius of 25.00 feet, a central angle of 91° 26' 46" and run along the arc of said curve for 39.90 feet to a point of reverse curve to the Left, having a radius of 3,025.00 feet, a central angle of 2° 47' 27" and ran along the arc of said curve for 147.35 feet to a point on the East Right of Way of the NW 114 Avenue; thence nm N 01° 44' 32" W along tiie said East Right of Way of NW 114 Avenue for 396.43 feet, to a point of commence of a tangent curve to the right, having a radius of 25.00 feet, a central angle of 91° 20' 45" and run along the arc of said curve for 39.86 feet, to a point on South Right of Way of the NW 90 Sti-eet, tiienceru n N89° 36' 21" E along tiie said South Right of Way of the NW 90 Street, for 817.01 feet; thence run S00° 23' 45" E, for 289.92 feet to the Point of Beginning. A-2 A-3 C-16 B, DESCRIPTION OF PERMITTED ENCUMBRANCES ADDED TO SERIES 2008B Miami-Dade County, Florida, unless otherwise indicated. GROUND LEASE: Additions to and Renovations of Miami Senior High School Braddock Senior High School Addition 1. Restrictions, conditions, reservations, easements and other matters contained on the Plat of MIAMI SENIOR HIGH SCHOOL, as recorded in Plat Book 168, Page 61, Public Records of 1. Reservation of Easement in favor of Southem Realty and Utilities Corp. recorded October 3, Miami-Dade County, Florida. As to Parcel 1,2, 3 and 6) 1960 under Clerk's File Number 60R-176058 in Official Records Book 2283, Page 279. NOTE: All of the recording information contained herein refers to the Public Records of 2. Terms, conditions and easements appearing on the Plat of J.G. Head Farms, a subdivision Miami-Dade County, Florida, unless otherwise indicated. accordmg to the plat thereof as recorded in Plat Book 46, Page 44. 3. Five Foot Easement reserved in Deed from J.G. Head's Farms Inc. and Roscoe C. Spence and 0001 Senior High School (Alonso & Tracy Mourning) Cora Leigh Spence dated October 20, 1953 recorded under Clerk's File No. EE-142851 and in Deed Book 4152, Page 445. 1. Easement in favor of Miami-Dade Water and Sewer Authority as set forth in Grant of Easement recorded September 25,1973 in Official Records Book 8454, Page 1519. 4. Five Foot Easement reserved in Deed from J.G. Head's Farms Inc. to Mabel M. WiUiams said Deed recorded April 26, 1954 recorded under Clerk's File No. DD-56478 and in Deed Book 2. Agreement for the Constraction of Sanitary Sewage Facilhies and for the Disposal of 3915, Page 293. Sanitary Sewage recorded July 19,1984 in Official Records Book 12211, Page 1533. 5. Five Foot Easement reserved in Deed from J.G. Head's Farms Inc. to Frank B. Gahagan, 3. Covenant recorded July 19,1984 in Official Records Book 12211, Page 1553. Louise B. Gahagan and Charles O. Gahagan dated May 27, 1947 recorded under Clerk's File No. W-53819 and in Deed Book 2880, Page 406. 4. City of North Miami Resolution No. 96-50, recorded November 25,1996 in Official Records Book 17439, Page 2814. 6. Agreement for the Constraction for Water and Sanitary Sewage recorded September 5, 1989 in Official Records Book 14243, Page 359. 5. Unity of Titie recorded July 10,1984 in Official Records Book 12211, Page 1531. 7. Unity of Titie recorded September 5,1989 in Official Records Book 14243, Page 387. 6. Amended and Restated Interiocal Agreement between The School Board of Miami-Dade Coimty, Florida and The City of North Miami, Florida dated October 25, 2006 and recorded 8. Covenants between The School Board Dade Coimty and Metropolitan Dade County dated October 27, 2006 in Official Records Book 25050, Page 4315. December 13,1988 recorded in Official Records Book 14243, Page 389. 7. Terms and conditions of the Ground Lease by and between the City of North Miami and the 9. Terms, conditions, easements and restrictions appearing on the Plat of Braddock Senior High School Board of Miami-Dade County, recorded in Official Records Book 25058, Page 3574. School, a subdivision according to the Plat thereof recorded in Plat Book 143, Page 40, of the Public Records of Miami - Dade County, Florida. 8. Deed of Conservation Easement in favor of the South Florida Water Management District recorded January 30,2008 in Official Records Book 26186, Page 4103. 10. Agreement for Water and Sanitary Sewage Facilities recorded in Official Records Book 26559, Page 323. 9. Grant of Easement in favor of Miami-Dade Water & Sewer Department recorded August 8, 2008 in Official Records Book 26516, Page 117. 11. Easement to Florida Power & Light Company recorded in Official Records Book 27075, Page 2042. 10. Easement granted to Florida Power & Light Company recorded May 19, 2009 in Official Records Book 26870, Page 3724. NOTE: All of the recording information contained herein refers to the Public Records of Miami-Dade County, Florida, unless otherwise indicated. NOTE: All of the recording information contained herein refers to the Public Records of A-4 A-5 Tl Site Acquisition 1. All matters contained on the Plat of Jannette Villas at Doral, as recorded in Plat Book 166, Page 2, of the Public Records of Miami - Dade County, Florida. NOTE: All of the recording information contained herein refers to the Public Records of Miami-Dade County, Florida, unless otiierwise indicated. MIA 180,696,179v7 10-4-10 [THIS PAGE INTENTIONALLY LEFT BLANK] A-6 C-17 MASTER LEASE PURCRASE AGREEMENT DADE COUNTY SCHOOL BOARD FOUNDATION, INC. as Lessor AND THE SCHOOL BOAP~ OF DADE COUNTY, FLORIDA acting as the governing body of the School District of Dade County, Florida Dated as of August 1, 1994 C-18 TABLE OF CONTENTS SECTION 5.2. Taxes, Other Governmental Charges and Utility Charges . . . . 26 SECTION 5.3. Provisions Regarding Insurance 26 ARTICLE I. SECTION 5.4. Damage, Destruction or Condemnation ...... 29 DEFINITIONS AND EXHIBITS SECTION 5.5. Insufficiency of Net Proceeds 30 SECTION 5.6. Advances _ ...... 30 Definitions . . . . SECTION 1.1. 4 SECTION 5.7. Release and Indemnification 30 SECTION 1.2. Rules of Construction 13 SECTION S.B. Payment and Performance Bonds and other Guaranty ...... ARTICLE II. 31 SECTION 5.9. Essential Governmental Functions . . 31 SECTION 5.10. Tax Exemption; Rebates . . . . . 31 LEASE OF FACILITIES SECTION 5.11. Budget and Tax Levy ...... 32 SECTION 5.12. Compliance with Law, Regulations, Etc. 32 SECTION 2.1. Lease of Facilities 14 SECTION 5.13. Environmental Compliance...... 34 SECTION 2.2. Lease Term ...... 14 SECTION 2.3. Acquisition of Facilities 14 .ARTICLE VI. SECTION 2.4. School Board's Liability .. 15 SECTION 2.5. Possession and Enjoyment .. 15 TITLE SECTION 2.6. Trustee Access to Facilities . 16 SECTION 2.7. Disclaimer of Warranties . . 16 SECTION 6.1. Title to Facility Sites and SECTION 2.8. Warranties of the Facilities 16 Facilities ...... 37 SECTION 2.9. Compliance with Law . . . . 16 SECTION 6.2. Liens ...... 38 SECTION 2.10. Representations, Covenants and SECTION 6.3. Use of the Facilities 38 Warranties of the School Board . 17 SECTION 6.4. Substitution of Facilities 39 SECTION 2.11. Representations, Covenants and Warranties of Foundation . . . . 18 ARTICLE VII. ARTICLE III. ASSIGNMENT, OPTION TO PURCRASE, AND PREPAYMENT LEASE PAYMENTS SECTION 7.1. Assignments; Subleasing 40 SECTION 7.2. Prepayment ...... 41 SECTION 3.1. Payment of Lease Payments 19 SECTION 7.3. Prepayment Deposit ., . 42 SECTION 3.2. Credits to Lease Payments ...... 21 SECTION 7.4. Refunding Certificates . 43 SECTION 3.3. Basic Lease Payment Components 21 SECTION 3.4. Lease Payments to be Unconditional 21 ARTICLE VIII. SECTION 3.5. Non-Appropriation ...... 22 SECTION 3.6. Surrender of Facilities .. . . . 23 EVENTS OF DEFAULT AND REMEDIES ARTICLE TV. SECTION 8.1. Events of Default Defined 44 SECTION.8.2. Remedies on Default 45 TERMINATION SECTION 8.3. No Remedy Exclusive 45 SECTION 4.1. Termination of Lease Term 25 A.1:(TICLE IX. SECTION 4.2. Effect of Termination . . . 25 MISCELLANEOUS ARTICLE V. SECTION 9.1. Notices ...... 46 COVENANTS OF SCHOOL BOARD SECTION 9.2. Binding Effect . . . . . 46 SECTION 9.3. Severability ...... 46 SECTION 5.1. V0intenance of the Facilities by SECTION 9.4. Amendments ...... 46 the School Board ...... 26 SECTION 9.5. Execution in Counterparts 47 - i - - ii - MASTER LEASE PURCHASE AGREEMENT SECTION 9.6_ Captions - . - - - - · · · · . 47 SECTION 9.7. Interest - - . - . . · · · - . 47 SECTION 9.8. Compliance with Trust Agreement 47 SECTION 9 .9. Memorandum of Lease · THIS MASTER LEASE PURCRASE AGREEMEN'l' dat.ed as of August. 1, · · · 47 1994 (t.his "Mast.er Lease "), bet.ween t.he School Board of Dade SECTION 9.10. Applicable Law . . . · · · · 47 SECTION 9.11. Braddock High School Lease · . . . 47 Count.y I Florida, act.ing as t.he governing body of t.he School Dist.rict of Dade Count.y I Florida (t.he lIDist.rict.") I a body corporat.e pursuant. to Art.icle IX, Sect.ion 4(a) of t.he Florida Const.it.ut.ion EXHIBIT A - FORM OF SCHEDULE (1968) and Chapt.er 230, Florida St.at.ut.es, as amended, as lessee EXHIBIT B - FORM OF SCHOOL BOARD'S CERTIFICATE (t.he "School Board"), and Dade County School Board Foundat.ion, Inc., a not.-for-profit. corporat.ion organized and exist.ing under and pursuant. to Chapter 617 and Sect.ion 237.40, Florida Statut.es, as lT amended, as lessor (t.he "Foundat.ion ). WHEREAS, the School Board has the power, under Sect.ion 230.23(2) Florida St.atutes, to receive, purchase, acquire, lease sell, hold, t.ransmit. and convey title t.o real and personal property for educational purposes, and under Sect.ion 230.23 (9) Florida St.atut.es, to ent.er int.o leases or lease-purchase agreement.s of grounds and educat.ional facilities, or of educat.ional facilities, including equipment built., installed or est.ablished t.herein or attached t.heret.o for school purposes in accordance wit.h t.he provisions of Chapt.er 235, Florida St.at.ut.es (collectively, t.he "Act"); and 'Yil:fEREAS, the Foundat.ion is a "privat.e corporation" wit.hin t.he meaning of Sect.ion 230 _23 (9) (b) 5, Florida Statutes, as amended, and is a "direct support. organization lT wit.hin the meaning of Sect.ion 237.40, Florida St.atut.es, as amended; and WHEREAS, the School Board is or shall be t.he owner of cert.ain real propert.y locat.ed in Dade County (which, t.ogether with all buildings, structures and improvement.s now or hereafter erected or situated thereon, any easements or other right.s or privileges in adjoining property inuring to the fee simple owner of such land by reason of ownership of such land, and all fixtures, addit.ions, alterat.ions or replacement.s thereto, now or hereaft.er locat.ed in, on or used in connect.ion with or attached or made t.o such land, to the extent title t.hereto may vest in t.he· School Board, is hereinaft.er referred to as a "Facilit.y Sit.e"); and . WHEREAS, pursuant to a resolution duly adopted by the School Board on July 27, 1994 t.he School Board has determined that. it. is in t.he best. interest of the District for the School Board to enter into and execute this Master Lease and certain related documents thereto for the purpose of lease purchasing certain real property, facilities, and equipment relating thereto as above provided (" Facilities ") from the Foundation from time to time, which Facilities must, t.o the extent required by Florida law, be listed - iii - C-19 on the Educational Plant Survey for Dade County Schools conducted WHEREAS, the relationship between the Foundation and the from time to time by the State Department of Education; and School Board under this Master Lease shall be a continuing one and Facilities may, from time to time, be added to or deleted from this WHEREAS, Facilities approved by the State Department of 11aster Lease in accordance with the terms hereof and of the Education may be lease-purchased from time to time pursuant to Schedule describing such Facilitiesi and Schedules substantially in the form of Exhibit A hereto (indivi• dually, a "Schedule"), each such Schedule upon execution and WHEREAS, the School Board intends for this Master Lease to delivery by the School Board and the Foundation together with the remain in full force and effect until the last Lease Payment Date provisions of the Master Lease to constitute a separate lease for any Project, unless sooner terminated in accordance with the agreement (a "Lease"); and terms provided herein; and WHEREAS, the School Board as lessor and the Foundation as WHEREAS, Section 230.23 (9), Florida Statutes, as amended, lessee may enter into one or more ground leases from time to time provides that the provisions of this Master Lease shall be SUbject with respect to one or more Facility Sites (individually, a "Ground to approval by the Florida Department of Education, which approval Lease") i and has been received; and WHEREAS, the ground leasing of a Facility Site, the subleasing WHEREAS, Section 235.056 (3) (c)3, Florida Statutes, as amended, of a Facility Site back to the School Board and the lease-purchase provides that no lease purchase agreement entered into pursuant financing of the Facilities set forth on a particular Schedule, are thereto shall constitute a debt, liability or obligation of the herein collectively referred ~o as a "Project"; and State of Florida or the School Board or shall be a pledge of the faith and credit of the State or the School Board, all as further WHEREAS, at the direction of the School Board, the Foundation provided in Section 3.l hereofi will provide for the payment of the cost of acquiring, constructing and installing Facilities from time to time by entering into a NOW, THEREFORE, the parties hereto mutually agree as follows: Haster Trust Agreement dated as of August 1, 1994 (as the same may be amended" or supplemented from time to time, the "Trust Agreement") with NationsBank of Florida, N.A., Fort Lauderdale, Florida, as Trustee (the "Trustee") pursuant to which the Foundation shall (a) establish a trust and assign to the Trustee all of said Foundation'S right, title and interest in and to this Master Lease and all Schedules hereto, (b) direct the Trustee to execute and deliver to the public from time to time, Series of Certificates of Participation representing undivided proportionate interests in the right to receive the Basic Lease Payments to be made by the School Board pursuant to each Lease relating thereto and (c) deposit the proceeds of each Series of Certificates with the Trustee and direct the Trustee to hold the proceeds of the sale of such Certificates in trust subject to application only to pay the costs of acquisi• tion, construction and installation of the Facilities to be financed under the Lease relating thereto and identified on a Schedule and related costs including, without limitation, capital• ized interest, accrued interest and costs of issuance and to make lease payments; and WHEREAS I each Certificate of a Series shall represent an undivided proportionate interest in the principal portion of the Basic Lease Payments due and payable under one or more particular Leases relating to such Series on the maturity date or earlier prepayment date of such Certificate and in the interest portion of such Basic Lease Payments due and payable semiannually, to and including such maturity date or earlier prepayment date; and -2- -3- ARTICLE I. Trustee pursuant to the Trust Agreement and any Supplemental Trust DEFINITIONS AND EXHIBITS Agreement. Each Series of Certificates issued under the Trust Agreement and any Supplemental Trust Agreement shall bear a Series designation to identify such Series of Certificates to a particular SECTION ~. ~. Definitions. The terms set forth in this Section shall have the meanings ascribed to them for all purposes Schedule to this Master Lease. of this Master Lease unless the context clearly indicates some other meaning, or unless otherwise provided in a particular aCertificate holder" or "Holder of Certificates" shall mean Schedule. Terms used herein and not otherwise defined shall have the registered owner of any Certificate or Certificates. the meaning given to them in the Trust Agreement. "Certificate of Acceptance" shall mean the certificate of the "Acquisi tion Account- shall mean any Acquisition Account School Board substantially in the form of Exhibit B to this Master established pursuant to Section 40~ of the Trust Agreement and in Lease to be delivered pursuant to the provisions of Section 2.3 any Supplemental Trust Agreement. hereof. "Additional Lease Payment" shall mean any amounts payable by "Chairperson" shall mean the Chairperson of the School Board the School Board under the terms of this Master Lease other than a and any person or persons designated by the School Board and Basic Lease Payment or a Supplemental Payment, as set forth in a authorized to act on behalf of the Chairperson. Schedule to this Master Lease and so designated. "Code" means the Internal Revenue Code of 1986, as amended, "Assignment Agreement" shall mean any assignment agreement and the applicable regulations thereunder and under the Internal pursuant to which the Foundation shall have assigned to the Trustee Revenue Code of 1954. all of its right, title and interest in and to the Lease or Leases created by one or more particular Schedules, including its right to "Commencement Date" shall mean the date set forth in each receive Lease Payments thereunder. Schedule hereto which is the effective date of such Schedule. nAuthorized Foundation Representative" shall mean the "Completion Date" shall mean, with respect to the Facilities President of the Foundation and any person or persons designated by described in a particular Schedule, the date specified by the the Foundation and authorized to act on behalf of the Foundation by School Board in a Certificate of Acceptance as the date of a written certificate signed on behalf of the Foundation by the completion of acquisition, construction and installation of such Chairperson of the Board of Directors containing the specimen Facilities. signature of each such person. "Contractor" shall mean the person, firm, corporation or joint "Authorized School Board Representative" shall mean the venture authorized to do business in Florida with whom a contract Chairperson and any person or persons designated by the Chairperson has been made directly with the School Board for the performance of and authorized to act on behalf of the School Board by a written the work with respect to any Facilities described by the certificate signed on behalf of the School Board by the Chairperson Instructions to Bidders and General Conditions. containing the specimen signature of each such person. "Cost" shall mean costs and expenses related to the acquisi• nBasic Lease payment" shall mean, with respect to each Lease, tion, constru·ction and installation of any Facilities including, or each Facility financed under such Lease, as of each Lease but not limited to (i) costs and expenses of the acquisition of the Payment Date, the amount set forth in a Schedule to this Master title to or other interest in real property, including leasehold Lease corresponding to such Lease Payment Date and designated as a interests, easements, rights-of-way and licenses, including, with• Basic Lease Payment in such Schedule. out limitation, lease payments to be made by the Foundation under the terms of a Ground Lease until the expected acceptance of the "Business Day" shall mean a day other than Saturday, Sunday or Facilities related thereto as described herein, (ii) costs and day on which banks in the State of New York or State of Florida are expenses incurred for labor and materials and payments to contrac• authorized or required to be closed, or a day on which the New York tors, builders, materialmen and vendors, for the acquisition, con• Stock Exchange is closed. struction and installation of the Facilities, (iii) the cost of surety bonds and insurance of all kinds, including premiums and "Certificate" or "Certificates" shall mean the Certificates of other charges in connection with obtaining title insurance, that Participation executed and delivered from time to time by the may be advisable or necessary prior to completion of any of the Facilities which is not patd by a contractor or otherwise provided -4- -5- C-20 for, (iv) the costs and expenses for design, test borings, surveys "District" shall mean the School District of Dade County, Florida. estimates, plans and specifications and preliminary investigation~ therefor, and for supervising construction and installation of Facilities, (v) costs and expenses required for the acquisition and "Event of Extraordinary Prepayment" shall mean one or more of installation of equipment or machinery that comprise part of the the events so designated in Section 7.2 hereof. Facilities, (vi) all costs which the School Board shall be required to pay for or in connection with additions to, and expansions of "Excess Earnings" shall mean, with respect to each Series of Facilities, (vii) all costs which the School Board shall be re• Certificates, the amount by which the earnings on the Gross quired to pay to provide improvements, including offsite improve• Proceeds of such Certificates exceeds the amount which would have ments, necessary for the use and occupancy of Facilities, including been earned thereon if such Gross Proceeds were invested at a yield roads, walkways, water, sewer, electric, fire alarms and other equal to the yield on the interest portion of the Basic Lease utilities, (viii) any sums required to reimburse the School Board Payments represented by such Certificates, as such yield is deter• for advances made by it for any of the above items or for other mined in accordance with the Code and amounts earned on the invest• costs incurred and for work done by it in connection with Facili• ment of earnings on the Gross Proceeds of such Certificates. ties, (ix) deposits into any Reserve Account established pursuant to Section 401 of the Trust Agreement and any Supplemental Trust "Facili ty" or "Facilities" shall mean" educational facilities 11 Agreement and any recurring amounts payable to a provider of a as defined in Section 235.011(5), Florida Statutes, as amended, Reserve Account Letter of Credit/Insurance Policy, (x) fees, consisting of the real property to be acquired from the proceeds of expenses and liabilities of the School Board, if any, incurred in a Series of Certificates, and the buildings, improvements, connection with the acauisition, construction and installation of equipment, fixtures, furnishings, built, installed or established Facilities, (xi) Costs of Issuance, and (xii) interest during thereon, and all appurtenances thereto and interests therein, set construction and for a reasonable period of time uP. to six (6) forth on a Schedule. months thereafter. "Facility Site" shall mean the real property either (i) owned "Costs of Issuance" shall mean the items of expense incurred by the School Board at the time of the issuance of a Series of in connection with the authorization, sale and delivery of each Certificates to finance Facilities relating thereto or (ii) to be Series of Certificates, which items of expense shall include, but acquired by the School Board subsequent thereto but not paid for not be limited to, document printing and reproduction costs, filing out of the proceeds of such Series of Certificates, upon which a and recording fees, costs of credit ratings, initial fees and Facility is to be located within the District and more particularly charges of the Trustee, any Credit Facility Issuer and any provider described in a Ground Lease. of a Reserve Account Letter of Credit/Insurance Policy, legal fees and charges, professional consultants' fees, fees and charges for "Fiscal Year" shall mean the twelve month fiscal period of the execution, delivery, transportation and safekeeping of Certifi• School Board which under current law commences on July 1 in every cates, premiums, costs and expenses of refunding Certificates and year and ends on June 30 of the succeeding year. other costs, charges and fees, including those of the Foundation, in connection with the foregoing. "Foundation" shall mean Dade County School Board Foundation, Inc., a Florida not- for-profit corporation, its successors and "Costs of Issuance Subaccount" shall mean a Costs of Issuance assigns. Subaccount within an Acquisition Account established pursuant to Section 401 of the Trust Agreement and in any Supplemental Trust "Government Obligations" shall mean any Obligations which as Agreement in connection with the issuance of a Series of to both princip?-l and interest constitute non-callable direct . Certificates.· obligations of, or non-callable obligations fully and unconditionally guaranteed by, the full faith and credit of the "Credit Facility" shall mean, with respect to a Series of United States of America, including bonds or other evidences of Certificates, the letter of credit, insurance policy, guaranty, indebtedness issued or guaranteed by any agency or corporation surety bond or other irrevocable security device, if any, sup• which has been or may hereafter be created pursuant to an Act of porting the obligations of the School Board to make Basic Lease Congress as an agency or instrumentality of the United States of Payments relating to such Series of Certificates. America to the extent unconditionally guaranteed by the full faith and credit of the United States of America. "Credit Facility Issuer" shall mean, with respect to a Series of Certif icates, the issuer of the Credit Facility, if any, for "Gross Proceeds" shall mean, with respect to each Series of such Series of Certificates. Certificates, unless inconsistent with the provisions of the Code, -6- -7- in which case as provided in the Code, (i) amounts received by or "Master Lease" shall mean this Master Lease Purchase Agreement on behalf of the-Foundation from the sale. of such Certificates', dated as of August 1, 1994, between the Foundation and the School (ii) amounts received as a result of lnvestments of amounts Board and any and all modifications, alterations, amendments and described in (i); (iii) amounts treated as transferred proceeds of suppl~~ents hereto. such Certificates in accordance with the Code; (iv) amounts treated as proceeds under the provisions of the Code relating to invested "Net Proceeds" shall mean, with respect to one or more sinking funds; (v) securities or obligations pledged, if any, as Facilities financed under a Lease, proceeds from any insurance, security for payment of Basic Lease Payments under the Master Lease condemnation, performance bond, Federal or State flood disaster (which amounts are limited in accordance with Sections 235.056(3) assistance, or any other financial guaranty paid with respect to and 236.25(2) (e), Florida Statutes, as amended); (vi) amounts such Facilities remaining after payment therefrom of all expenses, received with respect to obligations acquired with Gross Proceeds; including attorneys' fees, incurred in the collection thereof i and, (vii) amounts used to pay the principal and interest portions of with respect to insurance, to the extent that the School Board Basic Lease Payments represented by such Certificates; (viii) elects to self-insure under Section 5.3 hereof, any moneys payable amounts in any Reserve Account established pursuant to the Trust from any appropriation made by the School Board in connection with Agreement and a Supplemental Trust Agreement; and (ix) amounts such self-insurance. received as a result of the investment of Gross Proceeds not described in (i) above. "Opinion of Counsel" shall mean an opinion signed by an attorney or firm of attorneys of recognized standing and who are nGround Lease" shall mean one or more ground leases, between qualified to pass on the legality of the particular matter (who may the School Board and the Foundation, as amended and supplemented be counsel to the School Board or Special Tax Counsel) selected by from time to time, pursuant to which the School Board shall ground the School Board. lease one or more Facility Sites to the Foundation. "Outstanding" when used with reference to the Certificates, "Instructions to Bidders and the General Conditions" shall shall mean, as of any date, Certificates theretofore or thereupon mean the Instructions to Bidders and the General Conditions of the being authenticated and delivered under the Trust Agreement except: School Board as in effect from time to time. (i) Certificates canceled by, or duly surrendered for "Insurance Consultant" shall mean a nationally recognized cancellati9n to, the Trustee at or prior to such date; independent insurance company or broker, selected by the School Board, that has actuarial personnel experienced in the area of (ii) Certificates (or portions of Certificates) for the insurance for which the School Board is to be insured. payment or prepayment of which moneys, equal to the principal portion or Prepayment Price thereof, as the case may be, with CLease- shall mean each separate Schedule to this Master Lease interest to the date of maturity or Prepayment Date, shall be held executed and delivered by the School Board and the Foundation, in trust under the Trust Agreement and set aside for such payment together with the terms and provisions of this Master Lease. or prepayment, (whether at or prior to the maturity or Prepayment Date), provided that if such Certificates (or portions of nLease Payment Account- shall mean any Lease Payment Account Certificates) are to be prepaid, notice of such prepayment shall established pursuant to Section 401 of the Trust Agreement and in have been given as provided in Article III of the Trust Agreement; any Supplemental Trust Agreement. (iii) Certificates in lieu of or in substitution for nLease Payment Date" shall mean, with respect to a Lease, each which other Certificates shall have been executed and delivered date set forth on the corresponding Schedule designated as a Lease pursuant to Article III of the Trust Agreementi and Payment Date for such Lease. Once established under the initial Schedule Lease Payment Dates shall be the same under all future (iv) Certificates deemed to have been paid as provided Lease Schedules. in subsection 2 of Section 801 of the Trust Agreement. "Lease Payments" shall mean all amounts payable by the School "Payment Date" shall mean a date on which the principal Board pursuant to the terms of a Lease, including Basic Lease portion or the interest portion of Basic Lease Payments is payable Payments, Additional Lease Payments and Supplemental Payments. to Certificate holders pursuant to the terms of such Certificates. "Lease Term" shall mean the period during which a Lease is in "Permitted Encumbrances" shall mean in regard to a Facility effect as specified in the Schedule corresponding to such Lease. Site: -8- -9- C-21 MPrepayment Date" shall mean the date on which Optional pre• payment, extraordinary prepayment or mandatory sinking fund (i) the Lease relating thereto and any liens and prepayment of Basic Lease Payments represented by a Series of encumbrances created or permitted thereby; Certificates Outstanding shall be made pursuant to the Trust Agreement and any Supplemental Trust Agreement. (ii) the Assignment Agreement relating thereto and any liens and encumbrances created or permitted thereby; "Prepayment Price ft shall mean, with respect to any Certifi• cate, the principal amount thereof together with the premium, if (iii) the Trust Agreement and liens and encumbrances any, applicable upon an optional prepayment, payable upon prepay• created or permitted thereby; ment thereof pursuant to such Certificate and the Trust Agreement or any Supplemental Trust Agreement, together with accrued interest ~ (iv) any Ground Lease applicable thereto and any liens represented by such Certificate to the Prepayment Date. and encumbrances created or permitted thereby; "Project" shall mean the lease-purchase financing and (v) subj ect to the provisions of Section 6.2 of the construction of the Facilities set forth on a particular Schedule Master Lease, any mechanic's, laborer's, materialman's, supplier's and, if all or a portion of such Facilities shall be comprised of or vendor's lien or right in respect thereof if payment is not yet real property, the ground leasing of the related Facility Site by due under the contract in question or if such lien is being the School Board to the Foundation and the subleasing of such contested in accordance with the provisions of the PBster Lease. Facility Site back to the School Board. (vi) (a) rights reserved to or vested in any municipa• "Project Fund" shall mean the trust fund designated as the lity or public authority by the terms of any right, power, nproject Fund" created and established in Section 401 of the Trust franchise, grant, license, permit or provision of law; (b) any Agreement. liens for taxes, assessments, levies, fees, water and sewer rents or charges and other government and similar charges, which are not "Purchase Option Price" shall mean, with respect to any due and payable or which are not delinquent or the amount or Facility financed under a Lease, as of each Lease Payment Date, the validity of which are being contested and execution thereon is Basic Lease Payment then due plus the amount so designated and set stayed; (c) easements, rights- of -way I servitudes, restrictions, forth on the Schedule for such Facility as the Remaining Principal oil, gas or other mineral reservations and other minor defects, portion of the Purchase Option Price, minus any credits pursuant to encumbrances and irregularities in the title to any property which the provisions of Section 3.2 hereof, plus, an amount equal to the do not materially impair the use of such property or materially and interest to accrue with respect to the Certificates to be prepaid adversely affect the value thereof; and (d) rights reserved to or as a result of the release of such Facility from the Lease, from vested in any municipality or public authority to control or such Lease Payment Date to the next available date for prepaying regulate any property or to use such property in any manner that do such Certificates, unless such prepayment shall occur on such Lease not in the Opinion of Counsel, materially affect the use of the Payment Date, plus an amount equal to a pro rata portion of any Facility Site for educational purposes or the benefits enjoyed by Additional Lease Payments then due and owing under the Lease Certificate holders in the Facility Site under the Ground Lease, relating to such Facility, including any prepayment premiums the Assig~~ent Agreement and the Trust Agreement; and payable on the Certificates prepaid. (vii) any other liens or encumbrances permitted by the "Qualified Financial Institution" shall mean a bank, trust Schedule relating to such Facility Site, provided such lien or company, national banking association or a corporation subject to encumbrance shall not, as expressed in an Opinion of Counsel f registration with the Board of Governors of the Federal Reserve materially adversely affect the intended use of such Facility Site System under the Bank Holding Company Act of 1956 or the Federal by the School Board for educational purposes or the benefits National Mortgage Association or any insurance company or other enj oyed by Certificate holders in the Facility Site under the corporation (i) whose unsecured obligations or uncollateralized Ground Lease, the Assignment Agreement and the Trust Agreement, and long term debt obligations have been assigned a rating by a Rating such liens and encumbrances are approved by the Credit Facility Agency which is not lower than AA/Aa, or which has issued a letter Issuer for the Series of Certificates relating to such Facility of credit, contract, agreement or surety bond in support of debt Site. obligations which have been so rated; or (ii) which collateralizes its obligations at all times at levels in compliance with the "Prepayment Account- shall mean any Prepayment Account requirements of the Rating Agencies for ratings not 'lower than established pursuant to Section 401 of the Trust Agreement and in AA/Aa. any Supplemental Trust Agreement. . -11- -1.0- of nat.ionally recognized standing in matters pertaining to the "Rating Agency· shall mean each of Standard & Poor's Ratings exclusion from gross income for federal income tax purposes of the Group, Moody's Investors Service and any other nationally recog• interest on obligations issued by states and political nized rating service which shall have provided a rating on any subdivisions, and duly admitted to practice law before the highest Outstanding Certificates. court of any state of the United States of America. "Reimbursement Agreement" shall mean any reimbursement MState W shall mean the State of Florida. agreement among the Foundation, the School Board and any Credit Facility Issuer. ~Superintendentw shall mean the Superintendent of Schools of the Dade County Public Schools. "Reserve Account" shall mean any Reserve Account established pursuant to Section 405 of the Trust Agreement and in any MSupplemental Payments· shall mean all amounts due under a Supplemental Trust Agreement. Lease other than Basic Lease Payments and Additional Lease Pay• ments. "Reserve Account Letter of Credit/Insurance Policy" shall mean the irrevocable letter or line of credit, insurance policy, surety "Supplemental Trust Agreement" shall mean any agreement bond or guarantee agreement issued by a Qualified Financial Insti• supplemental or amendatory of the Trust Agreement. tution in favor of the Trustee which is to be deposited into a Reserve Account in order to fulfill the Reserve Account Requirement "Trust Agreement" shall mean the V0ster Trust Agreement dated relating thereto. - as of August I, 1994 entered into by and between the Foundation and the Trustee, and any Supplemental Trust Agreement. "Reserve Account Requirement" shall mean, in regard to a Reserve Account to secure a Series of Certificates, such amounts, "Trustee" shall mean NationsBank of Florida, N.A., Fort if any, as shall be provided in the Supplemental Trust Agreement Lauderdale, Florida and its successors or assigns which may at any authorizing the issuance of such Series and in ·the Schedule time be substituted in its place pursuant to the provisions of the relating thereto, provided such Reserve Account Requirement shall Trust Agreement. not exceed the least of (i) the maximum annual amount of Basic Lease Payments represented by Certificates of the Series secured by SECTION 1.2. Rules of Construction. Unless the context shall such Reserve Account in the current or any subsequent Fiscal Year, otherwise indicate, words importing the singular nwnber shall (ii) 125%' of the average annual amount of Basic Lease Payments include the plural number and vice versa, and words importing represented by Certificates of the Series secured by such Reserve persons shall include firms, associations and corporations, Account in the current or any subsequent Fiscal Years, and (iii) including public bodies as well as natural persons. lO%' of the stated principal amount (or issue price net of accrued interest if the issue has more than a de minimis part of original lt The terms ~hereby", "hereof", "hereto", "herein", "hereunder I issue discount or premium) of such Series of Certificates. and any similar terms, as used in this Master Lease, refer to this l'T..a.s t er Leas e _ "Schedule" shall mean a schedule, as amended and supplemented from time to time, to this Master Lease to be executed and delivered by the School Board and the Foundation for each Project, substantially in the form of Exhibit A hereto. "School Board· shall mean the School Board of Dade County, Florida, a body corporate and the governing body of the District. "Series· or "Series of Certificates" shall mean the aggregate amount of each series of Certificates' evidencing an undivided proportionate interest of the owners thereof in a particular Lease and the Basic Lease Payments thereunder, issued pursuant to the Trust Agreement or a Supplemental Trust Agreement. "Special Tax Counsel" shall mean Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P .A., Miami, Florida and McCrary & Mosley I Miami, Florida, or any other attorney at law or firm of attorneys, -13- -12- C-22 ARTICLE II. a Supplemental Trust Agreement. The School Board agrees that it will deliver to the Trustee completed requisitions in the form LEASE OF FACILITIES attached to the Trust Agreement as Exhibit B, and upon comDletion of acquisition, construction and installation of the Faciiities, SECTION 2.1. Lease of Facili ties. The Foundation hereby the School Board will deliver a Certificate of Acceptance in the agrees to demise and lease to the School Board, and the School form attached hereto as Exhibit B in order for the Trustee to make Board hereby agrees to hire, take and lease from the Foundation, the final advances therefor in accordance with the provisions of the Trust Agreement. The School Board further agrees to deliver the right I title and interest of the Foundation in and to the the items described in Section 402 of the Trust Agreement with Facili ties I listed on each Schedule hereto I on the terms and conditions set forth in this Master Lease. respect to the acquisition of each portion of a Facility constitut• ing land or an interest therein, to be financed hereunder. SECTION 2.2. Lease Term. This Master Lease shall be for an original Term commencing on the date hereof through and including The School Board shall be responsible for, and shall use its best efforts to effect the completion of acquisition, construction June 30 I 1995, and automatically renewable annually thereafter through the last date set forth on any Schedule hereto unless and installation of the Facilities, whether or not amounts in the sooner terminated in accordance with the provisions hereof, includ• Acquisition Account relating to such Facilities are sufficient to ing in particular Sections 3.5 and 4.1 hereof. Upon expiration or pay the costs thereof. If it is determined by the Trustee that termination of the Lease Term, other than pursuant to Section moneys were improperly drawn from the Acquisition Account, the 4.1 (b) or (c) hereof, the Trustee, the School Board and the School Board upon proper notification thereof shall deposit an Foundation, at the expense of the School Board, shall execute and amount sufficient to restore the balance therein with the Trustee, deliver such documents, if any, as shall be necessary to evidence no later than thirty (30) days following receipt of such notifica• such termination. The useful life of the Facilities shall extend tion. beyond the last date set forth on the particular Schedule relating to such Facilities. Upon determination by the School Board prior to delivery of a Certificate of Acceptance that amounts on deposit in the Acquisi• SECTION 2.3. Acquisi tioD of Facilities. The School Board tion Account for particular Facilities will exceed the actual costs shall be responsible for acquisition, construction and installation of such Facilities, the School Board may amend the related Lease of the Facilities, as agent for the Foundation, pursuant to the and Ground Lease for the purpose of financing additional Facilities specifications of the School Board, including the letting of all or portions of Facilities from such funds on deposit in such contracts for the acquisition, construction and installation of the Acquisition Account. Facilities and for supervising the acquisition, construction and installation of the Facilities. SECTION 2.4. School Board's Liability. As between the Foundation (and any assignee of the Foundation) and the School Contracts in connection with the acquisition, construction and Board, the School Board assumes liability for all risks of loss installation of the Facilities shall be let in accordance with the wi th respect to the Facilities. The School Board shall maintain in competitive bidding policies of the School Board and laws applica• force during the entire acquisition, construction and installation ble to school boards, including where applicable the requirements period of any Facilities, property damage insurance as required by of Sections 235.056(3) and 235.26, Florida Statutes, as amended, Section 5.3 hereof and (for the benefit of Certificate holders) I as Chapters 234 and 237, Florida Statutes, as amended, and regulations assignee of the Foundation, the Trustee shall be named as an addi• promulgated by the State Department of Education thereunder, tional insured and loss payee thereon. In the event the School including Rule 6A- 2 FAC, and § 6A - "1. 013 FAC regarding pool Board or Foundation receives any damages or other moneys from any purchases, and in accordance with the Instructions to Bidders and contractor, manufacturer or supplier of any portion of the General" Conditions. All rules and regulations of the State Depart• Facilities or its surety p,ursuant to this Section 2.4 or Section 5- ment of Education applicable to acquisition and construction of .3, such moneys shall be paid to the Trustee for disposition in educational facilities by the School Board shall apply to the same accordance with Section 5.4 hereof . extent to the acquisition and construction of the Facilities by the School Board acting in its capacity as agent for the Foundation. . SECTION 2.5. Possession and Enjoyment. From and after the acceptance by the School Board of any Facilities in accordance with Moneys deposited in the Acquisition Account established with the terms of this Master Lease, the Foundation agrees that it will respect to particular Facilities shall be disbursed from time to not interfere with the quiet use and enjoyment of the Facilities by time to pay the Costs of such Facilities, all as provided in the School Board during the Lease Term set forth in the Schedule Section 402 of the Trust Agreement and the applicable provisions of relating to such Facilities and that the School Board shall during such Lease Term peaceably and quietly have and hold as Chapter 119, Florida Statutes relating to public access to its Facilities, and enjoy such without hindrance or molestation from the Foundation, records and the openness of its meetings to the public. except as expressly set forth herein. At the request of the Board and at School the School Board's cost, the Foundation shall join SECTION 2.10. Representations, Covenants and Warranties of any legal action in in which the School Board asserts its right tbe Sebool Board. The School Board represents, covenants and such possession to and enjoyment to the extent the Foundation lawfully warrants as follows: may do so. Upon expiration or termination of the Lease Term than as other a result of nonappropriation or default, the School (a) The School Board is the governing body of the shall enjoy Board full right, title and interest in and to the District, a body corporate pursuant to Article IX, Section ties, unless Facili• the Facilities are otherwise disposed of in accordance 4 (a) of the Florida Constitution (1968) and Chapter 230, with the terms of this Master Lease. Florida Statutes, has power to enter into this Master Lease and each Schedule hereto and has duly authorized and taken the SECTION 2.6. Trustee Access to Facilities. During necessary acts required prior to (including all required Term the Lease the School Board agrees that the Trustee, as approvals) the execution and delivery of this Master Lease. Foundation assignee of the or its agents, shall have the right during the The School Board warrants that this Master Lease, upon the Board's normal School working hours on the School Board's normal working execution and delivery thereof, is a valid, legal and binding days to examine and inspect the Facilities for the purpose of limited obligation of the School Board, payable from current assuring that the Facilities are being properly maintained, pre• or other funds authorized by law and appropriated for such served, and kept in good repair and condition. purpose as provided in Section 3.1 hereof. SECTION 2.7. Disclaimer of Warranties. The School Board (b) Neither the execution and delivery of this Master acknowledges that each of the Foundation, the Trustee, the Lease nor the consummation of the transactions contemplated Certificate holders and any Credit Facility Issuer hereby, nor the fulfillment of or compliance with the terms Reserve or issuer of a Account Letter of Credit/Insurance Policy MAKES and conditions hereof conflicts with or results in a breach of OR REPRESENTATION, NO WARRANTY EITHER EXPRESS OR IMPLIED, AS TO THE the terms, conditions, or provisions of any restriction or any VALUE, DESIGN, TITLE TO, CONDITION, HABITABILITY, MERCHANTABILITY OR FITNESS agreement or instrument to which the School Board is now a FOR PARTICULAR PURPOSE OR FITNESS FOR USE OF ANY party or by which the School Board is bound or constitutes a PORTION FACILITIES OR ANY THEREOF, OR AS TO THE QUALITY OR CAPACITY OF default under any of the foregoing, nor conflicts with or OR WORKMANSHIP THE MATERIAL IN SUCH FACILITIES OR ANY WARRANTY THAT SUCH results in a violation of any provision of law governing the LITIES WILL FACI• SATISFY THE REQUIREMENTS OF ANY LAW, RULE, SPECIFICA• School Board and no representation, covenant and warranty TIONS OR CONTRACT WHICH PROVIDES FOR SPECIFIC MACHINERY, herein is false, misleading or erroneous in any material OR SPECIAL OPERATORS ~lliTHODS OR ANY OTHER WARRANTY OF ANY KIND WHATSOEVER. respect. . In no event shall the Foundation, the Trustee, the Certificate holders or any Credit Facility Issuer or issuer of a Reserve (c) There is no action, suit, proceeding, inquiry or Account Letter of Credit/Insurance Policy be liable for any inci• investigation, at law or in equity, before or by any court, dental, indirect, special or consequential damage public board or body, known to be pending or threatened with in connection or arising out of this Master Lease or the existence, against or affecting the School Board nor to the best of the ing, furnish• functioning or School Board's use of the Facilities, knowledge of the School Board is there any basis therefor, item, product or any or service provided for in this Master Lease. wherein an unfavorable decision, ruling, or finding would materially and adversely affect the transactions contemplated SECTION 2.8. Warranties of the Facilities. by the School Board or which would adversely affect, in any hereby The Foundation appoints the School Board its agent and attorney-in-fact way, the validity or enforceability of this Master Lease or during the Lease Term to assert from time to ·time whatever qlaims any material agreement or instrument to which the School Board and rights, including warranties of the Facilities I which the is a party, used or contemplated for use in the consummation Foundation or the School Board may have against of the transactions contemplated hereby. manufacturer the contractor, or supplier of· any Facilities or portion thereof. Cd) The estimated Cost of the Facilities shall not be SECTION 2.9. Compliance with Law. The School Board and the less than the amount set forth on each Schedule relating to Foundation each represents, warrants and covenants such Facilities. The Facilities will be designed and con• complied that it has and will comply throughout the Term of this Master structed so as to comply with all applicable building and with the requirements Lease of Sections 235.056(3) and 286.011, as well zoning ordinances and regulations, if any, and any and all -:1.6- -17- C-23 applicable judicial and state standards and requirements ARTICLE III. relating to the Facilities. LEASE PAYMENTS (e) The moneys in each Acquisition Account and any investment earnings thereon will be used only for payment of SECTION 3.~. Payment of Lease Payments. Subject to the con• Cost of the Facilities, including payment of Basic Lease ditions stated herein, the School Board agrees to pay the Basic Payments. Lease Payments stated on each particular Schedule hereto and agrees to pay and discharge Additional Lease Payments, including all other (f) The School Board shall have fee simple title to all amounts I liabilities and obligations which the School Board assumes Facility Sites, subject only to Permitted Encumbrances, prior or agrees to pay to the Foundation or to others as provided herein to entering into any Ground Lease with respect to such and on each Schedule hereto, together with interest on any overdue Facility Sites. amount, PROVIDED HOWEVER, THAT NEITHER THE SCHOOL BOARD, THE DISTRICT, THE STATE OF FLORIDA, NOR ANY POLITICAL SUBDIVISION (g) In its use of the Facilities, the School Board THEREOF, SHALL BE OBLIGATED TO PAY, EXCEPT FROM SCHOOL BOARD shall comply with all applicable Federal, State and local APPROPRIATED FUNDS, MTY SUMS DUE HEREUNDER FROM ANY SOURCE OF governmental laws, regulations I ordinances I rules, orders, TAXATION AND THE FULL FAITH AND CREDIT OF THE SCHOOL BOARD AND THE standards and codes and with all hazard insurance under• DISTRICT IS NOT PLEDGED FOR PAYMENT OF SUCH SUMS DUE HEREUNDER AND writers' standards applicable to the Facilities. SUCH Sill/8 DO NOT CONSTITUTE AN INDEBTEDNESS OF THE SCHOOL BOARD OR THE DISTRICT WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY SECTION 2.11. Representations, Covenants and Warranties of PROVISION OR LIMITATION. NEITHER THE FOUNDATION, THE TRUSTEE, NOR Foundation. The Foundation represents, covenants and warrants as ANY CERTIFICATE HOLDER MAY COMPEL THE LEVY OF ANY AD VALOREM TAXES follows: BY THE SCHOOL BOARD TO PAY THE LEASE PAYMENTS HEREUNDER. All Basic Lease Payments, Additional Lease Payments and all Supplemental (a) The Foundation is a Florida not-for-profit corpora• Payments shall be made from current or other funds authorized by tion duly created, existing and in good standing under the law and appropriated for such purpose by the School Board. laws of the State, is'duly qualified to do business in the State, has all necessary power to enter into this Master Lease On each Lease Payment Date, the School Board shall pay to the and each Schedule hereto, is possessed of full power to own, Trustee, in lawful money of the United States of America, the Basic lease and hold real and personal property and to lease and Lease Payments for such Lease Payment Date, less any credits as sell the same as lessor, and has duly authorized the execution contemplated by Section 3.2 hereof, and less any reductions as and delivery of this Master Lease. contemplated by Section 4.2 hereof. The School Board agrees to deposit such amounts with the Trustee on each Lease Payment Date in (b) Neither the execution and delivery hereof, nor the order to assure that sufficient moneys will be available to the fulfillment of or compliance with the terms and conditions Trustee to make timely distribution thereof to the Certificate hereof, nor the consummation of the transactions contemplated holders, or to reimburse any Credit Facility Issuer as provided in hereby, conflicts with or results in a breach of the terms, the following paragraph, all in accordance with the Trust Agree• conditions and provisions of any restriction or any agreement ment. In the event that the Trustee has not received such Basic or instrument to which the Foundation is now a party or by Lease Payments prior to such Lease Payment Date, the Trustee shall which the Foundation is bound, or constitutes a default under notify the School Board on the Business Day following the day pay• any of the foregoing. ment was due that such Basic Lease Payments have not been received; provided, however, that such notice is for the purpose of conveni• (c) To the knowledge of the Foundation, there is no ence only and the School Board's obligation to make such payments litigation or proceeding pending or threatened against the shall in no way be conditioned by the giving or receipt of such Foundati'on or any other person affecting the right of the notice. . Foundation to execute or deliver this Master Lease or to comply with its obligations under this Master Lease. Neither The School Board shall also pay, when due, directly to the the execution and delivery of this Master Lease by the party entitled thereto, Additional Lease Payments and Supplemental Foundation, nor compliance by the Foundation with its obliga• Payments in accordance with the terms of this Master Lease and each tions under this Master Lease, require the approval of any Schedule hereto and the Trust Agreement. Additional Lease Payments regulatory body J any parent company, or any other entity, for each separate Lease entered into under this Master Lease which approval has not been obtained. include, without limitation, optional prepayment premiums, Trustee fees and expenses, Foundation expenses, Credit Facility Issuer fees -18- -l9- SECTION and expenses, if any, and all other amounts due the Trustee under 3.2. Credits to Lease Payments. The Lease Payments due hereunder shall the Trust Agreement or this Master Lease and a Credit Facility be reduced when applicable by the amounts credited as follows: Issuer under any Reimbursement Agreement, all as set forth on a particular Schedule hereto. Supplemental Payments for each (a) The Trustee shall deposit into the Lease Payment Account separate Lease hereunder include, without limitation, amounts established with reSDect to each Lease, interest income in accor• required to be paid under Sections 5.6 and 5.10 hereof, and amounts dance with the Trust Agreement and amounts in excess of the Reserve necessary to restore the balance in the Reserve Account for a Account Requirement transferred to the Lease Payment Account particular Series of Certificates to the Reserve Account Require• pursuant to Section 405(d) of the Trust Agreement, and apply such ment for such Series as provided in Section 405(b) of the Trust amounts as provided Agreement, or recurring amounts payable to a provider of a Reserve therein. Account Letter of Credit/Insurance policy .. (b) Unless otherwise provided in the Schedule thereto, related upon the completion of acquisition and construction The School Board hereby authorizes the Trustee, as assignee of Facilities of the financed under a particular Lease and payment the Foundation, (i) to create a Reserve Account to be held by the Costs of of all such Facilities or upon the termination of the Lease Trustee under the Trust Agreement for each Series of Certificates of a particular Term Lease pursuant to Section 4.1 hereof, the amounts, unless otherwise provided by the Schedule relating thereto, (ii) to if any, on deposit in the Acquisition Account for the related deposit in each Reserve Account a portion of the proceeds from the Series of Certificates sale of the Series of Certificates relating thereto or in lieu shall be transferred to the Lease Payment Account for such thereof or in substitution for the full amounts then on deposit Series, to be applied to Basic Lease Payments next coming due under therein or in an amount equal to the difference between the amount the Lease; provided, however, that if, upon delivery by the required to be deposited and the sum, if any, on deposit in a School Board of a Certificate of Acceptance indicating completion Reserve Account, to provide a Reserve Account Letter of Credit/Ins• of the acquisition, construction, installa• tion and payment of all costs of the Facilities urance Policy equal to the Reserve Account Requirement relating to particular financed under a Lease (including the failure of the School Board such Series or combination thereof, and (iii) to use such amounts acquire any to component of such Facilities), there shall remain or amounts drawn on the Reserve Account Letter of Credit/Insurance the related Acquisition in Account an amount greater than the amount Policy deposited in each sub-account of the Reserve Account as set of Basic Lease Payments coming due in the immediately following forth in Section 405 of the Trust Agreement. In the event the Fiscal Year under aggregate amount of any cash, the value of any Investment Securi• such Lease, the entire remaining amount shall be transferred to the ties and the stated amount of any Reserve Account Letter of related Prepayment Account in accordance with Section 7.2(b) hereof. Credit/Insurance policy in a Reserve Account shall be less than the Reserve Account Requirement provided therefor, the School Board (c) There shall shall pay to the Trustee from moneys budgeted and appropriated as be deposited in the Lease Payment Account or the Prepayment Account Basic Lease Payments during the current Fiscal Year as Supplemental for a Series of Certificates, as the case may be, Net Proceeds realized in the event of damage, Payments an amount equal to such deficiency within thirty (30) days or condemnation destruction of receipt of notice of the deficiency from the Trustee. In the to be applied to Basic Lease Payments under the related Lease, or event the Trustee makes a draw on a Reserve Account Letter of to the Prepayment Price of such Series of Certi• ficates, all as provided Credit/Insurance Policy to pay amounts equal to Basic Lease for in Section 5.4(b) hereof. Payments represented by a Series of Certificates, the School Board SECTION 3.3. shall cause the amount which the Trustee can draw upon such Reserve Basic Lease ·Payment Components. A portion of each Basic Lease Account Letter of Credit/Insurance Policy (or its original stated Payment is paid as and represents the payment of interest and the balance of each Basic Lease Payment amount, if the School Board shall have deposited into the related .represents is paid as and Reserve Account a Letter of Credit/Insurance Policy pursuant to th~ payment of principal. Each Schedule hereto shall set forth such this Section) to be reinstated. In the event a Reserve Account components of each Basic Lease Payment for each Facility or Facilities Letter of Credit/Insurance Policy on deposit in a Reserve Account financed hereunder. expires or is terminated, the School Board shall, simultaneously SECTION 3.4. 'with such expiration or termination, either replace such Letter of Lease Payments to be Unconditional. Subject to Sections 3.1 and Credit/Insurance Policy with a subsequent Reserve Account ,Letter of 3.5 hereof the onligations of the School Board make Lease Payments to Credit/Insurance Policy with a stated amount equal to the Reserve and to pay all other amounts provided for herein and in Account Requirement or transfer to the Trustee, for deposit in such each Schedule and to perform its obligations under this Master Lease Reserve Account in which such Policy had been deposited, an amount and each Schedule, shall be absolute and uncon• ditional, and such of cash equal to the Reserve Account Requirement. Lease Payments and other amounts shall be pay• able without abatement or any rights of set-off, recoupment or -20- -21- C-24 SECTION 3.6. Surrender of Facilities. (A) Upon the termin• counterclaim the School Board might have against any Supplier, con• ation of the Lease Term of all Leases prior to the payment of all tractor, the Foundation, the Trustee or any other person and whe• Lease Payments scheduled therefor or without the payment of the ther or not the Facilities are accepted for use or used by the then applicable Purchase Option Price of the Facilities financed School Board or available for use by the School Board, whether as under such Lease, or (B) as provided in Section 8.2 hereof upon the a result of damage, destruction, condemnation, defect in title or occurrence of an event of default, the School Board shall immedi• failure of consideration or otherwise. This Master Lease shall be ately surrender and deliver possession of all the Facilities deemed and construed to be a "net lease". financed under this Master Lease and all Schedules hereto to the Trustee as assignee of the Foundation or any person designated by SECTION 3.5. Non-Appropriation. Notwithstanding anything in it, in the condition, state of repair and appearance required under this ~~ster Lease to the contrary, the cost and expense of the this Master Lease, in accordance with the instructions of the performance by the School Board of its obligations under this Foundation. Upon such surrender, the transferee shall sell or Master Lease and each Schedule hereto and the incurrence of any lease the Facilities if then practicable in such manner and to such liabilities of the School Board hereunder and under each Schedule person or persons for any lawful purpose or purposes, as it shall, hereto including, without limitation, the payment of all Lease in its sole discretion, determine to be appropriate. The proceeds Payments and all other amounts required to be paid by the School derived by such transferee from any such sale or lease of Facili• Board under this Master Lease and each Schedule hereto, shall be ties shall be applied first to the payment in full of the Series of subject to and dependent upon appropriations being duly made from Certificates relating to such Facilities (including all amounts time to time by the School Board for such purposes. Under no cir• owing under the applicable Lease) and then to the payment of any cumstances shall the failure of the School Board to appropriate accrued but unpaid obligations of the Foundation under Section 3 of sufficient funds constitute a default or require payment of a the Ground Lease relating to such Facilities. Any excess after all penalty, or in any way limit the right of the School Board to pur• such payments shall be paid to the School Board. chase or utilize educational facilities similar in function to those leased hereunder. If the School Board shall refuse or fail to voluntarily deliver possession of the Facilities to the Foundation or its Unless the School Board, at a public meeting held prior to the assignee as above provided, the Foundation or its assignee may end of the then current Fiscal Year, shall give notice of its enter into and upon the Facilities, or any part thereof, and intent not to appropriate the funds necessary to make all Lease repossess the same and thereby restore the Foundation or its Payments coming due in the following Fiscal Year under this Master assignee to its former possessory estate as owner and expel the Lease and each Schedule hereto, the Superintendent shall include in School Board and remove its effects forcefully, if necessary, the Superintendent's tentative budget proposal the funds necessary without being taken or deemed to be guilty in any manner of to make such Lease Payments, and the Lease Term of all Leases shall trespass in order that the Foundation or its assignee may sell or be automatically renewed on June 30 of the current Fiscal Year ,for re-let the Facilities, subject to Permitted Encumbrances, for any the following Fiscal Year, subject to appropriation being made by lawful purpose or purposes, for the remainder of the term of the the School Board in the final official budget. If no such appro• Ground Lease, if applicable, and the School Board shall have no priation is made in the final official budget, or if no official further possessory right whatsoever in the Facilities, for the budget is adopted as of the last day upon which a final budget is remainder of the term of the respective Ground Lease; the Founda• required to have been adopted under Chapter 237, Florida Statutes tion or its assignee may exercise all available remedies at law or and applicable regulations thereunder, the Lease Term of all Leases in equity to evict the School Board and to enjoy its possessory shall terminate as of the date of adoption of the final official rights to all Facility Sites under one or more Ground Leases; and budget/ or such last day, whichever is earlier. the School Board shall be responsible for the payment of damages in an amount equal to the Lease Pay.ments which would have accrued If the School Board declares its intent at such public meeting hereunder, calculated on a daily basis, for any period during which prior to the end of the then current Fiscal Year not to appropriate the School Board fails to surrender the Facilities or for any other the funds, the Lease Term of all Leases shall not be automatically loss suffered by the Foundation or its assignee as a result of the renewed for the following Fiscal Year, but shall terminate on June School Board's failure to surrender the Facilities, all without 30th of the current Fiscal Year. The final Lease Term may be for prejudice to any remedy which might otherwise be available to the a period which is less than a full Fiscal Year. Foundation or its assignee for arrears of Lease Payments or for any breach of the School Board's covenants herein contained. The School Board shall provide written notice of any non• appropriation of funds described herein to the Trustee, any Credit Upon the termination of the Lease Term of all Leases as a Facility Issuer and any issuer of a Reserve Account Letter of result of a default by the School Board, the Foundation or its Credit/Insurance Policy within three (3) Business Days thereafter. -23- -22- assignee shall have, in addition to the rights and remedies ARTICLE TV. described above, the right to sue for compensatory damages, includ• ing upon failure of the School Board to surrender possession of the TERMINATION Facilities to the Foundation or its assignee, damages for any loss suffered by the FOW1dation or its assignee as a result of the SECTION 4.~. Termination of Lease Term. The Lease Term will School Board's failure to take such actions as required, including terminate upon the earliest of any of the following events: reasonable legal fees. (a) with respect to all Leases, on the latest Lease The School Board, as owner of the Facility Sites, may volun• Payment Date set forth in any Schedule attached to this Master tarily and in cooperation with the Foundation or its assignee as Lease; owner of the Facilities, sell the Facility Sites and the Faci• lities, the proceeds of such sale to be applied by the Trustee in (b) with respect to all Leases, in the event of the manner described above in this section. The sale of any par• nonappropriation of funds for payment of Lease Payments as ticular Facility Site and Facility thereon shall require the con• provided in Sections 3.1, 3.4 and 3.5 of this Master Lease; sent of the Credit Facility Issuer, if any, insuring the Series of Certificates relating to such Facility Site and Facility thereon. (c) with respect to all Leases, upon a default by the If applicable, such sale shall be conducted in accordance with the School Board with respect to any Lease and the termination of requirements of Section 235.04(1) I Florida Statutes and the rules the Lease Term of all Leases by the Trustee pursuant to of the State Department of Education promulgated thereunder. Section 8.2(1) of this Master Lease; (d) with respect to a particular Lease, upon payment by the School Board of the Purchase Option Price of the particu• lar Facilities leased under such Lease, or upon provision for such payment pursuant to Section 7.3 hereof, provided, however, that upon such provision for payment the obligation to make Lease Payments under such Lease _shall continue -to be payable solely from such provision for payment. SECTION 4.2. Effect of Termination. (a) Upon the termination of the Lease Term for the reason referred to in Section 4.1 (b) or (c) hereof I the provisions of Section 3.6 shall be applicable. Upon such termination for the reason referred to in Section 4.1 (c) hereof, the provisions of Sections 8.2 and 8.3 shall also be applicable. (b) In the event of termination of the Lease Term for the reason referred to in Section 4.1(d) hereof, there shall be applied solely from the amounts deposited pursuant to Section 7.3 hereof as a reduction against such Basic Lease Payments to become due after such termination an amount equal to the Basic Lease Payments applicable to the Facilities. (c) Notwithstanding the termination of the Lease Term pursuant to Section 4.1 hereof, the representations of the School Board set forth in Section 2.10 hereof and the provi• sions of Section 5.7 hereof shall survive such termination. -24- -25- C-25 ARTICLE V. able at commercially reasonable costs, covering the replacement cost of its property including the Facilities insuring against the COVENANTS OF SCHOOL BOARD perils of FIRE, LIGHTNING, WINDSTORM, HAIL, HURRICANE, WINDBLOWN RAIN, DAMAGE FROM WATER, EXPLOSION, AIRCRAFT, VEHICLES I SMOKE I SECTION 5. ~. Maintenance of the Facilities by the School VANDALISM AND MALICIOUS MISCHIEF, TRANSPORTATION HAZARDS I THEFT AND Eoard. The School Board agrees that at all times during each Lease BURGLARY. The School Board shall maintain a self - insurance program Term, the School Board will, at the School Board's own cost and for its combined general and automobile liability insurance expense, maintain, preserve and keep the Facilities in good repair coverage in an amount not less than $500 ,000 per occurrence and condition, and that the School Board will from time to time pursuant to the provisions contained within Florida Statute 768.28. make or cause to be made all necessary and proper repairs, replace• The School Board shall also purchase and maintain, or cause to be ments and renewals, interior and exterior, thereto. The Foundation purchased and maintained, boiler & machinery insurance coverage shall have no obligation in any of these matters, or for the making (including air conditioning equipment) in an amount not less than of repairs, improvements or additions to the Facilities. $500,000 per accident. SECTION 5.2. Taxes, Other Governmental Charges and Utility The adequacy of the School Board's property insurance coverage Charges. In the event that the ownership, leasing, use, possession shall be reviewed annually by the Insurance Consultant, and the or acquisition of the Facilities or Facility Sites are found to be School Board shall follow the recorrrrnendations of the Insurance subject to taxation in any form, the School Board will pay during Consultant so long as the recorrrrnended insurance is available at each Lease Term, as the same come due, all taxes and governmental commercially reasonable costs and otherwise satisfies the criteria charges of any kind whatsoever that may at any time be lawfully set forth herein. The School Board shall maintain eligibility for assessed or levied against or with respect to the Facilities or assistance by the Federal R~ergency Management Agency. Facility Sites and any facilities or other property acquired by the School Board as permitted under this Master Lease in substitution The School Board may elect to self-insure for any such damage for, as a renewal or replacement of, or a modification, improvement or liability, as provided above, upon the following terms and or addition- to the Facilities or Facility Sites, as well as all conditions: utility and other charges incurred- in the operation, maintenance, use, occupancy and upkeep of the Facilities and Facility Sitesj (a) the self - insurance program shall be approved by the provided that, with respect to any governmental charges that may Insurance Consultant; lawfully be paid in installments over a period of years, the School Board shall be obligated to pay only such installments as have (b) The self-insurance program shall include a sound accrued during the time the Lease Term is in effect. claims reserve fund out of which each self - insured claim shall be paid; the adequacy of such fund shall be evaluated at least SECTION 5.3. Provisions Regarding Insurance. During acqui• annually by the Insurance Consultant; and any deficiencies in sition, construction and installation of the Facilities the School the fund shall be remedied in accordance with the recommen• Board shall require any contractor to provide Workers' Compensa• dations of the Insurance Consultant; tion, Comprehensive General Liability Insurance, Property Insur• ance, Property coverage for contractor's equipment, Professional (c) The self-insurance claims reserve fund shall be Liability Insurance, Builders Risk Insurance, Automobile Liability held in a bank account created for the purpose of maintaining Insurance, and other insurance pursuant to the terms of Article 14 such self - insurance funds, which bank account may be under the of the Instructions to Bidders and the General Conditions of the control of the School Board and may not be commingled with School Board. Contractors shall be required to provide builders' other School Board moneys; and all risk property damage insurance in an amount not less than the full value of all _ work in place and materials and equipment (d) In the event the self-insurance program shall be provided or delivered by each supplier. The Trustee and the discontinued, the actuarial soundness of its claims reserve Foundation shall be named as additional insureds and loss payees fund shall be maintained. wherever the School Board is to be so named, and shall be entitled to written notice of cancellation to the same extent as the School The School Board may also self-insure for the amount of the Board. deductible portion of the above described insurance coverage. The School Board's present maximum self - insured limits are $250,000 per The School Board shall, during the Lease Term, purchase and occurrence for property coverage not including wind, and a maximum maintain property insurance coverage in an amount not less than of $10,000,000 and a minimum of $1,000,000 per occurrence resulting $200,000,000 per occurrence, to the extent such insurance is avail- from wind damage (with a limit of two percent per individual campus -26- -27- based on reported values); $100,000/$200,000 per OCcurrence for Trustee written notice thereof, and make available or cause to be combined general and automobile 'liability coverage i $25,000 per made available to the Foundation and the Trustee all information accident for boiler & machinery (including air conditioning equip• and documentation relating thereto. ment). If the School Board revises such limits such that its self• insured retention exceeds 10% of the amount of property insurance Any insurance policy maintained pursuant to this Section 5.3 recommended by the Insurance Consultant, the School Board will shall be so written or endorsed to provide that the Trustee (on cause the adequacy of its self-insurance reserve fUnd to be behalf of the Certificate holders), and the Foundation are named as reviewed by the Insurance Consultant on an annual basis. additional insureds, and the Trustee, the Foundation and the School Board are named as loss payees as their interests may appear and Flood insurance shall be separately maintained for its the Net Proceeds of any appropriation made in connection with a property, including any of the Facilities, located in a federally self-insurance election shall be payable to the School Board, the designated flood plain, in such amounts per occurrence recommended Foundation and the Trustee (on behalf of the Certificate holders) by the Insurance Consultant as being available at cormnercially as their respective interests may appear. The Net Proceeds of "the reasonable costs and in minimum amounts necessary to qualify for insurance required in this Section 5.3 or the Net Proceeds of any the Federal disaster relief programs. If such minimum amounts are appropriation in connection with a self-insurance election shall be not available at commercially reasonable costs in the opinion of applied as provided in Section 5.4(a) and Section 5.4(b) hereof. the Insurance Consultant, the School Board shall self-insure for such amounts as will qualify for the Federal disaster relief SECTION 5.4. Damage, Destruction or Condemnation. If prior program. to the termination of the Lease Term under a particular Lease, the Facilities financed under such Lease or any portion thereof are The sufficiency of the School Board's flood insurance coverage destroyed or are damaged by fire or other casualty, or title to, or shall be reviewed at least annually by the Insurance Consultant, the temporary use of such Facilities or any portion thereof shall and the School Board shall follow the recommendations of the be taken under the exercise of the power of eminent domain, the Insurance Consultant so long as the recormnended insurance meets the School Board shall, within sixty (60) days after such damage, criteria set forth in the preceding paragraph. destruction or condemnation elect one of the following two options by written notice from an Authorized School Board Representative of Any insurance policy issued pursuant to this Section 5.3 shall such election to the Foundation and the Trustee: provide that the Foundation and the Trustee shall be notified of any proposed cancellation of such policy thirty (30) days prior to (a) Option A - Repair, Restoration or Replacement. the date set for cancellation. Any policy of all risk property Except as provided below, the School Board will cause the Net insurance must be obtained from a commercial insurance company or Proceeds of any insurance or the Net Proceeds of any appro• companies rated A+ by A.M. Best Company or in one of the two priation made in connection with a self-insurance election, or highest rating categories of Moody's and S&P, or otherwise approved the Net Proceeds of any claim or condemnation award to be by the Credit Facility Issuer. The School Board and the Trustee applied to the prompt repair, restoration, or replacement (in shall be named as insureds and loss payees. Such policies shall which case such replacement shall become subj ect to the also provide that in the event of multiple losses to School Board provisions of the related Lease as fully as if it were the properties, including any Facility, moneys paid under the policies originally leased Facilities) of such Facilities. Any such shall be allocated first to cover losses incurred with respect to Net Proceeds received by the Trustee shall be deposited in the the G. Holmes Braddock Senior High Facil i ty and then to cover related Acquisition Account and be applied by the Trustee losses incurred with reSDect to Facilities in accordance with the toward the payment of the Cost of such repair, restoration or provisions of Section 5.4 before any moneys are utilized for the replacement, utilizing the same requisition process set forth restoration of other School Board properties. in the Trust Agreement for the payment of the Cost of the Facilities from such Acquisition Account. If required by Florida law, the School Board shall carry or cause to be carried worker's compensation insurance covering all (b) Option B - Partial Prepayment. Provided, however, employees on, in, near or about the Facilities, and upon request, if the School Board has determined that its operations have shall furnish or cause to be furnished to the Foundation and the not been materially affected and that it is not in the best Trustee certificates evidencing such coverage. interest of the School Board to repair, restore or replace that portion of the Facilities so damaged, destroyed or In the event of any loss, damage, injury, accident, theft or condemned, then the School Board shall not be required to condemnation involving the Facilities, the School Board shall comply with the provisions of subparagraph (a) set forth promptly provide or cause to be provided to the Foundation and the above. If the Net Proceeds are equal to less than ten percent -28- -29- C-26 (lO%) of the Remaining Principal Portion of the Basic Lease Lease, all Schedules hereto, any Ground Lease, any Assignment Payments relating to such Facilities, such Net Proceeds shall Agreement and the Trust Agreement including, without limitation be deposited in the Lease Payment Account for the Series of the issuance of Certificates, except in the case of liability' Certificates relating to such Facilities to be credited obligations, claims and damages arising out of their own negligenc~ against Basic Lease Payments next coming due in accordance or willful misconduct. with Section 3.2 (C) hereof. If the Net Proceeds are equal or greater than ten percent (10%) of the Remaining Principal SECTION 5.8. Payment and Performance Bonds and other Guar• Portion of the Basic Lease Payments relating to such Facili• anty. The School Board agrees to cause any contractor to provide ties, such Net Proceeds shall be deposited in the Prepayment performance, payment and guarantee and any additional bonds or Account for the Series of Certificates relating to such surety bonds, if and when required pursuant to the Instructions to Facilities to be applied to the prepayment in part of the Bidders and the General Conditions and the provisions of Section principal portion and accrued interest portion of Basic Lease 255.05, Florida Statutes, and other applicable provisions of Payments relating to such Facilities represented by the Florida Law. Such bonds or other surety shall be in dual obligee Certificates in accordance with Section 7.2 hereof. form, naming the School Board and the Trustee as dual obligees. SECTION 5.5. Insufficiency of Net Proceeds. If the School SECTION 5.9. Essential Governmental Functions. The School Board elects to repair, restore or replace the Facilities under the Board represents and warrants that the services to be provided by terms of Section 5.4(a) hereof and the Net Proceeds therefor are or from the Facilities are essential to the delivery of the School insufficient to pay in full the Cost of such repair, restoration or Board's essential governmental services, and covenants that during replacement, the School Board shall complete the work and pay any the Lease Term it will use the Facilities to perform essential Cost in excess of the amount of the Net Proceeds, and the School governmental functions relating to its statutory responsibility of Board agrees that, if by reason of any such insufficiency of the providing for public education throughout the District. The School Net Proceeds the School Board shall make any payments pursuant to Board represents and covenants that it has an immediate need for the provisions of this Section, the School Board shall not be the Facilities, that it does not expect such need to diminish entitled to any reimbursement therefor from the Foundation or the during the Lease Term and that it intends to use the Facilities for Trustee nor shall the School Board be entitled to any diminution of public school educational purposes throughout the Lease Term. the amounts payable under the related Lease. SECTION S.lO. Tax Exemption; Rebates. In order to maintain SECTION 5.6. Advances. In the event the School Board shall the exclusion from gross income for federal income tax purposes of not elect to self-insure any risk that would otherwise require the the interest portion of the Basic Lease Payments paid to the Cer• maintenance of insurance coverage hereunder, and shall fail to tificate holders, the School Board shall comply with the provisions maintain the full insurance coverage required hereunder, the of the Code applicable to this Master Lease and each Schedule Foundation may, but shall be under no obligation to, purchase the thereto and each Series of Certificates issued under the Trust required policies of insurance and pay the premiums on the same, or Agreement, including without limitation the provisions of the Code if the School Board shall fail to keep the Facilities in gOOd relating to the computation of the yield on investments of the repair and operating condition, the Foundation may, but shall be Gross Proceeds of each Series of Certificates, reporting of earn• under no obligation to, make such repairs or replacements as are ings on the Gross Proceeds of each Series of Certificates, and necessary and provide for payment thereof i and all amo~nts so rebating Excess Earnings to the Department of the Treasury of the advanced therefor by the Foundation shall become immediately due United States of America. In furtherance of the foregoing I the and payable as a Supplemental Payment under the Lease relating to School Board shall comply with the letter ·of instructions as to such Facilities which amounts, together .with interest thereon (at compliance with the Code with respect to each Lease and each. Series an annual interest rate equal to the interest portion of the Basic of Certificates, to be delivered by Special Tax Counsel at the time Lease Payments, expressed as an annual interest rate) until paid, each Series of Certificat.es is issued, as such letter may be the School Board agrees to pay. amended from time to time, as a source of guidance for achieving compliance with the Code. SECTION 5.7. Release and Indemnification. To the extent per• mitted by Florida law, including the provisions of Section 768.28 The School Board shall not take any action or fail to take any Florida Statutes, the School Board shall indemnify and save the action which would cause a Lease and the Series of Certificates Foundation and the Trustee harmless from and against any and all relating thereto to be "arbitrage bonds" within the meaning of liability, obligations, claims and damages, including consequential Section 148(a) of the Code or which would otherwise cause the por• damages and reasonable legal fees and expenses, arising out of, or tion of Basic Lease Payments under such Lease representing the pay- in connection with, the transactions contemplated by this Master -30- -31- polychlorinated biphenyl compounds, heavy metals, chlorinated ment of interest as set forth in Section 3.3 hereof to be includ• able in the gross income of the Certificate holders. solvents, cyanide, radon, petroleum products, asbes tos or any Asbestos Containing Materials, methane, radioactive materials, pollutants, hazardous materials, hazardous wastes, hazardous, In the event that the School Board shall fail to rebate such toxic, or regulated substances or related materials, as defined in Excess Earnings when due, the Foundation or its assignee may, but CERCLA, RCRA, CWA, CAA, TSCA and Title III (as such term is defined shall be under no obligation to, pay amounts due to the Treasury; in subsection (e)), and the regulations promulgated pursuant and all amounts so advanced by the Foundation or its assignee shall thereto, and in all other Environmental Regulations applicable to become immediately due and payable as a Supplemental Payment under the School Board, any of the Facilities or the business operations the Lease relating to such Series of Certificates which amounts, conducted by the School Board thereon ( collectively, "Hazardous together with interest thereon (at an annual interest rate equal to Materials") on, from or beneath its Facilities, (ii) pumped, the interest portion of the Basic Lease Payments relating thereto spilled, leaked, disposed of I emptied, discharged or released expressed as a annual interest rate) until paid, the School Board {hereinafter collectively referred to as "Release"} any material agrees to pay. amount of Hazardous Materials on, from or beneath its Facilities, or (iii) stored any material amount of petroleum products at its SECTION 5.11. Budget and Tax Levy. The School Board cove• Facility Sites in underground storage tanks. nants that it shall cause the Superintendent to prepare and submit the budget recommendation in accordance with Section 3.5 hereof (b) Excluded from the representations and warranties in including provision for discretionary capital outlay millage under subsection (a) hereof with respect to Hazardous Materials are those Section 236.25, Florida Statutes, as amended, and that the School amounts ordinarily found in the inventory of or used in the main• Board will act on such recommendation, will hold public hearings, tenance of public schools and related facilities, the use, treat• will adopt tentative and final official budgets, and will submit ment, storage, transportation and disposal of which has been and such budgets to the Department of Education for approval, all pur• shall be in compliance with all Laws and Regulations. suant to the requirements of the laws of Florida and the regul• ations of the Department of Education as in effect from time to ec) No Facilities located in an area of high potential inci• time. dence of radon has an unventilated basement or subsurface portion which is occupied or used for any purpose other than the foundation Subject to the right of non-appropriation set forth in or support of the improvements to such Facilities. Sections 3.1 and 3.5 hereof the School Board expects that its legally available revenues will be sufficient to meet its Lease (d) The School Board has not received any notice from any Payment obligations under the Master Lease in each Fiscal Year. insurance company which has issued a policy with respect to the Facilities or from the applicable state or local government agency SECTION 5.12. Compliance with Law, Regulations, Etc. responsible for insurance standards (or any other body exercising similar functions) requiring the performance of any repairs, alter• (a) The School Board has, after due inquiry, no knowledge and ations or other work, which repairs, alterations or other work have has not given or received any written notice indicating that its not been comDleted at the Facilities. The School Board has not Facilities or the past or present use thereof or any practice, received anyknotice of default or breach which has not been cured procedure or policy employed by it in the conduct of its business under any covenant, condition, restriction, right-of -way, reci• materially violates any applicable law, regulation, code, order, procal easement agreement or other easement affecting its Faci• rule, judgment or consent agreement, including, without limitation, lities which is to be performed or complied with by it. those relating to zoning, building, use and occupancy, fire safety, health, sanitation, air pollution, ecological matters, env~ron (e) For purposes of this Section and Section 5.13 hereafter, mental protection hazardous or toxic materials, substances or the following terms shall have the following meanings: wastes, conservation, parking, architectural'barriers to the handi• capped, or restrictive covenants or other agreements affecting "Asbestos Containing Materials" shall mean material in friable title to the Facilities (collectively, "Laws and Regulations If) • form containing more than one percent (1%) of the asbestiform vari• Without limiting the generality of the foregoing I neither the eties of (a) chrysotile (serpentine); (b) crocidolite (ricbeckite); School Board nor to the best of its knowledge I ·after due inquiry, (c) amosite (cummington-itegrinerite); (d) anthophyllite; (e) tre- any prior or present owner, tenant or subtenant of any of the molite; and (f) actinolite. Facilities has, other than as set forth in subsections (a) and (b) of this Section or as may have been remediated in accordance with n Environmental Regulations n shall mean all Laws and Laws and Regulations, (i) used, treated, stored, transported or Regulations, now or hereafter in effect, with respect to Hazardous disposed of any IT~terial amount of flammable explosives, -33- -32- C-27 and shall keep the Facility Sites free and clear of any liens ~~terials, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act, as amended imposed pursuant thereto (provided, however, that any such liens, if not discharged, may be bonded). The School Board shall cause (42 U.S.C. Section 9601, et §.gQ.) (together with the regulations promulgated thereunder, "CERCLA"), the Resource Conservation and each tenant under any lease, and use its best efforts to cause all of such tenant's subtenants, agents, licensees, employees, con• Recovery Act, as amended (42 U.S.C. Section 6901, et ~.) (together with the regulations promulgated thereunder, " RCRA" ), the tractors, guests and invitees and the guests and invitees of all of Emergency Planning and Community Right-to-Know Act, as amended (42 the foregoing to comply with all Environmental Regulations with respect to the Facilities; provided, however, that notwithstanding U.S.C. Section 11001, et ~.) (together with the regulations pro• mulgated thereunder, I1Title III"), the Clean Water Act, as amended that a portion of this covenant is limited to the School Board's (33 U.S.C. Section 1321, et seq.) (together with the regulations use of its best efforts, the School Board shall remain solely promulgated thereunder, "CWA") , the Clean Air Act, as amended (42 responsible for ensuring such compliance and such limitation shall not diminish or affect in any way the School Board's obligations U.S.C. Section 7401, et ~.) (together with the regulations pro• contained in subsection (e) hereof as provided in subsection (c) mulgated thereunder, IlCAA") and the Toxic Substances Control Act, as amended (915 U.S.C. Section 2601 et seq.) (together with the hereof. Upon receipt of any notice from any Person with regard to regulations promulgated thereunder, "TSCA"), and any state or local the Release of Hazardous Materials on, from or beneath the Faci• similar laws and regulations and any so-called local, state or lities, the School Board shall give prompt written notice thereof federal "superfund" or "superlien" law. to the Trustee, the Foundation and the Credit Facility Issuer (and, in any event, prior to the expiration of any period in which to respond to such notice under any Environmental Regulations). SECTION 5.13. Environmental Compliance. (c) Irrespective of whether any representation or warranty (a) The School Board shall not use or permit the Facilities contained in Section 5.12 is not true or correct, the School Board or any part thereof to be used to generate, manufacture, refine, treat, store, handle, transport or dispose of, transfer, produce or shall defend, indemnify and hold harmless the Foundation, the process Hazardous Materials, except, and only to the extent, if Trustee and the Credit Facility Issuer, its partners, depositors necessary to maintain the improvements on the-Facilities and then, and each of its and their employees, agents, officers, director~, only in compliance with all Environmental Regulations, and any trustees, successors and assigns, from and against any claims, state equivalent laws and regulations, nor shall it permit, as a demands, penalties, fines, attorneys' fees (including, without result of any intentional or unintentional act or omission on its limitation, attorneys' fees incurred to enforce the indemnification part or by any tenant, subtenant, licensee, guest, invitee, con• contained in this Section 5.13, consultants' fees, investigation tractor, employee and agent, the storage, transportation, disposal and laboratory fees, liabilities, settlements (five (5) Business or use of Hazardous Materials or the Release or threat of Release Days' prior notice of which the Foundation, the Trustee or the of Hazardous Materials on, from or beneath the Facilities or onto Credit Facility Issuer, as appropriate, shall have delivered to the any other property excluding, however, those Hazardous Materials in School Board), court costs, damages, losses, costs or expenses of those amounts ordinarily found in the inventory of or used in the whatever kind or nature, known or unknown, contingent or otherwise, maintenance of public schools and related facilities, the use, occurring in whole or in part, arising out of, or in any way storage, treatment, transportation and disposal of which shall be related to, (i) the presence, disposal, Release, threat of Release, in compliance with all Environmental Regulations. Upon the occur• removal, discharge, storage or transportation of any Hazardous rence of any Release or threat of Release of Hazardous Materials, Materials on, from or beneath the Facilities, (ii) any personal injury (inciuding wrongful death) or property damage (real or the School Board shall promptly commence and perform, or cause to personal) arising out of or related to such Hazardous Materials, be commenced and performed promptly, without cost to the (iii) any lawsuit brought or threatened, settlement reached (five Corporation all investigations, studies, sampling and testing, and (5) Business Days' prior notice of which the Foundation, the all remedial, removal and other actions necessary to clean up and Trustee or the Credit Facility Issuer, as appropriate, shall have remove all Hazardous Materials,so released, on, from or beneath the delivered to the School Board) or governmental order relating to Facilities or other property, in compliance with all Environmental Hazardous Materials on, from or beneath any of the Facilities, (iv) Regulations. Notwithstanding anything to the contrary contained herein, underground storage tanks shall only be permitted subject any violation of Environmental Regulations or subsection (a) or (b) to compliance with subsection (d) of this Section and only to the hereof by it or any of its agents, tenants, employees, contractors, extent necessary to maintain the improvements on the Facilities. licensees, guests, subtenants or invitees, and (v) the imposition of any governmental lien for the recovery of environmental cleanup (b) The School Board shall comply with, and shall cause its or removal costs. To the extent that the School Board is strictly tenants, subtenants, licensees, guests, invitees, contractors, liable under any Environmental Regulation, its obligation to the Foundation, the Trustee and the Credit Facility Issuer and the ~~ployees and agents to comply with, all Environmental Regulations, -34- -35- foregoing indemnification shall other indemnitees under the ARTICLE VI. regard to fault on its part with respect to the likewise be without in any Environmental Regulation which resUlts violation of and TITLE to any indemnitee. The School Board's obligations liability survive the liabilities under this Section 5.13 (c) shall Lease. SECTION 6.1. Title to Facility Sites and Facilities. termination of this Master Throughout the term of each Ground Lease, fee title to the Facility a reason• Sites described therein shall be in the name of the School Board, (d) The School Board shall conform to and carry out all underground subject to Permitted Encumbrances. Until the earlier of the date able program of maintenance and inspection of maintain, repair, and replace such tanks on which payment in full, or provision for payment of all Lease storage tanks, and shall Payments under a particular Lease or payment of the then applicable Laws and Regulations, including but not only in accordance with Purchase Option Price of one or more Facilities financed under such Regulations. limited to Environmental Lease, as provided in Sections 7.2 or 7.3 hereof, has been made, or until substitution of comparable Facilities for Facilities financed under a Lease as provided in Section 6.4 hereof, title to such Facilities shall remain vested in the Foundation, subj ect to Permitted Encumbrances. At such time as payment, or provision for payment as provided in Section 7.2 or 7.3 hereof, of all Lease Payments or the then applicable Purchase Option Price of one or more Facilities has been made in full, the School Board shall be deemed to have exercised an option to purchase such Facilities and fee simple title to such Facilities free and clear of all en• cumbrances, except Permitted Encumbrances, shall vest in the School Board. Upon substitution of other Facilities for Facilities financed under a Lease as herein provided, fee simple title to the Facilities for which substitutic:- has been made, shall vest in the School Board free and clear of all encumbrances except Permitted Encumbrances. The Foundation hereby appoints the School Board as its agent to prepare and file or record in appropriate offices such documents as may be necessary to cause record title to such Facilities to vest in the School Board. The Foundation agrees to immediately execute a warranty deed for the Facilities and a writ• ten surrender and release and an assignment without recourse or warranty of all its right, title, and interest under the related Lease and Ground Lease to the School Board, or shall execute amenQ~ents to the Lease Schedule, if appropriate in the case of the purchase of portions of the Facilities financed under a Lease, as well as all other instruments necessary to vest good and marketable fee simple title to the Facilities in the School Board and relinquish the Foundation's interest therein, subject only to Permitted Encumbrances. The related Ground Lease shall then be terminated, or modified, as proyided therein. The Foundation shall request the execution of such instruments by the Trustee as necessary to effect the conveyances described herein. There shall be no merger of a Lease or of the leasehold estate thereby created in any Facilities or Facility Sites with the fee estate in such Facilities or Facility Sites by reason of the fact that the same person may acquire or hold, directly or indirectly, a Lease or leasehold estate therein created or any interest therein, and the fee estate in the Facilities or Facility Sites relating to such Lease or any interest in such fee estate. - 36- -37- C-28 If required by a Credit Facility Issuer the School Board shall of any such law or rule in any reasonable manner which does not provide one or more policies of title insurance, in form satis• adversely affect the interest or rights of the Foundation or the factory to the Trustee, naming the School Board, the Foundation and Trustee under this ~~ster Lease. the Trustee as insureds, as their interests may appear, in amounts as required by such Credit Facility Issuer. Proceeds of any SECTION 6.4. Substitution of Facilities. To the extent payment under a title insurance policy shall be paid to the Trustee permitted by law, the School Board may substitute for any Faci• and held for application (at the direction of the School Board lities other facilities owned by the School Board, provided such prior to the occurrence of an Event of Default or a nonappropria• substituted facilities (a) have the same or a greater remaining tion hereunder) first, to cure any defect in title, and second, in useful life, (b) have a fair market value equal to or greater than accordance with the priorities set forth in Section S04(a) of the the Facilities for which they are substituted, (c) are of sub• Trust Agreement. The execution of each Ground Lease and each stantially equal utility as the Facilities to be replaced and meet amendment thereto adding or modifying a Facility Site shall be the requirement of Section 5.9 hereof, (d) are free and clear of subject to the approval of the related Credit Facility Issuer, if all liens and encumbrances, except Permitted Encumbrances and (e) any, and at the time of such execution there shall be delivered by are approved for substitution by the State Department of Education. the School Board to the Trustee an Opinion of Counsel with respect To the extent that the facilities to be substituted serve a to each Facility Site to the effect that there are no liens or different educational function from the Facilities for which they encumbrances thereon that are not Permitted Encumbrances under the are to be substituted, such substitution must also be approved by I~ster Lease, and that there shall be no merger of the fee estate the Credit Facility Issuer, if any, for the Series of Certificates of the School Board in the Facility Sites with the leasehold from which the Facilities to be replaced were originally financed. estates created therein by a Ground Lease or this Master Lease, In order to effect such substitution, the Facilities to be replaced notwithstanding the fact that the same person may hold one or more shall be released from the encumbrance of the related Lease and leasehold estates and such fee estate. Ground Lease by appropriate instrument executed by the School Board and the Foundation (or Trustee as assignee of the Foundation) in SECTION 6.2. Liens. Except as permitted under this ~2ster form sufficient to leave good and marketable fee simple title to Lease, during the Lease Term each of the Foundation and the School .such Facilities in the School Board subj ect only to Permitted Board shall not, directly or indirectly, create, incur, assume or Encumbrances, and the Facilities to be substituted shall likewise suffer to exist any security interest, pledge, lien, charge, encum• be incorporated in the appropriate Lease and Ground Lease brance or claim on any of the Facilities or Facility Sites or modifications. The related Schedule shall be appropriately leasehold interests therein, other than the respective rights of amended, and the related Ground Lease shall be amended or canceled the Trustee, the Foundation and the School Board as herein and replaced, to reflect such substitution. provided. The School Board shall reimburse the Foundation or the Trustee for any expense incurred by the Foundation or the Trustee There shall also be delivered at the time of substitution an in order to discharge or remove any such security interest, pledge, Opinion of Counsel addressed to the School Board, the Foundation, lien, charge, enc1.lI]ilirance or claim, provided, however, that neither the Trustee and any Credit Facility Issuer as to the legality and the Foundation nor the Trustee is under any obligation to incur validity of such substitution under the laws of the State, a policy such expense without having been provided, in advance, with any of title insurance (if required by the applicable Credit Facility amounts needed to pay such expense. Issuer) and an opinion of Counsel as described in Section 6.1 hereof with respect to the substitute Facility Site. SECTION 6.3. Use of the Facilities. The School Board will not use, or maintain the Facilities improperly I carelessly, in For purposes hereof, "fair market value" shall be determined violation of any applicable law or in a manner contrary to their on the basis of an MAI appraisal performed by an appraiser jointly use as educational facilities as contemplated by ~his Master Lease. selected by the School Board and the Trustee. The School Board shall provide all permits and licenses, if any, necessary for the acquisition, construction and installation of the Facilities. In addition, the School Board agrees to comply in all respects (including, without limitation, with respect to the use and maintenance of the Facilities) with all applicable laws of the jurisdictions in which the Facilities are located and with all applicable regulations f orders and decrees of any legislative I executive, administrative or judicial body exercising any power or jurisdiction over the Facilities; provided, however, that the School Board may contest in good faith the validity or application -38- -39- (d) No sublease by the School Board shall cause the ARTICLE VII. Facilities to be used for any purpose which would adversely affect the exclusion from federal income taxation of the ASSIGNMENT, OPTION TO PURCHASE, AND PREPAYMENT designated interest component of the Basic Lease Payments payable by the School Board under the Lease relating to such SECTION 7.~. Assignmentsj Subleasing. Facilities, or which would violate the Constitution, statutes or laws of the State, or the rules and regulations of the (A) It is understood that all right, title and interest of Department of Education; and the Foundation in and to each Lease including the right to receive Basic Lease Payments thereunder, is to be assigned by the (e) The term of any sublease cannot extend beyond the Foundation to the Trustee for the benefit of the holders of the end of the then current Lease Term, and shall be subject to Series of Certificates relating thereto, pursuant to the Assignment immediate cancellation upon the occurrence of a nonappropri• Agreement relating to such Lease. The School Board consents to ation or event of default hereunder. such assignment and agrees that upon such assignment the Trustee shall have all of the rights of the Foundation thereunder, and SECTION 7.2. Prepayment. shall be deemed to be the Foundation for all purposes of such Lease and the School Board agrees to pay to the Trustee at its principal (A) ODtional. The principal portion of the Basic Lease corporate trust office all payments payable by the School Board to Payments due under a particular Lease represented by a Series of the Foundation pursuant to such Lease, notwithstanding any claim, Certificates shall be subject to prepayment at the option of the defense, setoff or counterclaim whatsoever (whether arising from a School Board, in the manner and at the times set forth in the breach of the Lease or otherwise) that the School Board may from Schedule to this Master Lease relating to such Series. time to time have against the Foundation or any person or entity associated or affiliated therewith. (B) Extraordinary. In the event that: (B) This Master Lease and each Schedule hereto may not be (a) there shall remain in the Acquisition Account assigned by the School Board for any reason. However, Facilities relating to a particular Series of Certificates upon may be subleased, as a whole or in part, by the School Board, delivery by the School Board of a Certificate of without the necessity of obtaining the consent of the Foundation or Acceptance indicating completion of the acquisition, its assignee, subject, however, to each of the following condi• construction, installation and payment of all costs of tions: the Facilities financed under a Lease relating to such Series of Certificates (including the failure of the (a) Such Facilities may be subleased for educational or School Board to acquire any component of such Facilities) other purposes, in whole or in part, subject to the rules and an amount greater than the amount of Basic Lease Payments regulations of the Department of Education, only to an agency coming due in the immediately following Fiscal Year under or department or political subdivision of the State/ or to such Lease, or another entity or entities if, in the opinion of Special Tax Counsel, such subl.ease will not impair the exclusion from (b) there are Net Proceeds equal to or greater than ten federal income tax of the designated interest component of percent (10%) of the remaining principal portion of the Basic Lease Payments payable by the School Board under the Basic Lease Payments relating to Facilities financed Lease relating to such Facilities; under a particular Lease, as a result of damage to or destruction or condemnation of any portion of such (b) This Master Lease, and the obligations of the Facilities, and an election is made by the School Board School Board hereunder and under each Schedule hereto, shall, in accordance with .Section 5.4(b) hereof to apply the at all times during each Lease Term, remain obligations of the amount to the prepayment in part of the principal .por• School Board, and the School Board shall maintain its direct tions of Basic Lease Payments relating to such Faci• relationships with the Foundation and its assignee, lities, or notwithstanding any sublease; (c) the Lease Term is terminated for the reasons (c) The School Board shall furnish or cause to be fur• referred to in Sections 4.l(b) or 4.1(c) hereof; nished to the Foundation and its assignee a copy of any sublease agreement; then, in each case, same shall constitute an II Event of Extraordinary Prepayment". -41- -40- C-29 Each Event of Extraordinary Prepayment shall result in the Lease, or with respect to one or more particular Facilities following action, respectively: financed under Buch Lease, shall cease, terminate and become void and be discharged and satisfied in accordance with the provisions (i) With respect to (a) and (b) above, the Foundation of Section 4.l (d) hereof (or, in the case of a deposit for a and the School Board shall pay such Net Proceeds to the Trustee, portion of a Facility, modified accordingly), except the obligation and the Trustee shall deposit such funds in the respective of the School Board to make or cause to be made, Basic Lease Prepayment Accounts applicable to each Series of Certificates Payments and any Additional Lease Payments under such Lease from relating to such Leases to be used to prepay such Series of the deposit made by the School Board pursuant to this Section, and Certificates in the manner provided in the Trust Agreementj and except as provided in Section 4.2(c) hereof. In such event, the Trustee shall provide statements for such period or periods as (ii) With respect to (c) above, at the election of a shall be requested by the School Board to be prepared and filed Credit Facility Issuer the Purchase Option Price of all Facilities with the School Board and, upon the request of the School Board, shall become immediately due and payable, and the Trustee shall the Foundation or the Trustee, as appropriate, shall execute and credit the balance remaining in all Funds and Accounts for each deliver to the School Board all such instruments in recordable form Series of Certificates to the Prepayment Account for such Series, at the School Board's expense as may be desirable to evidence such and upon receipt of the Purchase Option Price of all Facilities, discharge and satisfaction. shall deposit such moneys to the credit of the related Prepayment Account for the Series relating to each such Facilities, to be used SECTION 7.4. Refunding Certificates. The Foundation shall to prepay such Series of Certificates in the manner provided in the direct the Trustee, when directed to do so by the School Board, to Trus t Agreement. issue one or more Series of refunding Certificates under a Supplemental Trust Agreement for the purpose of providing for the In the event of prepayment in part under a particular Lease, payment of all or a portion of Outstanding Series of Certificates. the School Board will provide the Trustee a revised Schedule of Simultaneously with the issuance and delivery of such Series of Lease Payments reflecting said partial prepayment. refunding Certificates the proceeds thereof shall be deposited and applied in accordance with Section 7.3 hereof. Upon the deposit as In the event of a payment in full of the Purchase Option Price aforesaid, the Trustee and the School Board shall enter into an of all Facilities financed hereunder, all covenants, agreements and amendment to the related Lease Schedule at the School Board's other obligations of the School Board under this Master Lease shall expense, in order to adjust the Lease Payments to be made under cease, terminate and become void and be discharged and satisfied such Lease to an amount sufficient to pay, as and when the same except as otherwise provided in Section 4.2{c) hereof. In such mature and become due, the principal and interest portions of the event the Trustee and the Foundation shall execute and deliver to Basic Lease Payments represented by the Series of refunding the School Board all such instruments in recordable form at the Certificates and by the original Series of Certificates to the School Board's expense as may be desirable to evidence such dis• extent that such Series has not been refunded (except to such charge and satisfaction. extent as the same may be payable out of moneys or Government Obligations deposited pursuant to Section 7.3 hereof). SECTION 7.3. Prepayment Deposit. Notwithstanding any other provision of this Master Lease, the School Board may on any date secure the payment of all or a portion of the Purchase Option Price of all Facilities under a particular Schedule hereto and the related Series of Certificates, or with the prior consent of the Credit Facility Issuer, if any, for the Series of Certificates from which the Facilities in question were originally financed, the Purchase Option Price under a Schedule relating to all or a portion of one or more particular Facilities set forth on such Schedule and a corresponding amount of Certificates of the Series relating thereto, by a deposit with the Trustee as escrow holder under an escrow deposit agreement of amounts as set forth in Section 801 of the Trust Agreement. In such event all covenants, agreements and other obligations of the School Board under the related Lease, or with respect to a portion of the Purchase Option Price of all Facilities under such -42- -43- ARTICLE VIII. effect, and, in the case of involuntary proceedings, the failure of the same to be dismissed within one hundred eighty EVE:l:ITS OF DEFAULT AND REMEDIES (180) days of the filing thereof. SECTION 8.~. Events of Default Defined. The following shall If by reason of force majeure the School Board is unable in be "events of default" under this ~3ster Lease and the terms "event whole or in part to carry out the .agreements on its part herein of default" and "default" shall mean, whenever they are used in contained, other than the obligations on the part of the School this Master Lease, anyone or more of the following events: Board contained in Article III hereof, the School Board shall not be deemed in default during the continuance of such inability. The (a) Failure by the School Board to pay in full any Term "force majeure" as used herein shall mean, without limitation, Basic Lease Payment with respect to any Lease at the time and the following: acts of God, strikes, lockouts or other industrial in the manner specified herein; disturbances; acts of public enemies, orders or restraints of any kind of the government of the United States of America or any of (b) Failure by the School Board to pay in full any its departments, agencies or officials, or any civil or military Additional Lease Payment or Supplemental Payment with respect authority; insurrections; riots; landslides; earthquakes; hurri• to any Lease at the time and in the manner specified herein, canes; fires; storms; droughts; floods; or explosions. and such failure shall continue for a period of thirty (30) days after written notice specifying such failure and Notwithstanding anything contained in this Section 8.1 to the requesting that it be remedied is given to the School Board by contrary, a failure by the School Board to pay when due any payment the Foundation, the Trustee or the related Credit Facility required to be made under this Master Lease and any Schedule hereto Issuer, if any, provided, however, that if the Authorized or a failure by the School Board to observe and perform any cov• School Board Representative certifies to the Foundation, the enant, condition or agreement on its part to be observed or per• Trustee or the related Credit Facility Issuer, if any, in formed under this Master Lease, resulting from a failure by the writing that such default cannot with due diligence be cured School Board to appropriate moneys as contemplated by Sections 3.5 within such thirty (30) day period and that the School Board and 5.11 hereof, shall not constitute an event of default under has diligently commenced to cure such default within such this Section 8.1. period, the School Board shall have a reasonable period not exceeding sixty (60) days after written notice (unless further SECTION 8.2. Remedies on Default. Whenever any event of extended by the Credit Facility Issuer, or if there be none, default referred to in Section 8.1 shall have happened and be con• the Trustee) to cure such default; tinuing, the Trustee shall have the right, without any further demand or notice except as hereinafter provided, to take one or any (c) Failure by the School Board to observe and perform combination of the following remedial steps: any covenant, condition or agreement on its part to be observed or performed hereunder, other than as referred to in (1) upon written notice to the School Board, terminate Section 8.l(a) or (b) for a period of sixty (60) days after the Lease Term of all Leases and, whether or not the Lease written notice specifying such failure and requesting that it Term is terminated, exercise all available remedies at law or be remedied is given to the School Board by the Foundation, in equity as described in Section 3.6 hereof; or the Trustee or the related Credit Facility Issuer, or any representation of the School Board in this Lease Purchase (2) take whatever action at law or in equity- as may Agreement shall have been untrue when made i provided, however, appear necessary or desirable to collect all Lease Payments or t~at if the Authorized School Board Representative certifies other payments then 9ue and thereafter to become due for the to the Foundatiofl, the Trustee or the related Credit Facility remainder of the then current Lease Term, or the Purchase Issuer, in writing that such default cannot with due diligence Option Price then due, or to enforce performance and observ• be cured within such sixty (60) day period and that the School ance of any obligation, agreement or covenant of the School Board has diligently commenced to cure such default within Board under this Master Lease. such period, the School Board shall have a reasonable period to cure such default; or SECTION 8.3. No Remedy Exclusive. No remedy herein conferred upon or reserved to the Trustee is intended to be exclusive and (d) the filing of a petition in bankruptcy (or any every such remedy shall be cumulative and shall be in addition to other commencement of a bankruptcy or similar proceeding by or every other remedy given under this Master Lease or now or here• against the School Board under any applicable bankruptcy, after existing at law or in equity, subject to any limitations set insol veney, reorganization or similar law, now or hereafter in forth in Section 3.6 hereof. -44- -45- C-30 ARTICLE IX. ~ny manner whatsoever except by written instrument signed by the MISCELLANEOUS Foundation and the School Board and, if required under the terms of the Trust Agreement, by the Trustee, and consented to by each Credit Facility Issuer. Copies of amendments shall be provided to SECTION 9.1. Notices. All notices, certificates, requests or the Rating Agencies. other communications (other than payments by the School Board) hereunder shall be in writing and shall be sufficiently given and SECTION 9.5. Execution in Counterparts. This Master Lease shall be deemed given when delivered or three (3) Business Days may be executed in several counterparts, each of which shall be an after being mailed by first class mail, postage prepaid, to the original and all of which shall constitute but one and the same parties at their respective places of business as follows (or to instrument. such other address as shall be designated by any party in writing to all other parties) : SECTION 9.6. Captions. The captions or headings in this Master Lease are for convenience only and in no way define, limit Foundation: 1450 N.E. Second Avenue Miami, Florida 33132 or describe the scope or intent of any provisions or sections of Attention: President this Master Lease. SECTION 9.7. Interest. All interest calculations hereunder School Board: 1450 N.E. Second Avenue shall be made on the basis of a 360-day year consisting of twelve Miami, Florida 33132 30-day months (unless otherwise provided with respect to Additional Attention: Superintendent of Schools Lease Payments on a Schedule hereto) . Trustee: One Financial Plaza, 13th Floor SECTION 9.8. Compliance with Trust Agreement. The School Fort Lauderdale, Florida 33394 Board hereby approves and agrees to the provisions of the Trust Attention: Corporate Trust Department Agreement. The Foundation hereby agrees not to amend or modify the Trust Agrt:;::ement in any way without the written consent of the School Board so long as this Master Lease shall be in effect. The Copies of any notices shall be provided to all Credit Facility School Board agrees to do all things within its power in order to Issuers at the addresses provided in one or more Schedules. enable the Foundation to comply with all requirements and to fulfill all covenants of the Trust Agreement which require the Notice shall also be given by the School Board to the Rating Foundation to comply with requests or obligations so that the Agencies of the occurrence of anyone or more of the following: (i) Foundation will not be in default in the performance of any the appointment of a Successor Trustee, (ii) the expiration or covenant, condition, agreement or provision of the Trust Agreement, termination of a Credit Facility, (iii) the prepayment or and the School Board further agrees to comply with and perform any defeasance of any of the Outstanding Certificates in accordance obligations to be complied with or performed by the School Board with Section 801 or 802 of the Trust Agreement or (iv) a material pursuant to the Trust Agreement. modification of or amendment to the Trust Agreement, this Master Lease, any Ground Lease, any Assignment Agreement, any Lease SECTION 9.9. Memorandum of Lease. Simultaneously with the Schedule or any Credit Facility. execution of this Master Lease and each Schedule hereto, and there• after simultaneously with the execution of any Schedule, the School SECTION 9.2. Binding Effect. This Master Lease shall inure Board and the Foundation shall each execute, acknowledge and to the benefit of and shall be binding upon the Foundation and the deliver a Memorandum of Lease with respect to the Master Lease and School Board and their respective successors and assigns, including such Schedule. Said Memorandum of Lease shall not in any circUm• without limitation the Trustee pursuant to the Assignment Agree• ment. stances be deemed to change or otherwise to affect any of the obligations or provisions of such instrument". SECTION 9.3. Severability. In the event any provision of SECTION 9.10. Applicabl"e Law. This Master Lease shall be this ~aster Lease shall be held invalid or unenforceable by any governed by and construed in accordance with the laws of the State court of competent jurisdiction, such holding shall not invalidate of Florida. or render unenforceable any other provision hereof. SECTION 9.11. Braddock High School Lease. If and only if the SECTION 9.4. Amendments. The terms of this Master Lease registered owners of two-thirds in aggregate principal amount of shall not be waived, altered, modified, supplemented or amended in the outstanding Certificates of Participation (G. Holmes Braddock ''''\~TJ:l\I....ol.l.I\o.t/LlJ'''lrll -46- -47- Senior High School Facility) Series 1993 consent to certain amend• caused t.his Mast.er ments contained in a Second Supplemental Trust Agreement dated as IN I-iITNESS WHEREOF, t.he Foundat.ion has !,-greemen,t. t.o be execut.ed in it.s corporat.e name by of August 1, 1994, between the Foundation and Chemical Bank, as Lease Purchase caused t.his duly aut.horlzed offlcers, and t.he School Board has Trustee, as evidenced by a certificate of Chemical Bank to such it.s duly aut.horized effect, the following provisions shall apply: Hast.er Lease t.o be execut.ed in it.s name by it.s and officers on t.he dat.e set. fort.h below t.heir respect.ive m8mb ers writ.t.en above. 1. The second paragraph of Section 3.5 of this Master signatures and all as of t.he day and year first. Lease shall be amended by deleting it in its entirety and replacing it with the following (additions to the original text are indicated DADE COUNTY BOARD by underlining) : [SEAL} Unless the School Board, at a public meeting held prior to the end of the then current Fiscal Year, shall give notice of its __ intent not to appropriate the funds necessary to make all Lease Bv' ~~. /---J. ) <1~! By:~ __~~~~~~~ ____ ~ -R~i-c-h-a-r-d~~H~.~H~i~n-d~s----~------ Oct.avio Payments coming due in the following Fiscal Year under this Master et.ary Lease and each Schedule hereto, and all lease payments comina due Vice President. and Treasurer President. in the followina Fiscal Year under the Amended and Restated Lease Purchase Agreement dated as of May le 1993, between Chemical Bank Dat.e: August.-/)~, 1994 as assianees of the Foundation and the School Board (the "Braddock Dat.e: August. /(, 1994 Hiah School Lease") the Superintendent shall include in the Super• intendent's tentative budget proposal the funds necessary to make THE SCHOOL BOARD OF DADE such Lease Payments and the lease nayments under the Braddock Hiah [SEAL} School Lease, and the Lease Term of all Leases shall be' automati• COUNTY, FLORIDA cally renewed on June 30 of the current Fiscal Year, for the following Fiscal Year, subject to appropriation being made by the School Board in the final official budget. If no such appropria• tion is made in the final official budget, or if no official budget By:~~~==~~=-~~~~~ is adopted as of the last day upon which a final budget is required Bet.sy Kaplan to have been adopted under Chapter 237, Florida Statutes and appli• Secret.ary Chairperson cable regulations thereunder, the Lease Term of all Leases shall terminate as of the date of adoption of the final official budget, 1994 or such last day, whichever is earlier. Dat.e: August. Dat.e: August. I~, 2. Paragraph (b) of Section 4.1 of this Master Lease shall be amended by deleting it in its entirety and replacing it with the following (additions to the original text are indicated by underlining): ' (b) with respect to all Leases, in the event of nonappropriation of funds for payment of Lease Payments or lease nayments under the Braddock Hiah School Lease, as provided in Sections 3.1, 3.4 and 3.5 of this Master Lease; 3. . There shall be added to Section 8.1 the following event of default: (e) An "event of default" shall have occurred and be continuing under the Braddock High School Lease. -48- C-31 STATE OF FLORIDA ) .TE OF FLORIDA ) ) SS: ) SS: COUNTY OF DADE ) COUNTY OF DADE ) for the said I, /?IJt!LIl J. j?f(,!ll!1!t?W a Notary Public in and that Betsy H. I, !lltiLI!]. RI{/f/JK,tlf c'JAJ , a Notary Public in and for the said county in the State aforesaid, do hereby certify to me to be the county in the State aforesaid, do hereby certify that Octavio J. Kaplan and Octavio J. Visiedo, personally known I as Chairperson and Visiedo and Richard H. Hinds, personally known to me to be the same same persons whose names are, respectively persons whose names are, respectively, as President and Secretary and Secretary, respectively, of THE SCHOOL DISTRICT superintendent instrument, and Vice President and Treasurer, respectively, of DADE COUNTY OF DADE COUNTY, FLORIDA, subscribed to the foregoing SCHOOL BOARD FOUNDATION, INC. , a Florida not- for-profit before me this day in person and severally acknowledged appeared with the corporation, subscribed to the foregoing instrument, appeared being thereunto duly authorized, signed, sealed that they, as the before me this day in person and severally acknowledged that they, said School Board, and delivered the said instrument seal of own free being thereunto duly authorized, signed, sealed with the seal of and voluntary act of said corporation and as their free set forth. said corporation, and delivered the said instrument as the free and and voluntary act, for the uses and purposes therein voluntary act of said corporation and as their own free and of August, voluntary act, for the uses and purposes therein set forth. GIVEN under my hand and notarial seal this ~ay GIVEN under my hand and notarial seal this ~ay of August, 1994. 1994. ~~CXI/5-(a3 NOTARYlkuBtIC, STATE OF FLORIDA ,/ NOTA.t<.Y PUBLIC SEAL OF OFFICE: NOTARY PUBLIC SEAL OF OFFICE: (Nl.me or Noury ?\Iblie, Print, Su.mp or Type" CommiHioncd.) (N:unc of NOLl'Y Public, Print, Sump or Type" Comm",ioocd 1 ~ Personally known to me, or o Produced identification: ______(Type of lJcnlJrOClhOll N Personally kno',..rn to me, or P,oduccdl Produced identification: o ------DID take an oath, or .~DID NOT take an oath. H::l.?.ry '(:.:~X,::. Sz ,. ::" .' (Type of IdenGfiCl~O ·51, - SO· EXHIBIT A "Series Credit Facility" shall mean FORM OF SCHEDULE TO MASTER LEASE "Series Credit Facility Issuer" shall mean PURCHASE AGREEMENT ----- SCHEDULE NO. "Series Facilities" shall mean the Facilities des- dated cribed in this Schedule No. to Master Lease Purchase Agreement dated as of "Series Facility Sites" shall mean the Facility Sites , ~994 between ----,--.,....--- described in this Schedule No. _____ , to be ground leased by the Dade County School Board Foundation, Inc., School Board to the Foundation, as the same may be amended or as Lessor (the "Foundation") supplemented from time to time. and "Series Ground Lease" shall mean the Series Ground Lease dated as of between the School Board as Lessor and the The School Board of Dade County, Florida Foundation as Lessee, as amended or supplemented from time to time. as Lessee (the "School Board") "Series Supplemental Trust Agreement" shall mean the Series Supplemental Trust Agreement dated as of entered into THIS SCHEDULE NO. (the "Schedule") is hereby between the Foundation and the Trustee. to that certain Master Lease Purchase Agreement under and pursuant to , ~994 (the "Master Lease"), pursuant SECTION 2. Lease Term. The total of all Lease Terms of the dated as of School Foundation has agreed to lease-purchase unto the Lease are expected to be approximately years which the from the and the School Board has agreed to lease-purchase consisting of an "Original Term" of approximately Board the Master Lease Foundation, subject to the terms and conditions of ( __ ) months from , through and including June 30, herein described incorporated herein, the Series Facilities and ( ) Renewal Terms, the first () Renewal lt Lease with (the 1fSeries Facilities ). The Master Terms of twelve (12) months, each from July 1 through and including and supplemented respect to this Schedule and as amended, modified June 30 of the next succeeding calendar year, and the Lease". All terms hereby, is referred to herein as the "Series <____ } Renewal Term of approximately ( ) months the respective meanings set defined herein shall have from July 1, I through and including not otherwise the in the Master Lease, or in the Trust Agreement, including Each Lease Term shall be subject to annual renewal pursuant to the forth All terms and Supplemental Trust Agreement. provisions of Article III of the ~~ster Lease. Series otherwise amended conditions contained in the Master Lease, unless reference. or superseded hereby are incorporated herein by SECTION 3. Series Facilities to be Lease Purchased. The Series Facilities to be leased purchased under the Series Definitions. For purposes of the Series Lease are described as follows: SECTION~. forth below. Lease the following terms have the meaning set A. General Description of the Series Facilities Assignment "Assignment Agreement" shall mean the Series to be Lease Purchased: the Foundation Agreement dated as of , 1994, between and the Trustee.- mean the "Certificates" or Series of Certificates" shall dated as of $ Certificates of participation, Series B. Estimated Costs of the Series Facilities: issued under the Trust Agreement and evidencing _-:-:_:-:---:-_' thereof in Basic Facility Project undivided proportionate interests of the owners pursuant to the Facility Site Planning Construction Cost Lease Payments to be made by the School Board Master Lease. "Commencement Date" for the Series Lease is A - ~ A - 2 C-32 Leased SERIES FACILITIES (COMPOSITE) SECTION 4. Series Facility Site(s) to be Ground legal descrip• to the Foundation and Permitted Encumbrances. The Ground Leased to BASIC REMAINING tion of the Series Facility Site(s) to be LEASE INTEREST in addition to those PAYMENT PRINCIPAL PRINCIPAL the Foundation and Pennitted Encumbrances DATE PAYMENT PORTION PORTION PORTION specified in the ~~ster Lease is (are) as follows: SECTION 5. Application of Certain Proceeds of Series sums in the [Provide Basic Lease Payment Schedule for Certificates. The Trustee shall deposit the following of the Series each Facility or group of Facilities following accounts from the proceeds financed hereunder] Certificates: Account SECTION 7. Additional Lease Payments. Additional Lease Amount Payments with respect to the Series Certificates consist of the following: Series Acquisition Account $_----• Series Cost of Issuance Subaccount $_---• l. Trustee Fees: Series Reserve Account $_----- Lease Paymenc Account $ * Series 2. Trustee Expenses: SECTION 8. Preoayment Provisions. In addition to [or in lieu *Represents accrued interest. of] the prepayment provisions of Section 7.2 of the Master Lease, the principal portion of the Basic Lease Payments due as provided The principal portion and SECTION 6. Basic Lease Payments. in Section 6 of this Schedule are subject to the following prepay• of the Basic Lease Payments, the Payment Dates the interest portion __ __ ment provisions: Remaining Principal Portion with respect to the Series and the Certificates Facilities to be lease purchased and the Series A. ODtional Preoayment such Facilities are set forth below. If, upon attributable to of of the Certificate of Acceptance indicating completion delivery payment of all the acquisition, construction, installation and the School Board costs of the Series Facilities, or if to acquire one or more components of the Series detennines not and E. Extraordinarv Preoayment Facilities, it is determined that the cost of, the actual amount of Basic Lease Payments for a Series consequently at Facility is different from the amount set forth herein to reflect the SECTION 9. Other Special Provisions. closing, this Section shall be revised as necessary Series adjusted Schedule of Basic Lease Payments for all individual Series A. The School Board hereby confirms its representations, Facilities to be lease purchased, and for each Facilitfes to be lease covenants and warranties set forth in Section 2.10 of the Master Facility or group of Series Lease, except that all references therein to the Master Lease shall purchased. be 'deemed to refer to the Master Lease as supplemented by this Schedule No. , and except as otherwise provided below. The portion of the Basic Lease Payments represented The Interest annual Foundation hereby confirms its representations, covenants and Series Certificates, expressed as an by . the rates set warranties set forth in Section 2.11 of the Master Lease, except interest rate, is exempt. from the limitations on interest since the Series that all references therein to the Master Lease shall be deemed to forth in Section 215.84, Florida Statutes, three highest rating refer to the Master Lease as supplemented by this Schedule No. Certificates are rated within the _____ , and except as otherwise provided below. categories by a nationally recognized rating service. A - 3 A - 4 EXRIBIT B B. Notices. Copies of all matters reauired to be given to SCHOOL BOARD'S CERTIFICATE ~ Credit Facility Issuer pursuant to the ~ster Lease shall be given to the Series Credit Facility Issuer at the Chairperson of the School Board of Dade £ollowing address: I, the undersigned to (the ltSchool Board"), do hereby certify pursuant County, Florida School of the Master Lease Purchase Agreement between the the terms Inc. (the Board and Dade County School Board Foundation, ) dated as of , 1994 and Schedule No. 11 Foundationll as follows: thereto dated (collectively, the "Lease"), Foundation, 1. The School Board has, as agent for the in Schedule acquired the Series Facilities described IN WITNESS WHEREOF, the Foundation has caused this Schedule No. No. to be executed in its corporate name by its duly authorized Board's 2. Such Series Facilities meet the School officers, and the School Board has caused this Schedule No. to have been acquired to the School be executed in its name by its duly authorized members or officers specifications therefor, and This certificate constitutes the acceptance on the date set forth below their respective signatures and all of Board's satisfaction. by for such Series Facilities required the day and year first written above. certificate the Master Trust Section 2.3 of the Master Lease and Section 402 of the Foundation and Agreement dated as of I 1994 between Florida, as Trustee. ISEAL] DADE SCHOOL BOARD FOUNDATION, such Series Facilities is as INC. 3. The actual cost of Attest: follows: By: By: ______------Facilities 4. The Completion Date for such Series I SEAL] . THE SCHOOL BOARD OF DADE is: COUNTY, FLORIDA Attest: No. 5. Terms defined in the Master Lease and Schedule meanings in this By: ______thereto and used in this certificate have the same By: Master Lease and ------certificate as are ascribed to such terms in the Schedule No. thereto. THE SCHOOL BOARD OF DADE COUNTY, FLORIDA By: ______Name: Title: Chairperson Date: ______ DADE COUNTY SCHOOL BOARD FOUNDATION, INC. By: ______Name: Title: President Date: ______ A - 5 B-1 C-33 ! "#$%%&##'(%)$*#*+*++*#,-.'* / #'$#+&&##*&& C-34 "+0& XC@S@6T $&'%&'+* %0&$.&# &%+*; <0#(&&&&+4'3*& O&&+P/ ( 0& %0. ' - ** & $+ .'* # +0& +0&'+0*# -'%#&+-0.&'#-&'+*-*%+F&+0&'&*#'&*+%*.*+##$&' 70*%0 3&'* ( - +0& %0. *#+'*%+ - ** & $+ .'* "+0& O &##&&P ' +0& &&+#+ &%+*; <'&+$*-'= O %0. 'P/ +0& ** & $+ %0. ' $+* % + -' 4'-*+ %'4'+*'*5&&6*#+*$&'+0&.7#-+0& ++&-.'*"+0&O &##'P'+0& IPX UC@S@APS@ UCDT 6H@I9H@IU UP UC@ H6TU@S G@6T@ O$+*P/ 0& , - &7 ', &.. 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' 4+&&('$'@ A?:>= +'%+'# #0.. (& '&)$*'& + 4'3*& ($*.&'#R .. '*#, 4'4&'+ & *#$'%& * $+ + .&## +0 +0& -$.. 3.$& - .. 7', * 4.%& XC@S@6T $&' &%+*; <-+0& '**.#+&' &#& +0& '**.#+&' &#& +&'*.#&)$*4&+4'3*&'&.*3&'&(&%0#$44.*&' 0&'$#+&& %(&&&O(7'*++&*#+'$&+#*&(+0& %0.'+0&$+* *- +0&$+*#0..(&&#*+*.*#$'&#.##4&F&'&3&' '&)$*'&$&'+0&+&'#-+0&'$#+'&&&+ (+0&'$#+&& %#&+&+(&%0'&*+ +0& %0. ' *# + (& # & #0.. (& &+*+.& + 7'*++& +*%& - %*.*+##$&'=P %%&..+*++0&#&&6+&+#+0& %0.' MIA 185099753v4 MIA 185099753v4 0& %0. ' #0.. $'* +0& &#& &' 4$'%0#& *+* (, %%$+ (& $&' +0& %+'. - +0& %0. ' + (& 4'4&'+ *#$'%& %3&'& * $+ + .&## +0 FA?? ??? ??? 4&' %*.&7*+0+0&' %0.'&#= %%$''&%& *#+ #$%0 '*#,# * #$%0 $+# # '& %$#+'*. *#$'& *#+*%&%+*7*+0+0&4&'+*--%*.*+*&#%4'(.&*#*5&#%4& "/ +0&&3&++0&#&.- *#$'%&4''#0..(&*#%+*$& +0& + +0& %*.*+*&# +0& %0. 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T@8UDPI' @AA@8UDW@96U@ 0*#&&+#0..(&%&&--&%+*3&$4 (&44.*'3*&* &%+*D <"/ &%+*D <"(/0&'&- &6&%$+*(+0& %0.' +0&$+*+0&'$#+&&+0&%#&+-+0&0.&'#- O'*+*4'*%*4.$+-+0& $+#+*&'+*-*%+&#'7*+0+0&%#&+-+0&'&.+& '&*+%*.*+##$&' *- *.*&$-+0&%#&+-+0&0.&'#-&'+*-*%+&#*+*#$'&# @ ; < &%+*; <-+0& '**.#+&' &#&*#0&'&(&.&+&**+#&+*'&+*.*&$ +0&'&-+0&-..7*#0..(&*#&'+&"*#&'+#'&**%+&($(.&$&'.**&.&+*# (#+'*,&+0'$0/C ; < &&+# 0&+&'#-+0*##+&' &#& %0&$.&0&'&+#0..+(&7*3& .+&'& *-*& #$44.&&+& ' && * &' 70+#&3&' &6%&4+ ( 7'*++& *#+'$&+ #*&(+0&$+*+0& %0.' *-'&)$*'&$&'+0& +&'#-+0&'$#+'&&&+ (+0&'$#+&& %#&+&+(&%0 '&*+ %*.*+ ##$&' 4*&# - &&+# #0.. (& 4'3*& + +0& +*&%*&# 6%&4+#+0&'7*#&4'3*&0&'&* +0&%#&+-+0& 0.&'# - + .&#+ O'*+ * 4'*%*4. $+ - #$%0 &'+*-*%+&# $+#+* 70 '& --&%+& ( #$%0 7*3&' .+&'+* *-*%+* #$44.&&+ ' &&+ #0.. (& '&)$*'& !*+0 '&%+ + *#$'& &'+*-*%+&# +0&'&.+&'&*+%*.*+##$&' *- #0..%#&+*.*&$ -+0&%#&+-+0&0.&'#-&'+*-*%+&#*+*#$'&# +7*+0#+* +0&-'&* %0&$.&(&&&7*+0$+(+**+0&%#&+ -+0&0.&'#-+0&--&%+&&'+*-*%+&#'-'&*+%*.*+##$&' *- -'+0&4$'4#&-":/*.&.&#%'*4+*L'+0&4&'*++& MIA 185099753v4 MIA 185099753v4 ! ! +0&'$#+&&0#%$#&+0*#&&++#+&' &#& $'%0#&'&&&++(&&6&%$+&**+#%'4'+&&(*+#$.$+0'*5&--*%&' +0& $+*0#%$#&+0*#&&++#+&' &#& $'%0#&'&&&++(&&6&%$+&* *+# & ( *+# $. $+0'*5& &(&'# ' --*%&'# +0& %0. ' 0# %$#& +0*# &&+ + #+&' &#& $'%0#& '&&&+ + (& &6&%$+& * *+# & ( *+# $. $+0'*5&&(&'#'--*%&'#..#-+0&--&%+*3&+& 8 9 HD6HD969@T8CPPG7P6S9 APVI96UDPIDI8 ++&#+C C C &'&'&5 P$*+0'+& ##*#++ &%'&+' H*%& '&#*&+ 8 9 UC@T8CPPG7P6S9PAHD6HD969@ 8PVIU`AGPSD96 ++&#+C [THIS PAGE INTENTIONALLY LEFT BLANK] C C .(&'+ '3.0 &'.('&#+ &%'&+' 0*' UC@76IFPAI@X`PSFH@GGPI USVTU8PHQ6I`I6 #'$#+&& C *&*#0 H*%& '&#*&+ MIA 185099753v4 C-36 SCHEDULE 2008B-1 dated as of May 1, 2008 As Amended and Restated as of September 1, 2008 As Amended and Restated as of May 1, 2010 As Amended and Restated as of May 1, 2013 As Amended and Restated as of July 1, 2015 As Amended and Restated as of July 15, 2015 As Amended and Restated as of December 1, 2015 As further Amended and Restated as of April 1, 2016 to the Master Lease Purchase Agreement dated as of August 1, 1994 Among The Bank of New York Mellon Trust Company, N.A., (successor by acquisition to NationsBank of Florida, N.A.) as Trustee and Assignee and Miami-Dade County School Board Foundation, Inc. as Lessor (the “Foundation”) and The School Board of Miami-Dade County, Florida, as Lessee (the “School Board”) THIS AMENDED AND RESTATED SCHEDULE 2008B-1 (the “Schedule 2008B-1”) is hereby entered into as of April 1, 2016, under and pursuant to that certain Master Lease Purchase Agreement dated as of August 1, 1994 (the “Master Lease”), pursuant to which the Foundation has agreed to finance and lease purchase unto the School Board and the School Board has agreed to lease purchase from the Foundation, subject to the terms and conditions of the Master Lease incorporated herein, the Series 2008B-1 Facilities herein described. The Trustee, as Assignee of the Foundation, hereby demises, leases and subleases to the School Board, and the School Board hereby hires, takes, leases and subleases from the Trustee, the Series 2008B-1 Facilities and the Series 2008B-1 Facility Sites described herein together with the rights described in clauses (i), (ii) and (iii) of Section 1 in the Series 2008B-1 Ground Lease (hereinafter defined). The Master Lease with respect to this Schedule and as modified and supplemented hereby, is referred to herein as the “Series 2008B-1 Lease.” All terms and conditions contained in the Master Lease, unless otherwise amended or superseded hereby are incorporated herein by reference. Section 1. Definitions. For purposes of the Series 2008B-1 Lease the following terms have the meanings set forth below. All terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Master Lease, or in the Trust Agreement, the Series 2013A Supplemental Trust Agreement with respect to the Series 2013A Certificates, the Series 2015B Supplemental Trust Agreement with respect to the Series 2015B Certificates, the Series 2015C MIA 185090134v5 C-37 Supplemental Trust Agreement with respect to the Series 2015C Certificates, the Series 2015D (iii) With respect to Series 2015D Interest and Series 2016C Interest, each January 15 Supplemental Trust Agreement with respect to the Series 2015D Certificates and the Series 2016C and July 15, commencing January 15, 2016 with respect to the Series 2015D Supplemental Trust Agreement with respect to the Series 2016C Certificates. Certificates, and July 15, 2016 with respect to the Series 2016C Certificates. “Assignment Agreement” shall mean the Series 2008B Assignment Agreement dated as of May “Series 2008B Certificates” shall mean the $538,305,000 aggregate principal amount of 1, 2008, between the Foundation and the Trustee. Certificates of Participation, Series 2008B Evidencing Undivided Proportionate Interests of the Owners thereof in Basic Lease Payments to be made by the School Board of Miami-Dade County, Florida, as “Certificates” or “Series of Certificates” shall mean collectively the portion of the Series 2013A Lessee, pursuant to a Master Lease Purchase Agreement with Miami-Dade County School Board Certificates, Series 2015B Certificates, Series 2015C Certificates, Series 2015D Certificates and Series Foundation, Inc., as Lessor. 2016C Certificates, representing a portion of the Basic Lease Payments to be made by the School Board pursuant to the Series 2008B-1 Lease. “Series 2008B Credit Facility” shall mean the municipal bond insurance policy issued by the Series 2008B Credit Facility Issuer on May 28, 2008, insuring payment of the principal portions and “Closing Date” means the date of delivery of the Series 2008B Certificates to the respective interest portions of Basic Lease Payments represented by the Series 2008B Certificates when due. Series 2008B Underwriters against payment therefor. “Series 2008B Credit Facility Issuer” shall mean Assured Guaranty Corp., or any successor “Commencement Date” for the Series 2008B-1 Lease is the Closing Date. thereto or assignee thereof, insuring payment of the principal portions and interest portions of Basic Lease Payments represented by the Series 2008B Certificates when due. “Lease Payment Dates” shall mean with respect to the Series 2008B-1 Lease, “Series 2008B-1 Facilities” shall mean the Facilities described in this Schedule 2008B-1, as this (a) as to the principal portion of Basic Lease Payments, Schedule 2008B-1 may be further amended or supplemented from time to time. (i) with respect to the Series 2013A Certificates, Series 2015B Certificates, and Series “Series 2008B-1 Facility Sites” shall mean the Facility Sites described in this Schedule 2008B-1 2015C Certificates, April 15, in the years set forth on Exhibit C-2 hereto; and to be ground leased by the School Board to the Foundation, as the same may be further amended or supplemented from time to time. (ii) with respect to the Series 2015D Certificates and the Series 2016C Certificates, January 15, in the years set forth on Exhibit C-2 hereto; and “Series 2008B Ground Lease” shall mean the Series 2008B Ground Lease dated as of May 1, 2008, as amended by First Amendment thereto dated as of September 1, 2008, and by a Second (b) as to the interest portion of Basic Lease Payments: Amendment thereto dated as of May 1, 2010, between the School Board, as Lessor, and the Foundation, as Lessee, as the same may be further amended or supplemented from time to time. (i) with respect to Series 2015B Interest and Series 2015C Interest, each April 15 and October 15. “Series 2013A Certificates” shall mean the $68,230,000 aggregate principal amount of Certificates of Participation, Series 2013A Evidencing Undivided Proportionate Interests of the Owners (ii) with respect to Series 2013A Interest, thereof in Basic Lease Payments to be made by the School Board of Miami-Dade County, Florida, as Lessee, pursuant to a Master Lease Purchase Agreement with Miami-Dade County School Board (A) determined at a Daily Rate, Weekly Rate and Index Floating Rate, two Foundation, Inc., as Lessor. (2) Business Days prior to each applicable Interest Payment Date; “Series 2013A Interest” shall mean the interest portion of Basic Lease Payments due under the (B) determined initially at a Long-Term Rate, each April 15 and October 15, Series 2008B-1 Lease represented by the Series 2013A Certificates allocable to the Series 2008B-1 Lease. commencing on October 15, 2013, and after a Conversion, the first April 15 or October 15 specified by the School Board in its notice of Conversion; “Series 2013A Principal” shall mean the principal portion of Basic Lease Payments due under the Series 2008B-1 Lease represented by the Series 2013A Certificates allocable to the Series 2008B-1 (C) determined at a Short-Term Rate or Rates in a Certificate Interest Term, Lease. five (5) Business Days prior to each respective Interest Payment Date related to such rate or rates; “Series 2013A Supplemental Trust Agreement” shall mean the Series 2013A Supplemental Trust Agreement dated as of May 1, 2013, between the Foundation and the Trustee. (D) for Provider Certificates, each date on which interest on the Provider Certificates is due and payable in accordance with the provisions of the Liquidity “Series 2013A Underwriters” means Morgan Stanley & Co. LLC, Barclays Capital Inc., Loop Facility or any reimbursement or similar agreement entered into between the Capital Markets, LLC, Ramirez & Co., Inc. and Wells Fargo Bank, National Association. School Board and the Liquidity Provider. “Series 2015B Certificates” shall mean the $239,630,000 aggregate principal amount of Certificates of Participation, Series 2015B Evidencing Undivided Proportionate Interests of the Owners MIA 185090134v5 2 MIA 185090134v5 3 thereof in Basic Lease Payments to be made by the School Board of Miami-Dade County, Florida, as “Series 2015D Underwriters” shall mean Merrill Lynch, Pierce, Fenner & Smith Incorporated, Lessee, pursuant to a Master Lease Purchase Agreement with Miami-Dade County School Board Blaylock Beal Van, LLC, Cabrera Capital Markets, LLC, Citigroup Global Markets Inc., Estrada Foundation, Inc., as Lessor. Hinojosa & Company, Inc. and Ramirez & Co., Inc. “Series 2015B Interest” shall mean the interest portion of Basic Lease Payments due under the “Series 2016C Certificates” shall mean the $[PAR] aggregate principal amount of Certificates Series 2008B Leases represented by the Series 2015B Certificates allocable to the Series 2008B-1 Lease. of Participation, Series 2015D Evidencing Undivided Proportionate Interests of the Owners thereof in Basic Lease Payments to be made by the School Board of Miami-Dade County, Florida, as Lessee, “Series 2015B Principal” shall mean the principal portion of Basic Lease Payments due under pursuant to a Master Lease Purchase Agreement with Miami-Dade County School Board Foundation, the Series 2008B Leases represented by the Series 2015B Certificates allocable to the Series 2008B-1 Inc., as Lessor. Lease. “Series 2016C Interest” shall mean the interest portion of Basic Lease Payments represented by “Series 2015B Supplemental Trust Agreement” shall mean the Series 2015B Supplemental the Series 2016C Certificates allocable to the Series 2008B-1 Lease. Trust Agreement dated as of July 1, 2015, between the Foundation and the Trustee. “Series 2016C Principal” shall mean the principal portion of Basic Lease Payments represented “Series 2015B Underwriters” means Citigroup Global Markets Inc., Merrill Lynch Pierce, by the Series 2016C Certificates allocable to the Series 2008B-1 Lease. Fenner & Smith Incorporated, Blaylock Beal Van, LLC, Cabrera Capital Markets, LLC, Estrada Hinojosa & Company, Inc. and Ramirez & Co., Inc. “Series 2016C Supplemental Trust Agreement” shall mean the Series 2016C Supplemental Trust Agreement dated as of April 1, 2016, between the Foundation and the Trustee. “Series 2015C Certificates” shall mean the $33,565,000 aggregate principal amount of Certificates of Participation, Series 2015C Evidencing Undivided Proportionate Interests of the Owners “Series 2016C Underwriters” shall mean Wells Fargo Bank, National Association, Loop thereof in Basic Lease Payments to be made by the School Board of Miami-Dade County, Florida, as Capital Markets LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, PNC Capital Markets LLC, Lessee, pursuant to a Master Lease Purchase Agreement with Miami-Dade County School Board Raymond James & Associates Inc. and RBC Capital Markets LLC. Foundation, Inc., as Lessor. Section 2. Lease Term. The total of all Lease Terms of the Series 2008B-1 Lease are “Series 2015C Interest” shall mean the interest portion of Basic Lease Payments due under the expected to be approximately twenty-five (25) years consisting of an “Original Term” of approximately Series 2008B-1 Lease represented by the Series 2015C Certificates. one (1) month from the Commencement Date through and including June 30, 2008, twenty-four (24) Renewal Terms of twelve (12) months, each from July 1 through and including June 30 of the next “Series 2015C Principal” shall mean the principal portion of Basic Lease Payments due under succeeding calendar year, commencing July 1, 2008 and ending June 30, 2032, and a final Renewal Term the Series 2008B-1 Lease represented by the Series 2015C Certificates. commencing July 1, 2032, and ending May 1, 2033, provided that on such date no Series 2008B Certificates are “Outstanding” under the Trust Agreement. Each Lease Term shall be subject to annual “Series 2015C Supplemental Trust Agreement” shall mean the Series 2015C Supplemental renewal pursuant to the provisions of Article II of the Master Lease. Trust Agreement dated as of July 15, 2015, between the Foundation and the Trustee. Section 3. Series 2008B-1 Facilities Lease Purchased. A general description of the Series “Series 2015C Underwriter” means Merrill Lynch, Pierce, Fenner & Smith Incorporated. 2008B-1 Facilities and the estimated costs of the Series 2008B-1 Facilities lease-purchased under the Series 2008B-1 Lease are set forth in Exhibit A hereto. The School Board reserves the right to substitute “Series 2015D Certificates” shall mean the $345,890,000 aggregate principal amount of other facilities for the facilities set forth herein, in accordance with the requirements of the Master Lease. Certificates of Participation, Series 2015D Evidencing Undivided Proportionate Interests of the Owners thereof in Basic Lease Payments to be made by the School Board of Miami-Dade County, Florida, as Section 4. Series 2008B-1 Facility Sites Ground Leased to the Foundation and Lessee, pursuant to a Master Lease Purchase Agreement with Miami-Dade County School Board Permitted Encumbrances. The legal descriptions of the Series 2008B-1 Facility Sites ground leased to Foundation, Inc., as Lessor. the Foundation and Permitted Encumbrances (in addition to those specified in the Master Lease) are set forth in Exhibit B hereto. Substitutions may be made in accordance with the requirements of the Master “Series 2015D Interest” shall mean the interest portion of Basic Lease Payments represented by Lease and the Series 2008B Ground Lease. the Series 2015D Certificates allocable to the Series 2008B-1 Lease. Section 5. Application of Certain Proceeds of Certificates. “Series 2015D Principal” shall mean the principal portion of Basic Lease Payments represented by the Series 2015D Certificates allocable to the Series 2008B-1 Lease. Series 2008B Certificates “Series 2015D Supplemental Trust Agreement” shall mean the Series 2015D Supplemental Pursuant to the provisions of Section 402 of the Series 2008B Supplemental Trust Agreement the Trust Agreement dated as of December 1, 2015, between the Foundation and the Trustee. Trustee deposited the following sums attributable to the Series 2008B-1 Facilities to be lease purchased hereunder in the following accounts from the proceeds of the Series 2008B Certificates: MIA 185090134v5 MIA 185090134v5 4 C-38 5 Amount Account Amount Account $51,895,606.38 School District of Miami-Dade County, Florida, $99,202,874.97 Escrow Deposit Trust Fund Revenue Anticipation Renewal Notes, Series $136,125.96 Series 2015D Cost of Issuance Account 2008A Note Debt Service Fund $369,028,808.62 Series 2008B Acquisition Account Series 2016C Certificates. $359,239.73 Series 2008B Cost of Issuance Subaccount Pursuant to the provisions of Section 402 of the Series 2016C Supplemental Trust Agreement the Trustee will deposit the following sums attributable to the Series 2008B-1 Facilities lease purchased in Series 2013A Certificates the following accounts from the proceeds of the Series 2016C Certificates: Pursuant to the provisions of Section 402 of the Series 2013A Supplemental Trust Agreement the Amount Account Trustee will deposit the following sums attributable to the Series 2008B-1 Facilities lease purchased in the following accounts from the proceeds of the Series 2013A Certificates: $______Escrow Deposit Trust Fund $______Series 2016C Cost of Issuance Account Amount Account $33,539,271.62 Escrow Deposit Trust Fund Section 6. Basic Lease Payments. $98,742.15 Series 2013A Cost of Issuance Account (a) Principal Portion of Basic Lease Payments. The principal portion of the Basic Lease Series 2015B Certificates Payments, the Lease Payment Dates (April 15 and January 15, as the case may be) with respect to the principal portion with respect to the Series 2008B-1 Facilities lease purchased which amounts are Pursuant to the provisions of Section 402 of the Series 2015B Supplemental Trust Agreement the represented by the Certificates attributable to such Facilities are set forth in Exhibit C. If, upon delivery Trustee will deposit the following sums attributable to the Series 2008B-1 Facilities lease purchased in of the Certificate of Acceptance indicating completion of the acquisition, construction, installation and the following accounts from the proceeds of the Series 2015B Certificates: payment of all costs of the Series 2008B-1 Facilities, or if the School Board determines not to acquire, Amount Account construct or install one or more components of the Series 2008B-1 Facilities, it is determined that the cost of, and consequently the actual amount of Basic Lease Payments for, the Series 2008B-1 Facilities is $196,155,432.49 Escrow Deposit Trust Fund different from the amount set forth herein, Exhibit C shall be revised as necessary to reflect the adjusted $347,910.57 Series 2015B Cost of Issuance Account Schedule of Basic Lease Payments for the Series 2008B-1 Facilities lease-purchased. The Schedule of Basic Lease Payments shall be no less than the aggregate of the principal and interest payments with respect to the portion of the Series 2013A Certificates, Series 2015B Certificates, Series 2015C Series 2015C Certificates Certificates, Series 2015D Certificates and Series 2016C Certificates relating to the Series 2008B-1 Facilities, and shall only be amended (i) in the event of a prepayment or a prepayment deposit of the Pursuant to the provisions of Section 402 of the Series 2015C Supplemental Trust Agreement the principal portion of Basic Lease Payments represented by such portion of such Certificates pursuant to Trustee will deposit the following sums attributable to the Series 2008B-1 Facilities lease purchased in Section 7.2 or 7.3 of the Master Lease, and prepayment or defeasance of a portion of such Certificates the following accounts from the proceeds of the Series 2015C Certificates: pursuant to Article III of the Series 2013A Supplemental Trust Agreement, the Series 2015B Supplemental Trust Agreement, Series 2015C Supplemental Trust Agreement, Series 2015D Amount Account Supplemental Trust Agreement or the Series 2016C Supplemental Trust Agreement, as the case may be, $38,713,955.10 Escrow Deposit Trust Fund or Section 801 of the Master Trust Agreement, or (ii) with respect to Series 2013A Principal, in connection with a Conversion in accordance with the Series 2013A Supplemental Trust Agreement, in $200,310.67 Series 2015C Cost of Issuance Account order to maintain substantially level payments of Series 2013A Principal and Series 2013A Interest. Series 2015D Certificates. (b) Series 2013A Interest. The Series 2013A Interest represented by the Series 2013A Certificates initially shall be calculated in accordance with Section 202(d) of the Series 2013A Pursuant to the provisions of Section 402 of the Series 2015D Supplemental Trust Agreement the Supplemental Trust Agreement. Trustee will deposit the following sums attributable to the Series 2008B-1 Facilities lease purchased in the following accounts from the proceeds of the Series 2015D Certificates: (c) Series 2015B Interest. The interest portion of the Basic Lease Payments and Interest Payment Dates (April 15 and October 15) with respect to the Series 2008B-1 Facilities to be lease purchased which amounts are represented by the Series 2015B Certificates attributable to such Series 2008B-1 Facilities are set forth in Exhibit C-2. MIA 185090134v5 6 MIA 185090134v5 7 (d) Series 2015C Interest. The interest portion of the Basic Lease Payments and Interest Series 2013A Certificates Payment Dates (April 15 and October 15) with respect to the Series 2008B-1 Facilities to be lease purchased which amounts are represented by the Series 2015C Certificates attributable to such Series 1. Trustee Fees: Acceptance Fee of $750. 2008B-1 Facilities are set forth in Exhibit C-2. Annual administration fee of $3,500, payable annually in advance, plus activity charges. (e) Series 2015D Interest. The interest portion of the Basic Lease Payments and Interest 2. Trustee Expenses: $1,500 for counsel fees, plus out-of-pocket expenses billed at cost. Payment Dates (January 15 and July 15) with respect to the Series 2008B-1 Facilities to be lease purchased which amounts are represented by the Series 2015D Certificates attributable to such Series 3. Remarketing Agent During any period in which a Remarketing Agent is acting under the 2008B-1 Facilities are set forth in Exhibit C-2. Fee: Trust Agreement, the fees and expenses set forth in an agreement (f) Series 2016C Interest. The interest portion of the Basic Lease Payments and Interest Payment with such Remarketing Agent. Dates (January 15 and July 15) with respect to the Series 2008B-1 Facilities to be lease purchased which amounts are represented by the Series 2016C Certificates attributable to such Series 2008B-1 Facilities 4 Liquidity Provider While a Liquidity Facility credit enhances the Series 2013A are set forth in Exhibit C-2. Fee: Certificates, the fees and expenses set forth in an agreement with the provider of such Liquidity Facility. At the election of the School Board in accordance with the provisions of the Series 2013A Supplemental Trust Agreement, the calculation of the Series 2013A Interest may be converted to a Daily Rate, Weekly Rate, Short-Term Rate or Rates, Long-Term Rate, and\or Index Floating Rate,, and Series The fees set forth in the table above with respect to Series 2013A Certificates include services under 2013A Interest with respect to the converted Series 2013A Certificates shall be determined at Daily Rate, Schedule 2006A-1, Schedule 2006B-1, Schedule 2007A-1, Schedule 2007-1 and Schedule 2008B-1. Weekly Rate, Short-Term Rate or Rates, Long-Term Rate, and\or Index Floating Rate, as the case may be, payable on the applicable Lease Payment Dates for Series 2013A Certificates in such Interest Rate Series 2015B Certificates Period or Periods. The interest portion of the Basic Lease Payments represented by the Series 2008B Certificates, 1. Trustee Fees: Acceptance Fee of $1,500. the Series 2013A Certificates, the Series 2015B Certificates, the Series 2015C Certificates, the Series Annual administration fee of $2,975, payable annually in advance, 2015D Certificates and the Series 2016C Certificates, expressed as an annual interest rate, is exempt from plus activity charges. the limitations on interest rates set forth in Section 215.84, Florida Statutes, since the Series 2008B 2. Trustee Expenses: $1,500 for counsel fees, plus out-of-pocket expenses billed at cost. Certificates, the Series 2013A Certificates, the Series 2015B Certificates, the Series 2015C Certificates, the Series 2015D Certificates and the Series 2016C Certificates are rated within the three highest rating The fees set forth above in the table above for Trustee services include services under Schedules 2008B-1 categories by a nationally recognized rating service. and 2008B-2. Section 7. Additional Lease Payments. Additional Lease Payments with respect to the Series 2008B-1 Lease consist of a pro rata portion of the following amounts paid or to be paid with Series 2015C Certificates respect to both the Series 2008B-1 Lease and the Series 2008B-2 Lease, except as otherwise provided below: 1. Trustee Fees: Acceptance Fee of $1,500. Annual administration fee of $2,975, payable annually in advance, Series 2008B Certificates plus activity charges. 1. Trustee Fees: Acceptance Fee of $1,500. 2. Trustee Expenses: $1,500 for counsel fees, plus out-of-pocket expenses billed at cost. Annual administration fee of $4,000, payable annually in advance The fees set forth in the table above for Trustee services include services under Schedule 2008B-1 only. plus $1,000 while moneys remain in the Series 2008B Acquisition Account, plus activity charges. Annual Series 2008B Acquisition Account investment fee of $1,250 during construction period only. Series 2015D Certificates 2. Trustee Expenses: $4,000 for counsel fees, plus out-of-pocket expenses billed at cost. 1. Trustee Fees: Acceptance Fee of $1,500. 3. Credit Facility Issuer $2,474,905.20 to be paid to the Series 2008B Credit Facility Issuer Annual administration fee of $2,975, payable annually in advance, Payment: upon issuance of the Series 2008B Certificates with respect to the plus activity charges. Series 2008B Credit Facility 2. Trustee Expenses: $1,500 for counsel fees, plus out-of-pocket expenses billed at cost. The fees set forth above for Trustee services include services under Schedules 2008B-1 and 2008B-2. MIA 185090134v5 MIA 185090134v5 8 C-39 9 The fees set forth above for Trustee services include services under Schedules 2008B-1 and 2008B-2 and 2013A Interest accrued with respect to the prepaid principal portion to the Prepayment Date, and (ii) at Schedules 2009A-1 and Schedule 2009A-2. the times and at the prices set forth below, and in such amounts and of such maturities (treating sinking fund prepayment dates as maturities for such purpose) as the School Board may direct, plus the Series The fees set forth in the table above for Trustee services include services under Schedule 2008B-1 only. 2013A Interest accrued with respect to such prepaid Series 2013A Principal to the Prepayment Date: Years from Conversion Date Series 2016C Certificates until end of Long-Term Rate First Day Period of Prepayment Period Prepayment Price 1. Trustee Fees: Acceptance Fee of $1,500. Annual administration fee of $2,975, payable annually in advance, More than fifteen Tenth anniversary of 101% declining by 1% on the plus activity charges. Conversion Date next anniversary after the tenth anniversary of the Conversion 2. Trustee Expenses: $1,500 for counsel fees, plus out-of-pocket expenses billed at cost. Date and thereafter at 100% The fees set forth above for Trustee services include services under Schedules 2008B-1 and 2008B-2 [and More than ten but not more than Seventh anniversary of 101% declining by 1% on the Schedule 2009A-2]. fifteen Conversion Date next anniversary after the seventh anniversary of the Section 8. Prepayment Provisions. In addition to or in lieu of the prepayment provisions Conversion Date and thereafter of Section 7.2 of the Master Lease, the principal portion of the Basic Lease Payments due as provided in at 100% Section 6 of this Schedule 2008B-1 is subject to the following prepayment provisions: More than seven but not more Fifth anniversary of Conversion 101% declining by 1% on the A. Optional Prepayment than ten Date next anniversary after the fifth anniversary of the Conversion Series 2013A Certificates Date and thereafter at 100% (a) During any period in which Series 2013A Interest is determined at a Daily Rate or More than four but not more Third anniversary of 101% declining by 1% on the Weekly Rate, the Series 2013A Principal is subject to optional prepayment at any time upon request of than seven Conversion Date next anniversary after the third the School Board in whole or in part in such amounts and from such due dates as the School Board shall anniversary of the Conversion direct, at a price equal to the Series 2013A Principal to be prepaid, without premium, plus the Series Date and thereafter at 100% 2013A Interest accrued with respect to such prepaid principal portion to the Prepayment Date. Four or fewer Not Callable N.A. (b) During any period in which Series 2013A Interest is determined at a Certificate Interest Term Rate or Rates, the Series 2013A Principal is subject to optional prepayment upon request of the Notwithstanding any provision in the Series 2008B-1 Lease, this Schedule 2008B-1 may be School Board on the day succeeding the last day of any Certificate Interest Term in the amount of the amended as of a Conversion Date upon the request of the School Board, to change the prepayment Series 2013A Principal represented by Series 2013A Certificates subject to the related Certificate Interest provisions applicable during a Long-Term Rate Period to such prepayment provisions as are Term Rate to be prepaid at a price equal to the Series 2013A Principal to be prepaid, without premium, recommended by the Remarketing Agent as conforming to then current market practices and acceptable plus the Series 2013A Interest accrued with respect to such prepaid principal portion to the Prepayment to the School Board provided the School Board provides a Favorable Opinion to the Trustee. Date. (d) During any period in which Series 2013A Principal is calculated at the applicable interest (c) (i) Series 2013A Principal represented by Long-Term Rate Certificates, initially is rate for Delayed Remarketing Certificates, such Series 2013A Principal is subject to optional prepayment subject to prepayment at the option of the School Board on or after April 15, 2023, if the School Board upon request of the School Board in whole or in part on any Business Day at a Prepayment Price equal to elects to prepay the principal portion of Basic Lease Payments due under the Series 2008B-1 Lease in part the Series 2013A Principal represented thereby, without premium, plus the Series 2013A Interest at any time, in such order of maturity of Series 2013A Certificates corresponding to the due dates of the represented thereby accrued to the Prepayment Date. principal portion of the Basic Lease Payments under the 2008B-1 Lease, as shall be designated by the School Board to be prepaid, and by lot within a maturity in such manner as the Trustee may determine, at (e) During any period in which Series 2013A Principal is determined at an Index Floating the Prepayment Price equal to the Series 2013A Principal represented by Long-Term Rate Certificates or Rate, the Series 2013A Principal is subject to optional prepayment upon request of the School Board in portions thereof to be prepaid, plus the interest accrued to the Prepayment Date. whole or in part on the day succeeding the last day of any Index Floating Rate Period at a price equal to the Series 2013A Principal represented thereby, without premium, plus the Series 2013A Interest (ii) After Conversion, during any period in which Series 2013A Principal is represented thereby accrued to the Prepayment Date. determined at a Long-Term Rate, the Series 2013A Principal is subject to optional prepayment upon request of the School Board in whole or in part (i) on the first day of a Long-Term Rate Period, at a (f) Series 2013A Principal represented by Provider Certificates is subject to prepayment Prepayment Price equal to the Series 2013A Principal to be prepaid, without premium, plus the Series prior to maturity on any date at the option of the School Board as a whole or in part in such amounts and MIA 185090134v5 10 MIA 185090134v5 11 in such order of due dates of the Series 2013A Principal as the School Board shall designate, at the The extraordinary prepayment provisions set forth in Section 7.2(b) and Section 5.4(b) of Prepayment Price equal to the Series 2013A Principal to be prepaid, without premium, plus the accrued the Master Lease shall not apply to Basic Lease Payments represented by the Series 2013A Certificates. interest portion thereon to the Prepayment Date. Notwithstanding anything in the Series 2008B-1 Lease to the contrary, in lieu of the Series 2015B Certificates. extraordinary prepayment provisions of Section 5.4(b) of the Master Lease, the amount that would be allocable to the Series 2013A Certificates had they been subject to the extraordinary prepayment The principal portion of Basic Lease Payments due on or before April 15, 2025, shall not be provisions of Section 5.4(b) of the Master Lease, shall be used instead in accordance with the following: subject to prepayment at the option of the School Board. Such Net Proceeds shall either (1) be applied to pay the Costs of other Facilities, in which The principal portion of Basic Lease Payments due on or after April 15, 2026, shall be subject to case such other Facilities shall become subject to the provisions of this Series 2008B-1 Lease as fully as if prepayment on or after April 15, 2025, by the School Board in whole or in part at any time, and if in part, they were the originally leased Series 2008B-1 Facilities or (2) at the direction of the School Board, upon in such order of due dates of the principal portion of the Basic Lease Payments as shall be designated by delivery to the Trustee of a Favorable Opinion, such Net Proceeds shall be deposited in the Series 2008B- the School Board to be prepaid, and by lot within a maturity, in such manner as the Trustee may 1 Lease Payment Account to be credited against Basic Lease Payments next coming due in accordance determine, at the Prepayment Price equal to 100% of the principal portion of Basic Lease Payments being with Section 3.2(c) of the Master Lease. prepaid plus the interest portion of the Basic Lease Payments with respect to such prepaid principal portion accrued to the Prepayment Date. The principal portion of Basic Lease Payments due under the Series 2008B-1 Lease represented by the Series 2013A Certificates shall be subject to prepayment in the event the Series Series 2015C Certificates. 2008B-1 Lease terminates prior to payment in full of all of the Basic Lease Payments due thereunder, to the extent the Trustee has moneys available for such purposes pursuant to the Series 2013A Trust The principal portion of Basic Lease Payments shall not be subject to prepayment at the option of Agreement and the Series 2008B-1 Lease, to the extent and subject to the limitations provided in the the School Board. Master Lease. Series 2015D Certificates Series 2015B Certificates. The principal portion of Basic Lease Payments due on or before February 1, 2026, shall not be Notwithstanding anything in the Series 2008B-1 Lease to the contrary, in lieu of the subject to prepayment at the option of the School Board. extraordinary prepayment provisions of Section 5.4(b) of the Master Lease, the amount that would be allocable to the Series 2015B Certificates had they been subject to the extraordinary prepayment The principal portion of Basic Lease Payments due on or after February 1, 2027, shall be subject provisions of Section 5.4(b) of the Master Lease, shall be used instead in accordance with the following: to prepayment at the option of the School Board in whole or in part on February 1, 2026, and any day thereafter and, if in part, in such order of due dates of the principal portion of the Basic Lease Payments Such Net Proceeds shall either (1) be applied to pay the Costs of other Facilities, in which as shall be designated by the School Board. to be prepaid, and by lot within a maturity in such manner as case such other Facilities shall become subject to the provisions of this Series 2008B-1 Lease as fully as if the Trustee may determine, at the Prepayment Price equal to the principal portion of Basic Lease they were the originally leased Series 2008B-1 Facilities or (2) at the direction of the School Board, upon Payments represented by the Series 2015D Certificates or portions thereof to be prepaid, plus the interest delivery to the Trustee of a Favorable Opinion, such Net Proceeds shall be deposited in the Series 2008B- portion of the Basic Lease Payments accrued to the optional Prepayment Date. 1 Lease Payment Account to be credited against Basic Lease Payments next coming due in accordance with Section 3.2(c) of the Master Lease. Series 2016C Certificates The principal portion of Basic Lease Payments due under the Series 2008B-1 Lease The principal portion of Basic Lease Payments due on or before February 1, [20__], shall not be represented by the Series 2015B Certificates shall be subject to prepayment in the event the Series 2008B- subject to prepayment at the option of the School Board. 1 Lease terminates prior to payment in full of all of the Basic Lease Payments due thereunder, to the extent the Trustee has moneys available for such purpose pursuant to the Series 2015B Trust Agreement The principal portion of Basic Lease Payments due on or after February 1, [20__], shall be and the Series 2008B-1 Lease, to the extent and subject to the limitations provided in the Master Lease. subject to prepayment at the option of the School Board in whole or in part on February 1, [20__], and any day thereafter and, if in part, in such order of due dates of the principal portion of the Basic Lease Series 2015C Certificates. Payments as shall be designated by the School Board. to be prepaid, and by lot within a maturity in such manner as the Trustee may determine, at the Prepayment Price equal to the principal portion of Basic Notwithstanding anything in the Series 2008B-1 Lease to the contrary, in lieu of the Lease Payments represented by the Series 2015D Certificates or portions thereof to be prepaid, plus the extraordinary prepayment provisions of Section 5.4(b) of the Master Lease, the amount that would be interest portion of the Basic Lease Payments accrued to the optional Prepayment Date. allocable to the Series 2015C Certificates had they been subject to the extraordinary prepayment provisions of Section 5.4(b) of the Master Lease, shall be used instead in accordance with the following: B. Extraordinary Prepayment, Such Net Proceeds shall either (1) be applied to pay the Costs of other Facilities, in which Series 2013A Certificates case such other Facilities shall become subject to the provisions of this Series 2008B-1 Lease as fully as if MIA 185090134v5 MIA 185090134v5 12 C-40 13 they were the originally leased Series 2008B-1 Facilities or (2) at the direction of the School Board, upon Section 9. Other Special Provisions delivery to the Trustee of a Favorable Opinion, such Net Proceeds shall be deposited in the Series 2008B- 1 Lease Payment Account to be credited against Basic Lease Payments next coming due in accordance A. Representations. with Section 3.2(c) of the Master Lease. (1) The School Board hereby confirms its representations, covenants and warranties The principal portion of Basic Lease Payments due under the Series 2008B-1 Lease set forth in Sections 2.10, 5.12 and 5.13 of the Master Lease, except that all references therein to the represented by the Series 2015C Certificates shall be subject to prepayment in the event the Series 2008B- Master Lease shall be deemed to refer to the Master Lease as supplemented by this Schedule 2008B-1 and 1 Lease terminates prior to payment in full of all of the Basic Lease Payments due thereunder, to the all references therein to the Facilities shall include the Series 2008B-1 Facilities, and except as otherwise extent the Trustee has moneys available for such purposes pursuant to the Series 2015C Trust Agreement provided below. The Foundation hereby confirms its representations, covenants and warranties set forth and the Series 2008B-1 Lease, to the extent and subject to the limitations provided in the Master Lease. in Section 2.11 of the Master Lease, except that all references therein to the Master Lease shall be deemed to refer to the Master Lease as supplemented by this Schedule 2008B-1 and all references therein to the Series 2015D Certificates. Facilities shall include the Series 2008B-1 Facilities, and except as otherwise provided below. Notwithstanding anything in the Series 2008B-1 Lease to the contrary, in lieu of the (2) The School Board and the Foundation hereby represent that the Master Lease is extraordinary prepayment provisions of Section 5.4(b) of the Master Lease, the amount that would be in effect and that to their knowledge there are no defaults on the date of execution of this Schedule allocable to the Series 2015D Certificates had they been subject to the extraordinary prepayment 2008B-1 under any Lease, Ground Lease or the Trust Agreement. provisions of Section 5.4(b) of the Master Lease, shall be used instead in accordance with the following: (3) The School Board hereby represents, covenants and warrants that adequate water, Such Net Proceeds shall either (1) be applied to pay the Costs of other Facilities, in which sanitary sewer and storm sewer utilities, electric power, telephone and other utilities are available to the case such other Facilities shall become subject to the provisions of this Series 2008B-1 Lease as fully as if 2008B-1 Facilities, or the cost of making them available is included in the School Board’s acquisition and they were the originally leased Series 2008B-1 Facilities or (2) at the direction of the School Board, upon construction budget for the Series 2008B-1 Facilities. delivery to the Trustee of a Favorable Opinion, such Net Proceeds shall be deposited in the Series 2008B- 1 Lease Payment Account to be credited against Basic Lease Payments next coming due in accordance (4) To the extent permitted by Florida law, including by the provisions of Section with Section 3.2(c) of the Master Lease. 768.28, Florida Statutes, the School Board agrees to pay or reimburse the Series 2008B Credit Facility in accordance with the provisions of Section 503(i) of the Series 2008B Supplemental Trust Agreement. The principal portion of Basic Lease Payments due under the Series 2008B-1 Lease represented by the Series 2015D Certificates shall be subject to prepayment in the event the Series B. Notices. Copies of all notices required to be given to a Credit Facility Issuer pursuant to 2008B-1 Lease terminates prior to payment in full of all of the Basic Lease Payments due thereunder, to the Master Lease shall be given to the Series 2008B Credit Facility Issuer at the following address: the extent the Trustee has moneys available for such purposes pursuant to the Series 2015D Trust Agreement and the Series 2008B-1 Lease, to the extent and subject to the limitations provided in the Assured Guaranty Corp. Master Lease. 31 West 52nd Street New York, New York 10019 Series 2016C Certificates. Attention: General Counsel Policy No. D-2008-395 Notwithstanding anything in the Series 2008B-1 Lease to the contrary, in lieu of the extraordinary prepayment provisions of Section 5.4(b) of the Master Lease, the amount that would be with a copy to: allocable to the Series 2016C Certificates had they been subject to the extraordinary prepayment provisions of Section 5.4(b) of the Master Lease, shall be used instead in accordance with the following: Assured Guaranty Corp. 31 West 52nd Street Such Net Proceeds shall either (1) be applied to pay the Costs of other Facilities, in which New York, New York 10019 case such other Facilities shall become subject to the provisions of this Series 2008B-1 Lease as fully as if Attention: Risk Management Department - Public Finance Surveillance they were the originally leased Series 2008B-1 Facilities or (2) at the direction of the School Board, upon E-mail: [email protected] delivery to the Trustee of a Favorable Opinion, such Net Proceeds shall be deposited in the Series 2008B- Policy No. D-2008-395 1 Lease Payment Account to be credited against Basic Lease Payments next coming due in accordance with Section 3.2(c) of the Master Lease. C. Continuing Disclosure. For purposes of the Series 2008B-1 Lease, with respect to the Certificates, the School Board hereby covenants and agrees that it will comply with and carry out all of The principal portion of Basic Lease Payments due under the Series 2008B-1 Lease the provisions of the related Disclosure Agreement. Notwithstanding any other provision of the Series represented by the Series 2016C Certificates shall be subject to prepayment in the event the Series 2008B- 2008B-1 Lease, failure of the School Board to comply with the Disclosure Agreement shall not be 1 Lease terminates prior to payment in full of all of the Basic Lease Payments due thereunder, to the considered an Event of Default; however, provided it has been satisfactorily indemnified in accordance extent the Trustee has moneys available for such purposes pursuant to the Series 2016C Trust Agreement with Section 602 of the Master Trust Agreement as if it were proceeding under Section 602 of the Master and the Series 2008B-1 Lease, to the extent and subject to the limitations provided in the Master Lease. Trust Agreement, the Trustee may (and, at the request of any Participating Underwriter or the Holders of MIA 185090134v5 14 MIA 185090134v5 15 at least 25% aggregate principal amount in Outstanding Certificates, shall) or any Holder of the I. Section 5.4(b) of the Master Lease. For purposes of the Series 2008B-1 Lease, Section Certificates or Beneficial Owner may take such actions as may be necessary and appropriate, including 5.4(b) of the Master Lease shall read as follows: seeking specific performance by court order, to cause the School Board to comply with its obligations under this Section 9.C. For purposes of this Section, “Beneficial Owner” means any person who (a) has (b) Option B - Deposit to Lease Payment Account. Provided, however, if the the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any School Board has determined that its operations have not been materially affected and Certificates (including persons holding Certificates through nominees, depositories or other that it is not in the best interest of the School Board to repair, restore or replace that intermediaries), or (b) is treated as the owner of any Certificates for federal income tax purposes. portion of the Series 2008B-1 Facilities so damaged, destroyed or condemned, then the School Board shall not be required to comply with the provisions of subparagraph (a) set D. Notice of Amendments. The School Board shall provide written notice to each Rating forth above. Net Proceeds shall be deposited in the Series 2008B Lease Payment Agency at least 15 days in advance of the execution of any amendments to the Series 2008B-1 Lease, the Account £or the Series of Certificates relating to such Series 2008B-1 Facilities to be Trust Agreement, the Series 2008B Assignment Agreement or the Series 2008B Ground Lease. A full credited against Basic Lease Payments next coming due in accordance with Section transcript of all proceedings relating thereto shall be provided to the Series 2008B Credit Facility Issuer, 3.2(c) of the Master Lease. if any. J. Section 6.4 of the Master Lease. The following provision shall become effective upon E. Notice of Completion. The School Board shall provide the Series 2008B Credit Facility execution by the School Board, the Foundation and the Trustee of this Schedule 2008B-1 and the consent Issuer, if any, a copy of the Certificate of Completion set forth in Exhibit B to the Master Lease at the of the holders of a majority in principal amount of the Outstanding Certificates or with the consent of the same time it is filed with the Trustee. Series 2008B Credit Facility Issuer, if any, in lieu of the consent of the holders of the Certificates it insures. F. Release of Lien. No release, substitution or sublease of any portion of the Series 2008B- 1 Facilities or Series 2008B-1 Facility Sites may be made without the prior written consent of the Series For purposes of the Series 2008B-1 Lease, Section 6.4 of the Master Lease shall read as follows: 2008B Credit Facility Issuer, if any. SECTION 6.4. Substitution of Facilities. To the extent permitted by law, on G. Section 3.2(b) of the Master Lease. For purposes of the Series 2008B-1 Lease, Section or after the Completion Date the School Board may substitute for any Facilities other 3.2(b) of the Master Lease shall read as follows: facilities owned by the School Board, provided such substituted facilities (a) have the same or a greater remaining useful life, (b) have a fair market value equal to or greater (b) Upon the completion of acquisition and construction of the Series than the Facilities for which they are substituted, (c) are of substantially equal utility as 2008B-1 Facilities and payment of all Costs of the Series 2008B-1 Facilities or upon the the Facilities to be replaced and meet the requirement of Section 5.9 hereof, (d) are free termination of the Lease Term of the Series 2008B-1 Lease pursuant to Section 4.1 of the and clear of all liens and encumbrances, except Permitted Encumbrances and (e) are Master Lease, in either case, with the delivery of a Favorable Opinion, the amounts, if approved by the State Department of Education. In addition, to the extent permitted by any, on deposit in the Acquisition Account for a related Series of Certificates shall be law, prior to the Completion Date the School Board may release and/or substitute for transferred to the Series 2008B Lease Payment Account, to be applied to Basic Lease any Facilities to be acquired, constructed and installed under a particular Schedule other Payments next coming due under the Series 2008B-1 Lease. facilities to be acquired, constructed and installed, provided that (1) any substituted facilities satisfy the requirements of clauses (a), (c), (d) and (e) above and (2) following H. Section 3.2(c) of the Master Lease. For purposes of the Series 2008B-1 Lease, Section such substitution and/or release, the sum of (x) with respect to Facilities for which a 3.2(c) of the Master Lease shall read as follows: Certificate of Acceptance has not been delivered, the Cost of the acquisition, construction and installation of the Facilities plus (y) with respect to Facilities for which (c) Upon delivery of a Favorable Opinion, there shall be deposited in the a Certificate of Acceptance has been delivered, the fair market value of the Facilities, Series 2008B Lease Payment Account for a Series of Certificates related to the Series financed under the Schedule from which the Facilities are to be substituted and/or 2008B Lease, Net Proceeds realized in the event of damage, destruction or condemnation released is greater than or equal to the remaining principal portion of Basic Lease to be applied to Basic Lease Payments under the Series 2008B-1 Lease, as provided for in Payments due under such Schedule. In order to effect such substitution, the Facilities to Section 5.4(b) of the Master Lease. be replaced shall be released from the encumbrance of the related Lease and Ground Lease by appropriate instrument executed by the School Board and the Foundation (or Trustee as assignee of the Foundation) in form sufficient to leave good and marketable fee simple title to such Facilities in the School Board subject only to Permitted Encumbrances, and the Facilities to be substituted shall likewise be incorporated in the appropriate Lease and Ground Lease modifications. The related Schedule shall be appropriately amended, and the related Ground Lease shall be amended or canceled and replaced, to reflect such substitution. There shall also be delivered at the time of substitution an Opinion of Counsel as described in Section 6.1 hereof with respect to the substitute Facility Site. MIA 185090134v5 MIA 185090134v5 16 C-41 17 For purposes hereof, “fair market value” shall be determined on the basis of an School Board subject only to Permitted Encumbrances. The Series 2008B-1 Ground Lease shall then be MAI appraisal performed by an appraiser jointly selected by the School Board and the modified, as provided therein. The Foundation shall request the execution of such instruments by the Trustee. Trustee as may be necessary to effect the conveyance described herein. K. Section 9.4 of the Master Lease. For purposes of the Series 2008B-1 Lease, Section 9.4 N. Effective Date. Schedule 2008B-1, as amended and restated as of April 1, 2016, shall be of the Master Lease shall read as follows: effective as of [CLOSING DATE]. SECTION 9.4. Amendments. The terms of this Master Lease and any Schedule hereto shall not be waived, altered, modified, supplemented or amended in any manner whatsoever except by written instrument signed by the Foundation and the [Remainder of Page Intentionally Left Blank] School Board and, if required under the terms of the Trust Agreement, by the Trustee. Copies of amendments shall be provided to the Rating Agencies. Except as otherwise provided herein, the consent of the holders of at least a majority in principal amount of such Certificates Outstanding who are affected by such waiver, alteration, modification, supplement or amendment shall be required. With respect to insured Certificates, the related Credit Facility Issuer, if any, shall consent in lieu of the consent of the holders of Certificates it insures. Notwithstanding the foregoing, a Schedule may be amended without obtaining the consent of the holders of the affected Certificates or of a Credit Facility Issuer, if any, for the purpose of (1) adding a legal description and/or the permitted encumbrances for a Facility Site which has already been designated in such Schedule, (2) adding additional Facilities to be financed under such Schedule, (3) substituting Facilities in accordance with Section 6.4 hereof, or (4) releasing a Facility or portion thereof if such Facility or portion thereof has been released from the lien of the Lease in accordance with the provisions thereof. L. Section 9.11 of the Master Lease. For purposes of the Series 2008B-1 Lease, Section 9.11 of the Master Lease shall not apply. The School Board hereby represents and warrants that it has taken no action and covenants that it will take no action to implement the provisions of Section 9.11 of the Master Lease. M. Release of Series 2008B-1 Facilities. The following provision shall become effective upon execution by the School Board, the Foundation and the Trustee of this Schedule 2008B-1 and the consent of the holders of a majority in principal amount of the Outstanding Certificates or with the consent of the Series 2008B Credit Facility Issuer, if any, in lieu of the consent of the holders of the Certificates it insures. Notwithstanding anything to the contrary in the Master Lease, one or more Series 2008B-1 Facilities financed by a Lease may be released from the lien of such Lease if after the release of the Facility or Facilities the total construction cost of remaining Series 2008B-1 Facilities exceeds the remaining principal portion of the Basic Lease Payments payable under such Lease. The Series 2008B-1 Facilities released under this Section 9.N. shall be deemed to be paid and fee simple title to such Series 2008B-1 Facilities shall vest in the School Board free and clear of all encumbrances except Permitted Encumbrances. The Foundation hereby appoints the School Board as its agent to prepare and file or record in appropriate offices such documents as may be necessary to cause record title to such Series 2008B-1 Facilities to vest in the School Board. The Foundation agrees to immediately execute a warranty deed for the Series 2008B-1 Facilities and an assignment of all its right, title, and interest to such Series 2008B-1 Facilities under the Series 2008B-1 Lease and Series 2008B-1 Ground Lease to the School Board, and shall execute an amendment to Schedule 2008B-1, as well as all other instruments necessary to vest good and marketable fee simple title to the released Series 2008B-1 Facility or Series 2008B-1 Facilities in the MIA 185090134v5 18 MIA 185090134v5 19 IN WITNESS WHEREOF, the Trustee has caused this Schedule 2008B-1 to be executed in its corporate name by its duly authorized officer, and the Foundation has caused this Schedule 2008B-1 to be executed in its name by its duly authorized officers, and the School Board has caused this Schedule 2008B-1 to be executed in its name by its duly authorized members or officers on the date set forth below their respective signatures and all as of the day and year first written above. THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By:______Linda Boenish Vice President [SEAL] MIAMI-DADE COUNTY SCHOOL BOARD FOUNDATION, INC. Attest: By:______By: Leonardo Fernandez Judith M. Marte [THIS PAGE INTENTIONALLY LEFT BLANK] Assistant Secretary Vice President [SEAL] THE SCHOOL BOARD OF MIAMI- DADE COUNTY, FLORIDA Attest: By:______By: Alberto M. Carvalho Perla Tabares Hantman Secretary Chair MIA 185090134v5 20 C-42 SCHEDULE 2008B-2 dated as of May 1, 2008 as Amended and Restated as of September 1, 2008 as Amended and Restated as of May 1, 2010 as Amended and Restated as of May 1, 2013 as Amended and Restated as of July 1, 2015 as Amended and Restated as of December 1, 2015 and as further Amended and Restated as of April 1, 2016 to the Master Lease Purchase Agreement dated as of August 1, 1994 Among The Bank of New York Mellon Trust Company, N.A., (successor by acquisition to NationsBank of Florida, N.A.) as Trustee and Assignee and Miami-Dade County School Board Foundation, Inc. as Lessor (the “Foundation”) and The School Board of Miami-Dade County, Florida, as Lessee (the “School Board”) THIS AMENDED AND RESTATED SCHEDULE 2008B-2 (the “Schedule 2008B-2”) is hereby entered into as of April 1, 2016, under and pursuant to that certain Master Lease Purchase Agreement dated as of August 1, 1994 (the “Master Lease”), pursuant to which the Foundation has agreed to finance and lease purchase unto the School Board and the School Board has agreed to lease purchase from the Foundation, subject to the terms and conditions of the Master Lease incorporated herein, the Series 2008B-2 Facilities herein described. The Trustee, as Assignee of the Foundation, hereby demises and leases to the School Board, and the School Board hereby hires, takes and leases from the Trustee, the Series 2008B-2 Facilities described herein. The Master Lease with respect to this Schedule and as modified and supplemented hereby, is referred to herein as the “Series 2008B-2 Lease”. All terms and conditions contained in the Master Lease, unless otherwise amended or superseded hereby are incorporated herein by reference. Section 1. Definitions. For purposes of the Series 2008B-2 Lease the following terms have the meanings set forth below. All terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Master Lease, or in the Trust Agreement, including the Series 2008B Supplemental Trust Agreement with respect to the Series 2008B Certificates, the Series 2015B Supplemental Trust Agreement with respect to the Series 2015B Certificates, the Series 2015D C-43 Supplemental Trust Agreement with respect to the Series 2015D Certificates and the Series 2016C “Series 2008B-2 Facilities” shall mean the Facilities described in this Schedule 2008B-2, as this Supplemental Trust Agreement with respect to the Series 2016C Certificates. Schedule 2008B-2 may be further amended or supplemented from time to time. “Assignment Agreement” shall mean the Series 2008B Assignment Agreement dated as of May “Series 2008B Interest” shall mean the interest portion of Basic Lease Payments represented by 1, 2008, between the Foundation and the Trustee. the Series 2008B Certificates allocable to the Series 2008B-2 Lease. “Certificates” or “Series of Certificates” shall mean collectively the portion of the outstanding “Series 2008B Principal” shall mean the principal portion of Basic Lease Payments represented Series 2008B Certificates, Series 2015B Certificates, Series 2015D Certificates and Series 2016C by the Series 2008B Certificates allocable to the Series 2008B-2 Lease. Certificates, representing a portion of the Basic Lease Payments to be made by the School Board pursuant to the Series 2008B-2 Lease. “Series 2008B Supplemental Trust Agreement” shall mean the Series 2008B Supplemental Trust Agreement dated as of May 1, 2008 between the Foundation and the Trustee. “Closing Date” means the date of delivery of the Series 2008B Certificates to the respective Series 2008B Underwriters against payment therefor. “Series 2008B Underwriters” means Citigroup Global Markets Inc., Goldman, Sachs & Co., J.P. Morgan Securities, Inc., Morgan Stanley & Company, Inc., M. R. Beal & Company, Samuel A. “Commencement Date” for the Series 2008B-2 Lease is the Closing Date. Ramirez & Company, Siebert Brandford Shank & Co. and UBS Securities LLC. “Lease Payment Dates” shall mean with respect to the Series 2008B-2 Lease, “Series 2015B Certificates” shall mean the $239,630,000 aggregate principal amount of Certificates of Participation, Series 2015B Evidencing Undivided Proportionate Interests of the Owners (a) as to the principal portion of Basic Lease Payments; thereof in Basic Lease Payments to be made by the School Board of Miami-Dade County, Florida, as Lessee, pursuant to a Master Lease Purchase Agreement with Miami-Dade County School Board (i) with respect to the Series 2008B Certificates and Series 2015B Certificates, April Foundation, Inc., as Lessor. 15, in the years set forth on Exhibit B, hereto; and “Series 2015B Interest” shall mean the interest portion of Basic Lease Payments due under the (ii) with respect to the Series 2015D Certificates and the Series 2016C Certificates, Series 2008B Lease represented by the Series 2015B Certificates allocable to the Series 2008B-2 Lease. January 15, in the years set forth on Exhibit B hereto; and “Series 2015B Principal” shall mean the principal portion of Basic Lease Payments due under (b) as to the interest portion of Basic Lease Payments the Series 2008B Lease represented by the Series 2015B Certificates allocable to the Series 2008B-2 Lease. (i) with respect to Series 2008B Interest and Series 2015B interest, each April 15 and October 15; and “Series 2015B Supplemental Trust Agreement” shall mean the Series 2015B Supplemental Trust Agreement dated as of July 1, 2015, between the Foundation and the Trustee. (ii) with respect to Series 2015D Interest and Series 2016C Interest, each January 15 and July 15, commencing January 15, 2016 with respect to the Series 2015D Certificates and “Series 2015B Underwriters” means Citigroup Global Markets Inc., Merrill Lynch Pierce, [July] 15, 2016 with respect to the Series 2016C Certificates. Fenner & Smith Incorporated, Blaylock Beal Van, LLC, Cabrera Capital Markets, LLC, Estrada Hinojosa & Company, Inc. and Ramirez & Co., Inc. “Series 2008B Certificates” shall mean the $538,305,000 aggregate principal amount of Certificates of Participation, Series 2008B Evidencing Undivided Proportionate Interests of the Owners “Series 2015D Certificates” shall mean the $345,890,000 aggregate principal amount of thereof in Basic Lease Payments to be made by the School Board of Miami-Dade County, Florida, as Certificates of Participation, Series 2015D Evidencing Undivided Proportionate Interests of the Owners Lessee, pursuant to a Master Lease Purchase Agreement with Miami-Dade County School Board thereof in Basic Lease Payments to be made by the School Board of Miami-Dade County, Florida, as Foundation, Inc., as Lessor. Lessee, pursuant to a Master Lease Purchase Agreement with Miami-Dade County School Board Foundation, Inc., as Lessor. “Series 2008B Credit Facility” shall mean the municipal bond insurance policy issued by the Series 2008B Credit Facility Issuer on May 28, 2008, insuring payment of the principal portions and “Series 2015D Interest” shall mean the interest portion of Basic Lease Payments represented by interest portions of Basic Lease Payments represented by the Series 2008B Certificates when due. the Series 2015D Certificates allocable to the Series 2008B-2 Lease. “Series 2008B Credit Facility Issuer” shall mean Assured Guaranty Corp., or any successor “Series 2015D Principal” shall mean the principal portion of Basic Lease Payments represented thereto or assignee thereof. by the Series 2015D Certificates allocable to the Series 2008B-2 Lease. 2 3 MIA 185090244v3 MIA 185090244v3 “Series 2015D Supplemental Trust Agreement” shall mean the Series 2015D Supplemental Amount Account Trust Agreement dated as of December 1, 2015, between the Foundation and the Trustee. $129,075,585.00 Series 2008B Acquisition Account $110,417.47 Series 2008B Cost of Issuance Subaccount “Series 2015D Underwriters” shall mean Merrill Lynch, Pierce, Fenner & Smith Incorporated, Blaylock Beal Van, LLC, Cabrera Capital Markets, LLC, Citigroup Global Markets Inc., Estrada Series 2015B Certificates Hinojosa & Company, Inc. and Ramirez & Co., Inc. Pursuant to the provisions of Section 402 of the Series 2015B Supplemental Trust Agreement the “Series 2016C Certificates” shall mean the $[PAR] aggregate principal amount of Certificates Trustee will deposit the following sums attributable to the Series 2008B-2 Facilities lease purchased in of Participation, Series 2016C Evidencing Undivided Proportionate Interests of the Owners thereof in the following accounts from the proceeds of the Series 2015B Certificates: Basic Lease Payments to be made by the School Board of Miami-Dade County, Florida, as Lessee, pursuant to a Master Lease Purchase Agreement with Miami-Dade County School Board Foundation, Amount Account Inc., as Lessor. $63,424,456.44 Escrow Deposit Trust Fund “Series 2016C Interest” shall mean the interest portion of Basic Lease Payments represented by $112,492.62 Series 2015B Cost of Issuance Account the Series 2016C Certificates allocable to the Series 2008B-2 Lease. Series 2015D Certificates “Series 2016C Principal” shall mean the principal portion of Basic Lease Payments represented Pursuant to the provisions of Section 402 of the Series 2015D Supplemental Trust Agreement the by the Series 2016C Certificates allocable to the Series 2008B-2 Lease. Trustee will deposit the following sums attributable to the Series 2008B-2 Facilities lease purchased in the following accounts from the proceeds of the Series 2015D Certificates: “Series 2016C Supplemental Trust Agreement” shall mean the Series 2015D Supplemental Trust Agreement dated as of April 1, 2016, between the Foundation and the Trustee. Amount Account “Series 2016C Underwriters” shall mean Wells Fargo Bank, National Association, Loop $22,957,250.41 Escrow Deposit Trust Fund Capital Markets LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, PNC Capital Markets LLC, $31,501,89 Series 2015D Cost of Issuance Account Raymond James & Associates Inc. and RBC Capital Markets LLC. Section 2. Lease Term. The total of all Lease Terms of the Series 2008B-2 Lease are expected to be approximately fifteen (15) years consisting of an “Original Term” of approximately one Series 2016C Certificates (1) month from the Commencement Date through and including June 30, 2008, fourteen (14) Renewal Terms of twelve (12) months, each from July 1 through and including June 30 of the next succeeding Pursuant to the provisions of Section 402 of the Series 2015D Supplemental Trust Agreement the calendar year, commencing July 1, 2008 and ending June 30, 2022, and a final Renewal Term Trustee will deposit the following sums attributable to the Series 2008B-2 Facilities lease purchased in commencing July 1, 2022 and ending May 1, 2023. Each Lease Term shall be subject to annual renewal the following accounts from the proceeds of the Series 2016C Certificates: pursuant to the provisions of Article II of the Master Lease. Amount Account Section 3. Series 2008B-2 Facilities Lease Purchased. A general description of the Series $______Escrow Deposit Trust Fund 2008B-2 Facilities and the estimated costs of the Series 2008B-2 Facilities lease purchased under the Series 2008B-2 Lease are set forth in Exhibit A hereto. The School Board reserves the right to substitute $______Series 2016C Cost of Issuance Account other facilities for the facilities set forth herein, in accordance with the requirements of the Master Lease. Section 4. Application of Certain Proceeds of Certificates. Section 5. Basic Lease Payments. Series 2008B Certificates (a) Principal Portion of Basic Lease Payments. The principal portion of the Basic Lease Payments, the Lease Payment Dates with respect to the principal portion and the Remaining Principal Pursuant to the provisions of Section 402 of the Series 2008B Supplemental Trust Agreement the Portion with respect to the Series 2008B-2 Facilities to be lease purchased which amounts are represented Trustee deposited the following sums attributable to the Series 2008B-2 Facilities to be lease purchased by the Certificates attributable to such Series 2008B-2 Facilities are set forth in Exhibit B hereto, hereunder in the following accounts from the proceeds of the Series 2008B Certificates: respectively. If, upon delivery of the Certificate of Acceptance indicating completion of the acquisition, 4 5 MIA 185090244v3 MIA 185090244v3 C-44 construction, installation and payment of all costs of the Series 2008B-2 Facilities, or if the School Board Series 2008B Certificates determines not to acquire, construct or install one or more components of the Series 2008B-2 Facilities, it is determined that the cost of, and consequently the actual amount of Basic Lease Payments for, a Series 1. Trustee Fees: Acceptance Fee of $1,500. 2008B-2 Facility is different from the amount set forth herein, Exhibit B shall be revised as necessary to Annual administration fee of $4,000, payable annually in advance plus reflect the adjusted Schedule of Basic Lease Payments for all Series 2008B-2 Facilities lease-purchased, $1,000 while moneys remain in the Series 2008B Acquisition Account, and for each individual Series 2008B-2 Facility or group of Series 2008B-2 Facilities. The Composite plus activity charges. Annual Series 2008B Acquisition Account Schedule of Basic Lease Payments shall be no less than the aggregate of the principal and interest investment fee of $1,250 during construction period only. payments with respect to the portion of the outstanding Series 2008B Certificates, Series 2015B Certificates, Series 2015D Certificates and Series 2016C Certificates relating to the Series 2008B-2 2. Trustee Expenses: $4,000 for counsel fees, plus out-of-pocket expenses billed at cost. Facilities and shall only be amended (i) in the event of a prepayment or a prepayment deposit of the principal portion of Basic Lease Payments represented by such portion of such Certificates, pursuant to 3. Credit Facility Issuer $549,057.56 to be paid to the Series 2008B Credit Facility Issuer upon Section 7.2 or 7.3 of the Master Lease, and prepayment or defeasance of such portion of such Certificates Payment: issuance of the Series 2008B Certificates with respect to the Series pursuant to Article III of the Series 2008B Supplemental Trust Agreement, the Series 2015B 2008B Credit Facility Supplemental Trust Agreement, the Series 2015D Supplemental Trust Agreement or Series 2016C 4. Hedge Agreement Any payment due pursuant to any Hedge Agreement; provided that Supplemental Trust Agreement, as the case may be, or Section 801 of the Master Trust Agreement. Payment: payments due under a Hedge Agreement in the nature of a termination (b) Series 2008B Interest. payment or settlement amount shall be paid only on scheduled Lease The interest portion of the Basic Lease Payments and Interest Payment Dates and only after Basic Lease Payments have been paid or Payment Dates (April 15 and October 15) with respect to the Series 2008B-2 Facilities to be lease provided for. purchased which amounts are represented by the Series 2008B Certificates attributable to such Series 2008B-2 Facilities are set forth in Exhibit B. 5. Hedge Agreement Any premium owed to the insurer of any obligation under a Hedge Insurer Fee: Agreement. (c) Series 2015B Interest. The interest portion of the Basic Lease Payments and Interest Payment Dates (April 15 and October 15) with respect to the Series 2008B-2 Facilities to be lease The fees set forth above for Trustee services include services under Schedules 2008B-1 and 2008B-2. purchased which amounts are represented by the Series 2015B Certificates attributable to such Series 2008B-2 Facilities are set forth in Exhibit B. Series 2015B Certificates (d) Series 2015D Interest. The interest portion of the Basic Lease Payments and Interest 1. Trustee Fees: Acceptance Fee of $1,500. Payment Dates (January 15 and July 15) with respect to the Series 2008B-2 Facilities to be lease Annual administration fee of $2,975, payable annually in advance, purchased which amounts are represented by the Series 2015D Certificates attributable to such Series plus activity charges. 2008B-2 Facilities are set forth in Exhibit B. 2. Trustee Expenses: $1,500 for counsel fees, plus out-of-pocket expenses billed at cost. (e) Series 2016C Interest. The interest portion of the Basic Lease Payments and Interest The fees set forth above for Trustee services include services under Schedules 2008B-1 and 2008B-2. Payment Dates (January 15 and July 15) with respect to the Series 2008B-2 Facilities to be lease purchased which amounts are represented by the Series 2016C Certificates attributable to such Series Series 2015D Certificates 2008B-2 Facilities are set forth in Exhibit B. 1. Trustee Fees: Acceptance Fee of $1,500. The interest portion of the Basic Lease Payments represented by the Series 2008B Certificates, the Series 2015B Certificates, the Series 2015D Certificates and the Series 2016C Certificates expressed Annual administration fee of $2,975, payable annually in advance, as an annual interest rate, is exempt from the limitations on interest rates set forth in Section 215.84, plus activity charges. Florida Statutes, since the Series 2008B Certificates, the Series 2015B Certificates, the Series 2015D 2. Trustee Expenses: $1,500 for counsel fees, plus out-of-pocket expenses billed at cost. Certificates and the Series 2016C Certificates are rated within the three highest rating categories by a nationally recognized rating service. The fees set forth above for Trustee services include services under Schedules 2008B-1 and 2008B-2 and Schedules 2009A-1 and 2009A-2. Section 6. Additional Lease Payments. Additional Lease Payments with respect to the Series 2008B-2 Lease consist of a pro rata portion of the following amounts to be paid with respect to both the Series 2008B-1 Lease and the Series 2008B-2 Lease, except as otherwise provided herein: 6 7 MIA 185090244v3 MIA 185090244v3 Series 2016C Certificates The principal portion of Basic Lease Payments due on or after February 1, 2027, shall be subject to prepayment at the option of the School Board in whole or in part on February 1, 2026, and any day 1. Trustee Fees: Acceptance Fee of $1,500. thereafter and, if in part, in such order of due dates of the principal portion of the Basic Lease Payments Annual administration fee of $2,975, payable annually in advance, as shall be designated by the School Board. to be prepaid, and by lot within a maturity in such manner as plus activity charges. the Trustee may determine, at the Prepayment Price equal to the principal portion of Basic Lease Payments represented by the Series 2015D Certificates or portions thereof to be prepaid, plus the interest 2. Trustee Expenses: $1,500 for counsel fees, plus out-of-pocket expenses billed at cost. portion of the Basic Lease Payments accrued to the optional Prepayment Date. The fees set forth above for Trustee services include services under Schedules 2008B-1 and 2008B-2 [and Series 2016C Certificates Schedule 2009A-2]. The principal portion of Basic Lease Payments due on or before February 1, [20__], shall not be Section 7. Prepayment Provisions. In addition to or in lieu of the prepayment provisions subject to prepayment at the option of the School Board. of Section 7.2 of the Master Lease, the principal portion of the Basic Lease Payments due as provided in Section 5 of this Schedule 2008B-2 is subject to the following prepayment provisions: The principal portion of Basic Lease Payments due on or after February 1, [20__], shall be subject to prepayment at the option of the School Board in whole or in part on February 1, [20__], and A. Optional Prepayment any day thereafter and, if in part, in such order of due dates of the principal portion of the Basic Lease Payments as shall be designated by the School Board. to be prepaid, and by lot within a maturity in such Series 2008B Certificates manner as the Trustee may determine, at the Prepayment Price equal to the principal portion of Basic The principal portion of Basic Lease Payments due on or before April 15, 2018, shall not be Lease Payments represented by the Series 2015D Certificates or portions thereof to be prepaid, plus the subject to prepayment at the option of the School Board. interest portion of the Basic Lease Payments accrued to the optional Prepayment Date. The principal portion of Basic Lease Payments due on or after April 15, 2019, shall be subject to B. Extraordinary Prepayment. prepayment on or after April 15, 2019, by the School Board in whole or in part at any time, and if in part, The extraordinary prepayment provisions set forth in Section 7.2(B) and Section 5.4(b) of the in such order of due dates of the principal portion of the Basic Lease Payments as shall be designated by Master Lease shall not apply to the Series 2008B-2 Lease. the School Board to be prepaid, at the Prepayment Price equal to 100% of the principal portion of Basic Lease Payments being prepaid plus the interest portion of the Basic Lease Payments with respect to such Section 8. Other Special Provisions. prepaid principal portion accrued to the Prepayment Date. A. Representations. Series 2015B Certificates. (1) The School Board hereby confirms its representations, covenants and warranties The principal portion of Basic Lease Payments due on or before April 15, 2025, shall not be set forth in Section 2.10 of the Master Lease, except that all references therein to the Master Lease shall subject to prepayment at the option of the School Board. be deemed to refer to the Master Lease as supplemented by this Schedule 2008B-2 and all references therein to the Facilities shall include the Series 2008B-2 Facilities. The Foundation hereby confirms its The principal portion of Basic Lease Payments due on or after April 15, 2026, shall be subject to representations, covenants and warranties set forth in Section 2.11 of the Master Lease, except that all prepayment on or after April 15, 2025, by the School Board in whole or in part at any time, and if in part, references therein to the Master Lease shall be deemed to refer to the Master Lease as supplemented by in such order of due dates of the principal portion of the Basic Lease Payments as shall be designated by this Schedule 2008B-2 and all references therein to the Facilities shall include the Series 2008B-2 the School Board to be prepaid, and by lot within a maturity, in such manner as the Trustee may Facilities. determine, at the Prepayment Price equal to 100% of the principal portion of Basic Lease Payments being prepaid plus the interest portion of the Basic Lease Payments with respect to such prepaid principal (2) The School Board and the Foundation hereby represent that the Master Lease is portion accrued to the Prepayment Date. in effect and that to their knowledge there are no defaults on the date of execution of this Schedule 2008B-2 under any Lease, Ground Lease or the Trust Agreement. Series 2015D Certificates (3) The School Board hereby represents, covenants and warrants that adequate water, The principal portion of Basic Lease Payments due on or before February 1, 2026, shall not be sanitary sewer and storm sewer utilities, electric power, telephone and other utilities are available to the subject to prepayment at the option of the School Board. 8 9 MIA 185090244v3 MIA 185090244v3 C-45 2008B-2 Facilities, or the cost of making them available is included in the School Board’s acquisition and Section 3.6 No Surrender of Series 2008B-2 Facilities. construction budget for the Series 2008B-2 Facilities. (A) Upon termination of the Series 2008B-2 Lease Term prior to the payment of all (4) To the extent permitted by Florida law, including by the provisions of Section Lease Payments scheduled therefor or without the payment of the then applicable 768.28, Florida Statutes, the School Board agrees to pay or reimburse the Series 2008B Credit Facility in Purchase Option Price of the Series 2008B-2 Facilities, or (B) as provided in Section 8.2 accordance with the provisions of Section 503(i) of the Series 2008B Supplemental Trust Agreement. of the Master Lease upon the occurrence of an event of default, then the Purchase Option Price of the Series 2008B-2 Facilities, shall become immediately due and payable, but B. Title. Notwithstanding the provisions of Section 6.1 of the Master Lease, title to the only from the School Board’s current or other funds authorized by law and appropriated Series 2008B-2 Facilities shall be vested in the School Board upon acquisition. for such purpose as provided in Section 3.1 of the Master Lease. The Foundation’s sole remedy (other than rights and remedies it may have at law against the School Board’s C. Notices. Copies of all notices required to be given to a Credit Facility Issuer pursuant to legally available funds for compensatory damages as provided below upon the the Master Lease shall be given to the Series 2008B Credit Facility Issuer at the following address: occurrence of an Event of Default under Section 8.1 of the Master Lease) shall be to seek a judgment against the School Board for the unpaid balance of the Purchase Option Price, Assured Guaranty Corp. which judgment shall be enforceable solely against the School Board’s legally available 31 West 52nd Street funds. New York, New York 10019 Attention: General Counsel Notwithstanding the obligations of the School Board to pay the Purchase Policy No. D-2008-395 Option Price of the Series 2008B-2 Facilities, the School Board shall be under no obligation to transfer possession of and/or title to the Series 2008B-2 Facilities, to the with a copy to: Foundation, and the Foundation shall have no right under the Series 2008B-2 Lease to involuntarily dispossess the School Board of the use and enjoyment of or title to any of Assured Guaranty Corp. the Series 2008B-2 Facilities, and the Foundation hereby irrevocably waives any right to 31 West 52nd Street specific performance of the School Board’s covenants upon any such termination of the New York, New York 10019 Lease Term. Attention: Risk Management Department - Public Finance Surveillance E-mail: [email protected] Upon the termination of the Lease Term as a result of a default by the School Policy No. D-2008-395 Board, the Foundation shall have, in addition to the rights and remedies described above, the right to sue for compensatory damages, including damages for any loss suffered by D. Remedies Upon Nonappropriation or Default. For purposes of the Series 2008B-2 the Foundation or the Trustee as a result of the School Board’s failure to pay the unpaid Lease only, Section 3.6 of the Master Lease shall not apply and, in its place, the following shall govern: balance of the Purchase Option Price when due. E. Continuing Disclosure. For purposes of the Series 2008B-2 Lease, with respect to the Certificates, the School Board hereby covenants and agrees that it will comply with and carry out all of the provisions of the related Disclosure Agreement. Notwithstanding any other provision of the Series 2008B-2 Lease, failure of the School Board to comply with the Disclosure Agreement shall not be considered an Event of Default; however, provided it has been satisfactorily indemnified in accordance with Section 602 of the Master Trust Agreement as if it were proceeding under Section 602 of the Master Trust Agreement, the Trustee may (and, at the request of any Participating Underwriter or the Holders of at least 25% aggregate principal amount in Outstanding Certificates, shall) or any Holder of the Certificates or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the School Board to comply with its obligations under this Section 8.E. For purposes of this Section, “Beneficial Owner” means any person who (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Certificates (including persons holding Certificates through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Certificates for federal income tax purposes. 10 11 MIA 185090244v3 MIA 185090244v3 F. Notice of Amendments. The School Board shall provide written notice to each Rating IN WITNESS WHEREOF, the Trustee has caused this Schedule 2008B-2 to be executed in its Agency at least 15 days in advance of the execution of any amendments to the Series 2008B-2 Lease, the corporate name by its duly authorized officer, and the Foundation has caused this Schedule 2008B-2 to be Trust Agreement or the Series 2008B Assignment Agreement. A full transcript of all proceedings relating executed in its name by its duly authorized officers, and the School Board has caused this Schedule thereto shall be provided to the Series 2008B Credit Facility Issuer. 2008B-2 to be executed in its name by its duly authorized members or officers on the date set forth below their respective signatures and all as of the day and year first written above. G. Certificate of Acceptance. The School Board shall provide the Series 2008B Credit Facility Issuer a copy of the Certificate of Acceptance set forth in Exhibit B to the Master Lease at the same time it is filed with the Trustee. [SEAL] THE BANK OF NEW YORK MELLON H. Section 3.2(b) of the Master Lease. For purposes of the Series 2008B-2 Lease, Section TRUST COMPANY, N.A., as Trustee 3.2(b) of the Master Lease shall read as follows: (b) Upon the completion of acquisition and construction of the Series By:______2008B-2 Facilities and payment of all Costs of the Series 2008B-2 Facilities or upon the Linda Boenish termination of the Lease Term of the Series 2008B-2 Lease pursuant to Section 4.1 of the Vice President Master Lease and the delivery of a Favorable Opinion, the amounts, if any, on deposit in the Acquisition Account for a related Series of Certificates shall be transferred to the [SEAL] MIAMI-DADE COUNTY Series 2008B Lease Payment Account, to be applied to Basic Lease Payments next SCHOOL BOARD FOUNDATION, INC. coming due under the Series 2008B-2 Lease. Attest: I. Section 9.11 of the Master Lease. For purposes of the Series 2008B-2 Lease, Section 9.11 of the Master Lease shall not apply. The School Board hereby represents and warrants that it has taken no action and covenants that it will take no action to implement the provisions of Section 9.11 of By:______By: the Master Lease. Leonardo Fernandez Judith M. Marte Assistant Secretary Vice President J. Effective Date. Schedule 2008B-2, as amended and restated as of April 1, 2016, shall be effective as of [CLOSING DATE]. [SEAL] THE SCHOOL BOARD OF MIAMI- DADE COUNTY, FLORIDA Attest: [Remainder of Page Intentionally Left Blank] By:______By: Alberto M. Carvalho Perla Tabares Hantman Secretary Chair 12 13 MIA 185090244v3 MIA 185090244v3 C-46 SCHEDULE 2009A-2 dated as of February 1, 2009 as Amended and Restated as of May 1, 2010 as Amended and Restated as of March 1, 2011 as Amended and Restated as of May 1, 2013 as Amended and Restated as of December 1, 2015 as further Amended and Restated as of April 1, 2016 to the Master Lease Purchase Agreement dated as of August 1, 1994 Among The Bank of New York Mellon Trust Company, N.A. (successor in interest to NationsBank of Florida, N.A.) as Trustee and Assignee (the “Trustee”) and Miami-Dade County School Board Foundation, Inc. as Lessor (the “Foundation”) and The School Board of Miami-Dade County, Florida, as Lessee (the “School Board”) THIS AMENDED AND RESTATED SCHEDULE 2009A-2 (“Schedule 2009A-2”) is hereby entered into as of April 1, 2016, under and pursuant to that certain Master Lease Purchase Agreement dated as of August 1, 1994 (the “Master Lease”), pursuant to which the Foundation has agreed to finance and lease purchase unto the School Board and the School Board has agreed to lease purchase from the Foundation, subject to the terms and conditions of the Master Lease incorporated herein, the Series 2009A-2 Facilities herein described. The Trustee, as Assignee of the Foundation, hereby demises and leases to the School Board, and the School Board hereby hires, takes and leases from the Trustee, the Series 2009A-2 Facilities described herein. The Master Lease with respect to this Schedule and as modified and supplemented hereby, is referred to herein as the “Series 2009A-2 Lease”. All terms and conditions contained in the Master Lease, unless otherwise amended or superseded hereby are incorporated herein by reference. Section 1. Definitions. For purposes of the Series 2009A-2 Lease the following terms have the meanings set forth below. All terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Master Lease, or in the Trust Agreement, including the Series 2009A Supplemental Trust Agreement with respect to the Series 2009A C-47 Certificates, the Series 2011B Supplemental Trust Agreement with respect to the Series 2011B Term, five (5) Business Days prior to each respective Interest Payment Certificates, the Series 2015D Supplemental Trust Agreement with respect to the Series 2015D Date related to such rate or rates; Certificates and the Series 2016C Supplemental Trust Agreement with respect to the Series 2016C Certificates. (D) for Provider Certificates, each date on which interest on the Provider Certificates is due and payable in accordance with the provisions “Assignment Agreement” shall mean the Series 2009A Assignment Agreement dated as of the Liquidity Facility or any reimbursement or similar agreement of February 1, 2009, between the Foundation and the Trustee. entered into between the School Board and the Liquidity Provider; “Certificates” shall mean, collectively, the portion of the Series 2009A Certificates, (E) determined at an Auction Rate, two (2) Business Days prior to Series 2011B Certificates, Series 2015D Certificates and Series 2016C Certificates representing each ARS Interest Payment Date. a portion of the Basic Lease Payments to be made by the School Board pursuant to the Series 2009A-2 Lease. “Participating Underwriter” shall mean any of the original underwriters of the Series 2009A Certificates, the Series 2011B Certificates, the Series 2015D Certificates and the Series “Commencement Date” for the Series 2009A-2 Lease is February 26, 2009. 2016C Certificates required to comply with the Rule in connection with the offering of the Series “Lease Payment Dates” shall mean with respect to the Series 2009A-2 Lease, 2009A Certificates, the Series 2011B Certificates, Series 2015D Certificates and Series 2016C Certificates, respectively. (a) as to the principal portion of Basic Lease Payments: “Purchase Option Price” shall mean, with respect to any Series 2009A-2 Facility, as of (i) with respect to the Series 2009A Principal, Series 2015D Principal and each Lease Payment Date, the Basic Lease Payment then due plus the amount so designated by Series 2016C Principal payable under this Series 2009A-2 Lease, each January 15, in the the School Board and approved by the Series 2009A Credit Facility Issuer with respect to the years set forth on Exhibit B hereto, and Series 2009A Certificates as the remaining principal portion due with respect to such Series 2009A-2 Facility, minus any credits pursuant to the provisions of Section 3.2 of the Master (ii) with respect to the Series 2011B Principal payable under this Series Lease, plus, an amount equal to the interest to accrue with respect to the Certificates to be 2009A-2 Lease, each April 15, in the years set forth on Exhibit B hereto, and prepaid as a result of the release of such Series 2009A-2 Facility from the Series 2009A-2 Lease, from such Lease Payment Date to the next available date for prepaying such Certificates, unless (b) as to the interest portion of Basic Lease Payments: such prepayment shall occur on such Lease Payment Date, plus an amount equal to a pro-rata portion of any Additional Lease Payments and Supplemental Payments then due and owing (i) with respect to Series 2009A Interest, Series 2015D Interest and Series under the Series 2009A-2 Lease relating to such Series 2009A-2 Facility, including any 2016C Interest, each January 15 and July 15, commencing July 15, 2009 with respect to prepayment premiums payable on the Certificates to be prepaid. Series 2009A Interest, January 15, 2016 with respect to Series 2015D Interest and [July] 15, 2016 with respect to Series 2016C Interest; and “Rule” shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time (ii) with respect to Series 2011B Interest, to time. (A) determined at a Daily Rate, Weekly Rate and Index Floating Rate, “Series 2009A Certificates” means the $310,055,000 aggregate principal amount of two (2) Business Days prior to each applicable Interest Payment Date; Certificates of Participation, Series 2009A Evidencing Undivided Proportionate Interests of the Owners thereof in Basic Lease Payments to be made by the School Board of Miami-Dade (B) determined at a Long-Term Rate, each April 15 and October 15, County, Florida, as Lessee, pursuant to a Master Lease Purchase Agreement with Miami-Dade commencing on October 15, 2011, and after a Conversion, the first April County School Board Foundation, Inc., as Lessor. 15 or October 15 specified by the School Board in its notice of Conversion; “Series 2009A Credit Facility” shall mean the municipal bond insurance policy issued by the Series 2009A Credit Facility Issuer on February 26, 2009, insuring payment of the (C) determined at a Short-Term Rate or Rates in a Certificate Interest 2 3 MIA 185090062v2 MIA 185090062v2 principal portions and interest portions of Basic Lease Payments represented by the Series “Series 2015D Certificates” shall mean the $345,890,000 aggregate principal amount of 2009A Certificates when due. Certificates of Participation, Series 2015D Evidencing Undivided Proportionate Interests of the Owners thereof in Basic Lease Payments to be made by the School Board of Miami-Dade “Series 2009A Credit Facility Issuer” shall mean Assured Guaranty Corp., or any County, Florida, as Lessee, pursuant to a Master Lease Purchase Agreement with Miami-Dade successor thereto or assignee thereof. County School Board Foundation, Inc., as Lessor. “Series 2009A-2 Facilities” shall mean the Facilities described in this Schedule 2009A- “Series 2015D Interest” shall mean the interest portion of Basic Lease Payments 2, as this Schedule 2009A-2 may be further amended or supplemented from time to time. represented by the Series 2015D Certificates allocable to the Series 2009A-2 Lease. “Series 2009A Interest” shall mean the interest portion of Basic Lease Payments “Series 2015D Principal” shall mean the principal portion of Basic Lease Payments represented by the Series 2009A Certificates allocable to the Series 2009A-2 Lease. represented by the Series 2015D Certificates allocable to the Series 2009A-2 Lease. “Series 2009A Principal” shall mean the principal portion of Basic Lease Payments “Series 2015D Supplemental Trust Agreement” shall mean the Series 2015D represented by the Series 2009A Certificates allocable to the Series 2009A-2 Lease. Supplemental Trust Agreement dated as of December 1, 2015, between the Foundation and the Trustee. “Series 2009A Supplemental Trust Agreement” shall mean the Series 2009A Supplemental Trust Agreement dated as of February 1, 2009 between the Foundation and the “Series 2016C Certificates” shall mean the $[PAR] aggregate principal amount of Trustee. Certificates of Participation, Series 2016C Evidencing Undivided Proportionate Interests of the Owners thereof in Basic Lease Payments to be made by the School Board of Miami-Dade “Series 2011B Certificates” shall mean the $137,660,000 Certificates of Participation, County, Florida, as Lessee, pursuant to a Master Lease Purchase Agreement with Miami-Dade Series 2011B Evidencing Undivided Proportionate Interests of the Owners thereof in Basic County School Board Foundation, Inc., as Lessor. Lease Payments to be made by the School Board of Miami-Dade County, Florida, as Lessee, pursuant to a Master Lease Purchase Agreement with Miami-Dade County School Board “Series 2016C Interest” shall mean the interest portion of Basic Lease Payments Foundation, Inc., as Lessor. represented by the Series 2016CD Certificates allocable to the Series 2009A-2 Lease. “Series 2011B Credit Facility” shall mean the municipal bond new issue insurance “Series 2016C Principal” shall mean the principal portion of Basic Lease Payments policy issued by the Series 2011B Credit Facility Issuer on March 29, 2011, guaranteeing represented by the Series 2016C Certificates allocable to the Series 2009A-2 Lease. payment of the Series 2011B Principal and Series 2011B Interest portion of Basic Lease Payments represented by the Insured Certificates when due. “Series 2016C Supplemental Trust Agreement” shall mean the Series 2016C Supplemental Trust Agreement dated as of April 1, 2016, between the Foundation and the “Series 2011B Credit Facility Issuer” shall mean Assured Guaranty Municipal Corp., a Trustee. New York domiciled financial guaranty insurance company, or any successor thereto. Section 2. Lease Term. The total of all Lease Terms of the Series 2009A-2 Lease “Series 2011B Interest” shall mean the interest portion of Basic Lease Payments are expected to be approximately twenty (20) years consisting of an “Original Term” of represented by the Series 2011B Certificates allocable to the Series 2009A-2 Lease. approximately four (4) months from the Commencement Date through and including June 30, 2009, nineteen (19) Renewal Terms of twelve (12) months, each from July 1 through and “Series 2011B Principal” shall mean the principal portion of Basic Lease Payments including June 30 of the next succeeding calendar year, commencing July 1, 2009 and ending represented by the Series 2011B Certificates allocable to the Series 2009A-2 Lease. June 30, 2028, and a final Renewal Term of seven (7) months commencing July 1, 2028 and ending February 1, 2029. Each Lease Term shall be subject to annual renewal pursuant to the “Series 2011B Supplemental Trust Agreement” shall mean the Series 2011B provisions of Article II of the Master Lease. Supplemental Trust Agreement dated as of March 1, 2011, between the Foundation and the Trustee. Section 3. Series 2009A-2 Facilities Lease Purchased. A general description of the Series 2009A-2 Facilities and the estimated costs of the Series 2009A-2 Facilities lease 4 5 MIA 185090062v2 MIA 185090062v2 C-48 purchased under the Series 2009A-2 Lease are set forth in Exhibit A hereto. The School Board (d) Series 2016C Certificates. Pursuant to the provisions of Section 402 of the Series reserves the right to substitute other facilities for the facilities set forth herein, in accordance with 2016C Supplemental Trust Agreement the Trustee deposited the following sums attributable to the requirements of the Master Lease. the Series 2009A-2 Facilities to be lease purchased hereunder in the following accounts from the proceeds of the Series 2016C Certificates: Section 4. Application of Certain Proceeds of Certificates. Amount Account (a) Series 2009A Certificates. Pursuant to the provisions of Section 402 of the Series $______Escrow Deposit Trust Fund 2009A Supplemental Trust Agreement the Trustee deposited the following sums attributable to the Series 2009A-2 Facilities to be lease purchased hereunder in the following accounts from the $______Series 2016C Cost of Issuance Account proceeds of the Series 2009A Certificates: Amount Account Section 5. Basic Lease Payments. $67,625,000.00 Series 2009A Acquisition Account (a) Principal Portion of Basic Lease Payments. The principal portion of the Basic $93,206.14 Series 2009A Cost of Issuance Subaccount Lease Payments, the Lease Payment Dates with respect to the principal portion with respect to the Series 2009A-2 Facilities to be lease purchased which amounts are represented by the (b) Series 2011B Certificates. Pursuant to the provisions of Section 402 of the Series Certificates attributable to such Series 2009A-2 Facilities are set forth in Exhibit B. If, upon 2011B Supplemental Trust Agreement the Trustee deposited the following sums attributable to delivery of the Certificate of Acceptance indicating completion of the acquisition, construction, the Series 2009A-2 Facilities to be lease purchased hereunder in the following accounts from the installation and payment of all costs of the Series 2009A-2 Facilities, or if the School Board proceeds of the Series 2011B Certificates: determines not to acquire, construct or install one or more components of the Series 2009A-2 Facilities, it is determined that the cost of, and consequently the actual amount of Basic Lease Amount Account Payments for, a Series 2009A-2 Facility is different from the amount set forth herein, Exhibit B $18,618,466.34* Escrow Deposit Trust Funds shall be revised as necessary to reflect the adjusted Schedule of Basic Lease Payments for all Series 2009A-2 Facilities lease-purchased. The Schedule of Basic Lease Payments set forth on $39,305.73 Series 2011B Cost of Issuance Subaccount Exhibit B shall be no less than the aggregate of the portion of Series 2009A Principal, Series ______2011B Principal, Series 2015D Principal and Series 2016C Principal relating to the Series * Represents (i) $8,792,281.82 to the payment of the portion of the Basic Lease 2009A-2 Facilities, and shall only be amended (i) in the event of a prepayment or a prepayment Payments represented by the Refunded Series 2009A Certificates due under the Series 2009A-2 deposit of the principal portion of Basic Lease Payments represented by such portion of the Lease and (ii) $9,826,184.52 to the payment of the interest portion of the Basic Lease Payments outstanding Certificates pursuant to Section 7.2 or 7.3 of the Master Lease, or prepayment or represented by the Outstanding Series 2009A Certificates due under the Series 2009A-2 Lease defeasance of a portion of the outstanding Certificates pursuant to Article III of the Series 2009A through May 1, 2013. Supplemental Trust Agreement, the Series 2011B Supplemental Trust Agreement, the Series 2015D Supplemental Trust Agreement or the Series 2016C Supplemental Trust Agreement, as (c) Series 2015D Certificates. Pursuant to the provisions of Section 402 of the Series the case may be, or Section 801 of the Master Trust Agreement, or (ii) with respect to Series 2015D Supplemental Trust Agreement the Trustee deposited the following sums attributable to 2011B Principal, in connection with a Conversion in accordance with the Series 2011B the Series 2009A-2 Facilities to be lease purchased hereunder in the following accounts from the Supplemental Trust Agreement, in order to maintain substantially level payments of Series proceeds of the Series 2015D Certificates: 2011B Principal and Series 2011B Interest. Amount Account (b) Series 2009A Interest. The interest portion of the Basic Lease Payments and Interest Payment Dates (January 15 and July 15) with respect to the Series 2009A-2 Facilities to $93,968,990.76 Escrow Deposit Trust Fund be lease purchased which amounts are represented by the Series 2009A Certificates attributable $122,570.12 Series 2015D Cost of Issuance Account to such Series 2009A-2 Facilities are set forth in Exhibit B. 6 7 MIA 185090062v2 MIA 185090062v2 (c) Series 2011B Interest. The Series 2011B Interest represented by the Series 2011B Section 6. Additional Lease Payments. Certificates (a) Series 2009A Certificates. Additional Lease Payments with respect to the Series (i) which are issued as Long-Term Rate Certificates with an interest rate fixed 2009A-2 Lease consist of a pro rata portion of the following amounts paid with respect to both to maturity, shall be calculated in accordance with Section 202(d) of the Series 2011B the Series 2009A-1 Lease and the Series 2009A-2 Lease, except as otherwise provided herein, by Supplemental Trust Agreement; the School Board on the following dates: (ii) which are issued as Long-Term Rate Certificates with a maturity of May 1, 1. Trustee Fees: Acceptance Fee of $1,500. 2032, and an initial interest rate period ending April 30, 2016, initially shall be calculated Annual administration fee of $4,000, payable annually in advance in accordance with Section 202(d) of the Series 2011B Supplemental Trust Agreement; plus $1,000 while moneys remain in the Series 2009A Acquisition Account, plus activity charges. Annual Series 2009A (ii) at the election of the School Board in accordance with the provisions of Acquisition Account investment fee of $1,250 during the Series 2011B Supplemental Trust Agreement, the calculation of the Series 2011B construction period only. Interest represented by the Series 2011B Certificates maturing on May 1, 2032, may be converted to Daily Rate Certificates, Weekly Rate Certificates, Short-Term Rate 2. Trustee Expenses: $4,000 for counsel fees, plus out-of-pocket expenses billed at Certificates, Long-Term Rate Certificates, Index Floating Rate Certificates and\or cost. Auction Rate Certificates, and Series 2011B Interest with respect to such Series 2011B 3. Credit Facility $5,580,779.65 paid to the Series 2009A Credit Facility Issuer Certificates shall be determined at Daily Rate, Weekly Rate, Short-Term Rate or Rates, Issuer Payment: upon issuance of the Series 2009A Certificates with respect to the Long-Term Rate, Index Floating Rate and\or Auction Rate, as the case may be, payable Series 2009A Credit Facility on the applicable Lease Payment Dates for Series 2011B Certificates in such Interest Rate Period or Periods. 4. Hedge Agreement Any payment due pursuant to any Hedge Agreement; provided Payment: that payments due under a Hedge Agreement in the nature of a (d) Series 2015D Interest. The interest portion of the Basic Lease Payments and termination payment or settlement amount shall be paid only on Interest Payment Dates (January 15 and July 15) with respect to the Series 2009A-2 Facilities to scheduled Lease Payment Dates and only after Basic Lease be lease purchased which amounts are represented by the Series 2015D Certificates attributable Payments have been paid or provided for. to such Series 2009A-2 Facilities are set forth in Exhibit B. 5. Hedge Agreement Any premium owed to the insurer of any obligation under a (e) Series 2016C Interest. The interest portion of the Basic Lease Payments and Insurer Fee: Hedge Agreement. Interest Payment Dates (January 15 and July 15) with respect to the Series 2009A-2 Facilities to The fees set forth above for Trustee services include services under Schedules 2009A-1 and be lease purchased which amounts are represented by the Series 2016C Certificates attributable 2009A-2. to such Series 2009A-2 Facilities are set forth in Exhibit B. (b) Series 2011B Certificates. Additional Lease Payments with respect to the Series (f) (i) The interest portion of the Basic Lease Payments represented by the Series 2011B Certificates consist of a pro rata portion of the following amounts to be paid with respect 2009A Certificates, Series 2015D Certificates and Series 2016A Certificates, expressed as an to both the Series 2009A-1 Lease and the Series 2009A-2 Lease, except as otherwise provided annual interest rate, is exempt from the limitations on interest rates set forth in Section 215.84, below, by the School Board on the following dates: Florida Statutes, because the Series 2009A Certificates, Series 2015D Certificates and Series 2016A Certificates, are rated within the three highest rating categories by a nationally recognized 1. Trustee Fees: Acceptance Fee of $1,500 (covers the Series 2011A rating service. Certificates and the Series 2011B Certificates). (ii) The interest portion of the Basic Lease Payments represented by the Series 2011B Annual administration fee of $2,500, payable annually in Certificates expressed as an annual interest rate, is within the limitation on interest rates set forth advance, plus activity charges. in Section 215.84, Florida Statutes, because it does not exceed 300 basis points above the “20- 2. Trustee Expenses: $3,500 for counsel fees, plus out-of-pocket expenses billed at Bond Index” as published in The Bond Buyer on February 28, 2011. cost. 8 9 MIA 185090062v2 MIA 185090062v2 C-49 3. Escrow Agent Fee: $500 annual charge for escrow administration Series 2015D Certificates 4. Credit Facility Issuer $350,585.94 to be paid to the Series 2011B Credit Facility Issuer 1. Trustee Fees: Acceptance Fee of $1,500. Payment: upon issuance of the Series 2011B Certificates with respect to the Annual administration fee of $2,975, payable annually in advance, plus Series 2011B Credit Facility activity charges. 5. Remarketing Agent During any period in which a Remarketing Agent is acting 2. Trustee Expenses: $1,500 for counsel fees, plus out-of-pocket expenses billed at cost. Fee: under the Trust Agreement, the fees and expenses set forth in an agreement with such Remarketing Agent. The fees set forth above for Trustee services include services under Schedules 2008B-1 and 2008B-2 and Schedules 2009A-1 and Schedule 2009A-2. 6 Liquidity Provider While a Liquidity Facility credit enhances the Series 2011B Fee:. Certificates, the fees and expenses set forth in an agreement with the provider of such Liquidity Facility. Series 2016C Certificates 7. Hedge Agreement Any payment due pursuant to any Hedge Agreement; provided 1. Trustee Fees: Acceptance Fee of $1,500. Payment: that payments due under a Hedge Agreement in the nature of a Annual administration fee of $2,975, payable annually in advance, plus termination payment or settlement amount shall be paid only activity charges. on scheduled Lease Payment Dates and only after Basic Lease 2. Trustee Expenses: $1,500 for counsel fees, plus out-of-pocket expenses billed at cost. Payments have been paid or provided for. 8. Hedge Agreement Any premium owed to the insurer of any obligation under a The fees set forth above for Trustee services include services under Schedules [2008B-1 and 2008B-2 Insurer Fee: Hedge Agreement. and] Schedule 2009A-2. 9. Auction Agent Fee During any period in which the interest portion of Basic Lease Section 7. Prepayment Provisions. In addition to or in lieu of the prepayment Payments is determined at the Auction Rate, the fee payable to provisions of Section 7.2 of the Master Lease, the principal portion of the Basic Lease Payments the Auction Agent. due as provided in Section 5 of this Schedule 2009A-2 is subject to the following prepayment provisions: 10. Broker-Dealer Fee: During any period in which the interest portion of Basic Lease Payments is determined at an Auction Rate, the fee payable to A. Optional Prepayment for the Series 2009A Certificates the Broker-Dealer. The principal portion of Basic Lease Payments due on or before January 15, 2019, shall not be subject to prepayment at the option of the School Board. The fees set forth in the table above with respect to Series 2011B Certificates include services under Schedules 2007A-1 and 2007A-2, Schedules 2007-1 and 2007-2 and Schedules 2009A-1 The principal portion of Basic Lease Payments due on or after January 15, 2020, shall be and 2009A-2. subject to prepayment on or after January 15, 2019, by the School Board in whole or in part at any time, and if in part, in such order of due dates of the principal portion of the Basic Lease Payments as shall be designated by the School Board to be prepaid, at the Prepayment Price equal to 100% of the principal portion of Basic Lease Payments being prepaid plus the interest portion of the Basic Lease Payments with respect to such prepaid principal portion accrued to the Prepayment Date. 10 11 MIA 185090062v2 MIA 185090062v2 B. Extraordinary Prepayment for the Series 2009A Certificates, Series 2011B and of such maturities (treating sinking fund prepayment dates as maturities for such purpose) Certificates, Series 2015D Certificates and Series 2016C Certificates. The extraordinary as the School Board may direct, plus the Series 2011B Interest accrued with respect to such prepayment provisions set forth in Section 7.2(B) and Section 5.4(b) of the Master Lease shall prepaid Series 2011B Principal to the Prepayment Date: not apply to the Series 2009A-2 Lease. C. Optional Prepayment of the Series 2011B Principal Years from Conversion Date until end of Long-Term Rate First Day (a) During any period in which Series 2011B Interest is determined at a Daily Rate or Period of Prepayment Period Prepayment Price Weekly Rate, the Series 2011B Principal is subject to optional prepayment at any time upon request of the School Board in whole or in part in such amounts and from such due dates as the More than fifteen Tenth anniversary of 101% declining by 1% on the School Board shall direct, at a price equal to the Series 2011B Principal to be prepaid, without Conversion Date next anniversary after the premium, plus the Series 2011B Interest accrued with respect to such prepaid principal portion to tenth anniversary of the the Prepayment Date. Conversion Date and thereafter at 100% (b) During any period in which Series 2011B Interest is determined at a Certificate More than ten but not more Seventh anniversary of 101% declining by 1% on the Interest Term Rate or Rates, the Series 2011B Principal is subject to optional prepayment upon than fifteen Conversion Date next anniversary after the request of the School Board on the day succeeding the last day of any Certificate Interest Term seventh anniversary of the in the amount of the Series 2011B Principal represented by Series 2011B Certificates subject to Conversion Date and the related Certificate Interest Term Rate to be prepaid at a price equal to the Series 2011B thereafter at 100% Principal to be prepaid, without premium, plus the Series 2011B Interest accrued with respect to such prepaid principal portion to the Prepayment Date. More than seven but not Fifth anniversary of 101% declining by 1% on the more than ten Conversion Date next anniversary after the (c) (i) Series 2011B Principal represented by Series 2011B Certificates issued in fifth anniversary of the a Long-Term Rate Period and maturing on May 1, 2031, is subject to prepayment at the option of Conversion Date and the School Board on or after May 1, 2021, if the School Board elects to prepay the principal thereafter at 100% portion of Basic Lease Payments due under the Series 2009A-1 Lease in whole or in part at any time, and if in part, in such order of maturity of Series 2011B Certificates corresponding to the More than four but not more Third anniversary of 101% declining by 1% on the due dates of the principal portion of the Basic Lease Payments under the 2009A-1 Lease, as shall than seven Conversion Date next anniversary after the be designated by the School Board to be prepaid, and by lot within a maturity in such manner as third anniversary of the the Trustee may determine, at the Prepayment Price equal to the Series 2011B Principal Conversion Date and represented by the Series 2011B Certificates or portions thereof to be prepaid, plus the interest thereafter at 100% accrued to the Prepayment Date. Four or fewer Not Callable N.A. (ii) Series 2011B Principal represented by Series 2011B Certificates issued in a Long-Term Rate Period and maturing on May 1, 2032, is not subject to optional prepayment in Notwithstanding any provision in the Series 2009A-2 Lease, this Schedule 2009A-2 may the initial Long-Term Rate Period. be amended as of a Conversion Date upon the request of the School Board, to change the prepayment provisions applicable during a Long-Term Rate Period to such prepayment (iii) After Conversion, during any period in which Series 2011B Principal is provisions as are recommended by the Remarketing Agent as conforming to then current market determined at a Long-Term Rate, the Series 2011B Principal is subject to optional prepayment practices and acceptable to the School Board provided the School Board provides a Favorable upon request of the School Board in whole or in part (i) on the first day of a Long-Term Rate Opinion to the Trustee. Period, at a Prepayment Price equal to the Series 2011B Principal to be prepaid, without premium, plus the Series 2011B Interest accrued with respect to the prepaid principal portion to (d) Series 2011B Principal represented by ARS is subject to prepayment at the option the Prepayment Date, and (ii) at the times and at the prices set forth below, and in such amounts of the School Board, on any ARS Interest Payment Date, as a whole or in part in an Authorized 12 13 MIA 185090062v2 MIA 185090062v2 C-50 Denomination, at a Prepayment Price equal to the Series 2011B Principal represented thereby, E. Optional Prepayment for the Series 2016C Certificates without premium, plus the accrued Series 2011B Interest represented thereby to the Prepayment Date. The principal portion of Basic Lease Payments due on or before February 1, [20__], shall not be subject to prepayment at the option of the School Board. (e) During any period in which Series 2011B Principal is calculated at the applicable interest rate for Delayed Remarketing Certificates, such Series 2011B Principal is subject to The principal portion of Basic Lease Payments due on or after February 1, [20__], shall optional prepayment upon request of the School Board in whole or in part on any Business Day be subject to prepayment at the option of the School Board in whole or in part on February 1, at a Prepayment Price equal to the Series 2011B Principal represented thereby, without premium, [20__], and any day thereafter and, if in part, in such order of due dates of the principal portion plus the Series 2011B Interest represented thereby accrued to the Prepayment Date. of the Basic Lease Payments as shall be designated by the School Board. to be prepaid, and by lot within a maturity in such manner as the Trustee may determine, at the Prepayment Price (f) During any period in which Series 2011B Principal is determined at an Index equal to the principal portion of Basic Lease Payments represented by the Series 2015D Floating Rate, the Series 2011B Principal is subject to optional prepayment upon request of the Certificates or portions thereof to be prepaid, plus the interest portion of the Basic Lease School Board in whole or in part on the day succeeding the last day of any Index Floating Rate Payments accrued to the optional Prepayment Date. Period at a price equal to the Series 2011B Principal represented thereby, without premium, plus the Series 2011B Interest represented thereby accrued to the Prepayment Date. Section 8. Other Special Provisions. (g) Series 2011B Principal represented by Provider Certificates is subject to A. Representations. prepayment prior to maturity on any date at the option of the School Board as a whole or in part in such amounts and in such order of due dates of the Series 2011B Principal as the School (1) The School Board hereby confirms its representations, covenants and Board shall designate, at the Prepayment Price equal to the Series 2011B Principal to be prepaid, warranties set forth in Section 2.10 of the Master Lease, except that all references therein to the without premium, plus the accrued interest portion thereon to the Prepayment Date. Master Lease shall be deemed to refer to the Master Lease as supplemented by this Schedule 2009A-2 and all references therein to the Facilities shall include the Series 2009A-2 Facilities (h) Special Mandatory Prepayment. The Series 2011B Principal due under this and, except as otherwise provided below. The Foundation hereby confirms its representations, Series 2009A-2 Lease represented by Provider Certificates shall be subject to prepayment in covenants and warranties set forth in Section 2.11 of the Master Lease, except that all references periodic installments in accordance with the Liquidity Facility and at the Prepayment Price therein to the Master Lease shall be deemed to refer to the Master Lease as supplemented by this provided in the Liquidity Facility. Schedule 2009A-2 and all references therein to the Facilities shall include the Series 2009A-2 Facilities, and except as otherwise provided below. D. Optional Prepayment for the Series 2015D Certificates (2) The School Board and the Foundation hereby represent that the Master The principal portion of Basic Lease Payments due on or before February 1, 2026, shall Lease is in effect and that to their knowledge there are no defaults on the date of execution of not be subject to prepayment at the option of the School Board. this Schedule 2009A-2 under any Lease, Ground Lease or the Trust Agreement. The principal portion of Basic Lease Payments due on or after February 1, 2027, shall be (3) The School Board hereby represents, covenants and warrants that adequate subject to prepayment at the option of the School Board in whole or in part on February 1, 2026, water, sanitary sewer and storm sewer utilities, electric power, telephone and other utilities are and any day thereafter and, if in part, in such order of due dates of the principal portion of the available to the 2009A-2 Facilities, or the cost of making them available is included in the Basic Lease Payments as shall be designated by the School Board. to be prepaid, and by lot School Board’s acquisition and construction budget for the Series 2009A-2 Facilities. within a maturity in such manner as the Trustee may determine, at the Prepayment Price equal to the principal portion of Basic Lease Payments represented by the Series 2015D Certificates or (4) To the extent permitted by Florida law, including by the provisions of portions thereof to be prepaid, plus the interest portion of the Basic Lease Payments accrued to Section 768.28, Florida Statutes, the School Board agrees to pay or reimburse the Series 2009A the optional Prepayment Date. Credit Facility in accordance with the provisions of Section 503(i) of the Series 2009A Supplemental Trust Agreement. 14 15 MIA 185090062v2 MIA 185090062v2 B. Title. Notwithstanding the provisions of Section 6.1 of the Master Lease, title to Communications related to an Event of Default shall also be the Series 2009A-2 Facilities shall be vested in the School Board upon acquisition. sent to the attention of the General Counsel and marked “URGENT MATERIAL ENCLOSED”. C. Notices. Copies of all notices required to be given to a Credit Facility Issuer pursuant to the Master Lease shall be given to the Series 2009A Credit Facility Issuer and the D. Supplemental Provisions Required by Series 2011B Credit Facility Issuer. Series 2011B Credit Facility Issuer at the following addresses: For purposes of the Series 2009A-2 Lease with respect to the Insured Certificates, the following provisions shall apply: To the Series 2009A Credit Facility Issuer (1) To the extent the School Board elects to self-insure for any damage or Assured Guaranty Corp. liability as provided in Section 5.3 of the Master Lease, such self-insurance moneys nd 31 West 52 Street may not be commingled with any other School Board moneys, and any self-insurance New York, New York 10019 program pursuant to the provisions of Section 5.3 of the Master Lease shall be approved Attention: General Counsel by the Series 2011B Credit Facility Issuer. Policy No. D-2009-210 (2) The cure period for a covenant default pursuant to Section 8.1(c) of the with a copy to: Master Lease shall be thirty (30) days instead of sixty (60) days. Assured Guaranty Corp. (3) Subject to the rights of other Credit Facility Issuers and to the rights of the 31 West 52nd Street holders of uninsured Series 2011B Certificates, the Series 2011B Credit Facility Issuer New York, New York 10019 shall direct and control all remedies on Default pursuant to Section 8.2 of the Master Attention: Risk Management Department - Public Finance Surveillance Lease. E-mail: [email protected] (4) The Series 2011B Credit Facility Issuer shall be provided with the AND following: (i) Annual audited financial statements within 120 days after the end To the Series 2011B Credit Facility Issuer: of the School Board’s fiscal year and the School Board’s annual budget within 30 days after the approval thereof; Assured Guaranty Municipal Corp. (ii) Notice of any default known to the Trustee within five Business (formerly known as Financial Security Assurance Inc.) nd Days after knowledge thereof; 31 West 52 Street New York, New York 10019 (iii) Prior notice of any unscheduled prepayment of Insured Attention: Managing Director - Surveillance Certificates, including the principal amount, maturities and CUSIP numbers Telephone: (212) 826-0100 thereof; Telecopier: (212) 339-3556 Policy No. 213219-N (iv) Notice of the resignation or removal of the Trustee, Paying Agent and Registrar and the appointment of, and acceptance of duties by any successor thereto; (v) Notice of the commencement of any proceedings by or against the School Board or the Foundation commenced under the United States 16 17 MIA 185090062v2 MIA 185090062v2 C-51 Bankruptcy Code or any other applicable bankruptcy, insolvency, irrevocably waives any right to specific performance of the School Board’s receivership, rehabilitation or similar law (an “Insolvency Proceeding”); covenants upon any such termination of the Lease Term. (vi) Notice of the making of any claim in connection with any Upon the termination of the Lease Term as a result of a default by the Insolvency Proceeding seeking the avoidance of a preferential transfer of School Board, the Foundation shall have, in addition to the rights and remedies payment of principal of, or interest on, the Insured Certificates; described above, the right to sue for compensatory damages, including damages for any loss suffered by the Foundation or the Trustee as a result of the School (vii) A full original transcript of all proceedings relating to the Board’s failure to pay the unpaid balance of the Purchase Option Price when due. execution of any amendment or supplement to the Master Trust Agreement or the Master Lease, other than an amendment or supplement which only F. Continuing Disclosure. For purposes of the Series 2009A-2 Lease, with respect provides for the issuance of a new Series of Certificates; and to the Certificates, the School Board hereby covenants and agrees that it will comply with and carry out all of the provisions of the respective Disclosure Agreement. Notwithstanding any (viii) All reports, notices and correspondence to be delivered under the other provision of the Series 2009A-2 Lease, failure of the School Board to comply with the terms of the Trust Agreement or the Series 2009A-1 Lease. Disclosure Agreement shall not be considered an Event of Default; however, provided it has been satisfactorily indemnified in accordance with Section 602 of the Master Trust Agreement as E. Remedies Upon Nonappropriation or Default. For purposes of the Series if it were proceeding under Section 602 of the Master Trust Agreement, the Trustee may (and, at 2009A-2 Lease only, Section 3.6 of the Master Lease shall not apply and, in its place, the the request of any Participating Underwriter or the Holders of at least 25% aggregate principal following shall govern: amount in Certificates, shall) or any Holder of Certificates or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking specific performance by court Section 3.6 No Surrender of Series 2009A-2 Facilities. order, to cause the School Board to comply with its obligations under this Section 8.F. For purposes of this Section, “Beneficial Owner” means any person who (a) has the power, directly (A) Upon termination of the Series 2009A-2 Lease Term prior to the payment or indirectly, to vote or consent with respect to, or to dispose of ownership of, any of the of all Lease Payments scheduled therefor or without the payment of the then Certificates (including persons holding Certificates through nominees, depositories or other applicable Purchase Option Price of the Series 2009A-2 Facilities, or (B) as intermediaries), or (b) is treated as the owner of any Certificates for federal income tax purposes. provided in Section 8.2 of the Master Lease upon the occurrence of an event of default, then the Purchase Option Price of the Series 2009A-2 Facilities, shall G. Notice of Amendments. The School Board shall provide written notice to each become immediately due and payable, but only from the School Board’s current Rating Agency at least 15 days in advance of the execution of any amendments to the Series or other funds authorized by law and appropriated for such purpose as provided in 2009A-2 Lease, the Trust Agreement or the Series 2009A Assignment Agreement. A full Section 3.1 of the Master Lease. The Foundation’s sole remedy (other than rights transcript of all proceedings relating thereto shall be provided to the Series 2009A Credit Facility and remedies it may have at law against the School Board’s legally available Issuer. funds for compensatory damages as provided below upon the occurrence of an Event of Default under Section 8.1 of the Master Lease) shall be to seek a H. Certificate of Acceptance. The School Board shall provide the Series 2009A judgment against the School Board for the unpaid balance of the Purchase Option Credit Facility Issuer a copy of the Certificate of Acceptance set forth in Exhibit B to the Master Price, which judgment shall be enforceable solely against the School Board’s Lease at the same time it is filed with the Trustee. legally available funds. I. Section 3.2(b) of the Master Lease. For purposes of the Series 2009A-1 Lease, Notwithstanding the obligations of the School Board to pay the Purchase Section 3.2(b) of the Master Lease shall read as follows: Option Price of the Series 2009A-2 Facilities, the School Board shall be under no obligation to transfer possession of and/or title to the Series 2009A-2 Facilities, to (b) Upon the completion of acquisition and construction of the Series the Foundation, and the Foundation shall have no right under the Series 2009A-2 2009A-2 Facilities and payment of all Costs of the Series 2009A-2 Facilities or Lease to involuntarily dispossess the School Board of the use and enjoyment of or upon the termination of the Lease Term of the Series 2009A-2 Lease pursuant to title to any of the Series 2009A-2 Facilities, and the Foundation hereby Section 4.1 of the Master Lease and the delivery of a Favorable Opinion, the amounts, if any, on deposit in the Acquisition Account for a related Series of 18 19 MIA 185090062v2 MIA 185090062v2 Certificates shall be transferred to the Series 2009A Lease Payment Account, to IN WITNESS WHEREOF, the Trustee has caused this Schedule 2009A-2 to be be applied to Basic Lease Payments next coming due under the Series 2009A-2 executed in its corporate name by its duly authorized officer, and the Foundation has caused this Lease. Schedule 2009A-2 to be executed in its corporate name by its duly authorized officers, and the School Board has caused this Schedule 2009A-2 to be executed in its name by its duly J. Section 9.11 of the Master Lease. For purposes of the Series 2009A-2 Lease, authorized members or officers on the date set forth below their respective signatures and all as Section 9.11 of the Master Lease shall not apply. The School Board hereby represents and of the day and year first written above. warrants that it has taken no action and covenants that it will take no action to implement the provisions of Section 9.11 of the Master Lease. THE BANK OF NEW YORK MELLON K. Effective Date. Schedule 2009A-2, as amended and restated as of April 1, 2016, TRUST COMPANY, N.A. shall be effective as of [CLOSING DATE]. By:______Linda Boenish, Vice President [Remainder of Page Intentionally Left Blank] [SEAL] MIAMI-DADE COUNTY SCHOOL BOARD FOUNDATION, INC. Attest:______By:______Leonardo Fernandez, Assistant Secretary Judith M. Marte, Vice President [SEAL] THE SCHOOL BOARD OF MIAMI- DADE COUNTY, FLORIDA Attest: By:______By:______Alberto M. Carvalho Perla Tabares Hantman Secretary Chair 20 21 MIA 185090062v2 MIA 185090062v2 C-52 C-53 C-54 C-55 C-56 C-57 C-58 C-59 C-60 C-61 C-62 C-63 C-64 C-65 C-66 C-67 C-68 C-69 C-70 C-71 C-72 ! " # $ !% "& % #$$# '()**((+,--,(+-+(!.+/"0+,-#$$1 (,)( (+/2,-0 # MIA 185090978v4 C-73 ! " % # & $ ' ! ! 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v4 MIA 185090978v4 C-74 & ( *- * 1,-62+ ./ * ),@28, 8 8+,1,-+ 1*+,-( +4, @4..2 .*1) 1,/8*8@,) *8 H%(( 061-6*8+ +. +4, *-+,1 16-+ 91,,7,8+( *- -6002,7,8+,) => * ,1,- *))+.8*2 0.1+.8 ./ +- .=29*+.8- 68),1 +4, 198*2 ,1,- % ? ,*-,( *- 01,F.6-2> 6002,7,8+*216-+91,,7,8+)*+,)*-./ *>( (*0.1+.8./<4@4-*22.@*=2,+.+4, *7,8),)*8)1,-+*+,)(*8)--6,),1+/@*+,-./*1+@0*+.8(,1,-3+4,O,1,- 1,/68)89./,1,-&,1+/@*+,-(*8)8@.88,@+.8+4,1,<+41,-+16@+61,)+-.=29*+.8- ,1+/@*+,-P; 8 *8 *991,9*+, 018@0*2 *7.68+ ./ H (( 061-6*8+ +. +4, *-+,1 16-+ 68),1+4,198*2,1,-&? ,*-,=>*7,8)89*8)1,-+*+89+4,198*2,1,-&? 91,,7,8+(*--6002,7,8+,)=>*,1,-6002,7,8+*216-+91,,7,8+)*+,)*-./E62> ,*-,!*8) ((=,+<,,8+4, .68)*+.8*8)+4,16-+,,!*8) & ( *- * 1,-62+ ./ * ),@28, 8 8+,1,-+ 1*+,-( +4, @4..2 .*1) 1,/8*8@,) *8 & #+4,@4..2 .*1)*8)+4, .68)*+.84*F,,8+,1,)8+.3;*,1,-& *))+.8*20.1+.8./+-.=29*+.8-68),1+4,198*2,1,-% ? ,*-,(+4,198*2,1,- #1.68) ,*-,)*+,)*-./ ,=16*1>(&3+4,O,1,-.68) ,*-,P;(3;@4,)62, % ? ,*-,(+4,198*2,1,-&? ,*-,*8)+4,198*2,1,-&? ,*-,(*- &?)*+,)*-./ ,=16*1>(&3O@4,)62,&?P*8)+.9,+4,1<+4+4, *-+,1 ,*-,( ,*@44*)=,,801,F.6-2>*7,8),)*8)1,-+*+,)(*8)--6,),1+/@*+,-./*1+@0*+.8(,1,- +4,O198*2,1,-&? ,*-,P;(*8)3;@4,)62,&?)*+,)*-./ ,=16*1>(& 3+4, O,1,- ,1+/@*+,-P; 8 *8 *991,9*+, 018@0*2 *7.68+ ./ H "(%&( 3O@4,)62,&?P*8)+.9,+4,1<+4+4, *-+,1 ,*-,(+4,O198*2,1,-&? ,*-,P; 061-6*8++.+4, *-+,116-+91,,7,8+(*--6002,7,8+,)=>*,1,- 6002,7,8+*216-+ 061-6*8++.<4@4+4,@4..2 .*1)2,*-,-@,1+*81,*2*8)0,1-.8*201.0,1+>+.+4, .68)*+.8 91,,7,8+)*+,)*-./ ,@,7=,1((=,+<,,8+4, .68)*+.8*8)+4,16-+,,!*8) 3+4,O,1,-&? *@2+,-P*8)O,1,-&? *@2+,-P(1,-0,@+F,2>*8)@.22,@+F,2>( +4,O,1,-& *@2+,-P;*8)2,*-,--6@4 *@2+,-*8)-6=2,*-,-/1.7+4, .68)*+.8+4, & #061-6*8++.+4,01.F-.8-./,@+.8- ./+4, *-+,1 ,*-,*8),@+.8 1,*201.0,1+>.8<4@4+4,,1,-&? *@2+,-*1,2.@*+,)!*8) ./ +4, 16-+ 91,,7,8+( +4, .68)*+.8 *8) +4, @4..2 .*1) 7*> )1,@+ +4, 16-+,, +. --6,1,/68)89,1+/@*+,-!*8) & # +4, .68)*+.8 4*- ,8+,1,) 8+. * *-+,1 16-+ 91,,7,8+ )*+,) *- ./ 696-+ ( &&" 3+4, O *-+,1 16-+ 91,,7,8+P; <+4 4, *8C ./ ,< .1C ,22.8 16-+ & # +4, 16-+,, 4*- 1,@,F,) *8 .1),1 /1.7 *8 6+4.1A,) .68)*+.8 .70*8>( 3-6@@,--.1 8 8+,1,-+ +. *+.8- *8C ./ 2.1)*( ;( *- +16-+,, 3+4, ,01,-,8+*+F, 1,2*+89 +. +4, --6*8@, ./ +4, ,1,- ,1+/@*+,- 3+4, O,1,- O16-+,,P;(01.F)89/.1+4,--6*8@,./-,1,-./,1+/@*+,-./*1+@0*+.8+.+4,06=2@/1.7 ,1+/@*+,-P;!*8) +7,+.+7,(1,01,-,8+8968)F),)01.0.1+.8*+,8+,1,-+-8+4,018@0*20.1+.8*8)8+,1,-+ 0.1+.8./+4,=*-@2,*-,0*>7,8+-+.=,7*),=>+4,@4..2 .*1)68),1+4, *-+,1 ,*-,*8) & #+4,@4..2 .*1)4*-),+,178,)+4*++-8+4,=,-+8+,1,-+./+4, -+1@+ +4,@4,)62,.1@4,)62,-1,2*+89+.-6@4-,1,-./,1+/@*+,-!*8) +.1,/8*8@,*0.1+.8./+-.=29*+.8-68),1+4,198*2,1,-% ? ,*-,(198*2,1,- % ? ,*-,*8)198*2,1,-&? ,*-,(,*@4*-01,F.6-2>*7,8),)*8)1,-+*+,)(=> & #+.01.F),/68)-/.1+4,*@D6-+.8*8)G.1@.8-+16@+.8./+4,,1,-& *7,8)89 *8) 1,-+*+89 @4,)62, % ? 3O7,8),) *8) ,-+*+,) @4,)62, % ?P *8) *@2+,-( ,1+/@*+,- ./ *1+@0*+.8( ,1,- & <,1, --6,) 8 +4, *991,9*+, 018@0*2 +.9,+4,1<+4+4, *-+,1 ,*-,(+4,O,1,-% ? ,*-,P;(@4,)62,% ?3O7,8),)*8) *7.68+ ./ H (( 3+4, O,1,- & ,1+/@*+,-P; 061-6*8+ +. +4, *-+,1 16-+ ,-+*+,)@4,)62,% ?P*8)+.9,+4,1<+4+4, *-+,1 ,*-,(+4,O,1,-% ? ,*-,P;( 91,,7,8+( *- -6002,7,8+,) => * ,1,- & 6002,7,8+*2 16-+ 91,,7,8+ )*+,) *- ./ *8) @4,)62, &? 3O7,8),) *8) ,-+*+,) @4,)62, &?P *8) +.9,+4,1 <+4 +4, ,=16*1>(&!*8) *-+,1 ,*-,( +4, O,1,- &? ,*-,P; *8) +. --6,( 061-6*8+ +. +4- ,1,- 6002,7,8+*216-+91,,7,8+(1,/68)89,1+/@*+,-./*1+@0*+.8(8+4,*991,9*+,018@0*2 & #+4, .68)*+.8*--98,)-6=-+*8+*22>*22./+-8+,1,-+8+4,,1,-& *7.68+8.++.,B@,,)H&((<+41,-0,@++.+4,1,/68)89./*0.1+.8./+4,,1,-% #1.68) ,*-,(+4,198*2,1,-&? ,*-,*8)+4,198*2,1,-&? ,*-,+.+4, ,1+/@*+,-3+4,O,/68),),1,-% ,1+/@*+,-P;(*8)8+4,*991,9*+,018@0*2*7.68+ 16-+,,061-6*8++.*,1,-&--987,8+91,,7,8+)*+,)*-./ ,=16*1>(&!*8) 8.+ +. ,B@,,) H(( <+4 1,-0,@+ +. +4, 1,/68)89 ./ * 0.1+.8 ./ +4, ,1,- & ,1+/@*+,- 3+4, O,/68),) ,1,- & ,1+/@*+,-P;( 1,01,-,8+89 68)F),) 01.0.1+.8*+, & # *- * 0*1+./ * 1,-+16@+6189( +4, @4..2 .*1) 1,/8*8@,)* 0.1+.8 ./ +- 8+,1,-+-./+4,.<8,1-+4,1,./8 *-@ ,*-,*>7,8+-+.=,7*),=>+4,@4..2 .*1)68),1 .=29*+.8-68),1+4,198*2,1,-&? ,*-,*8)+4,198*2,1,-&? ,*-,=> 3; +4, ,1,- % ? ,*-, ,D6*22> *8) 1*+*=2> <+4 +4, 0.1+.8 ./ +4, 6+-+*8)89 ,1,- *7,8)89 *8) 1,-+*+89 @4,)62, &? *8) @4,)62, &? *8) --689 ,1+/@*+,- ./ ,1+/@*+,-( ,1,- ,1+/@*+,-( ,1,- ,1+/@*+,- *8) ,1,- *1+@0*+.8(,1,- 3+4,O,1,- ,1+/@*+,-P;8*8*991,9*+,018@0*2*7.68+./ ,1+/@*+,-( *22.@*=2, +. +4, ,1,- % ? ,*-, *8) *8> .+4,1 ,1+/@*+,- 1,01,-,8+89 *8 H (( 061-6*8+ +. +4, 16-+ 91,,7,8+( *- -6002,7,8+,) => * ,1,- 8+,1,-+ 8 +4, *-@ ,*-, *>7,8+- +. =, 7*), => +4, @4..2 .*1) 061-6*8+ +. +4, ,1,- 6002,7,8+*2 16-+ 91,,7,8+ )*+,) *- ./ *1@4 ( ( * 0.1+.8 ./ <4@4 ,1,- % ? ,*-,( 3; +4, ,1,- % ? ,*-, ,D6*22> *8) 1*+*=2> <+4 +4, 0.1+.8 ./ +4, ,1+/@*+,--*22.@*=2,+.+4,1,/68)89./,1,-&,1+/@*+,-!*8) 6+-+*8)89,1,-% ,1+/@*+,-(,1,- ,1+/@*+,-*8),1,- ,1+/@*+,-( *22.@*=2,+.+4,,1,-% ? ,*-,*8)*8>.+4,1,1+/@*+,-1,01,-,8+89*88+,1,-+8+4, & # *- 0*1+ ./ * -6=-,D6,8+ 1,-+16@+6189( +4, @4..2 .*1) 1,/8*8@,) *8 *-@ ,*-,*>7,8+-+.=,7*),=>+4,@4..2 .*1)061-6*8++.+4,,1,-% ? ,*-,( *))+.8*2 0.1+.8 ./ +- .=29*+.8- 68),1 +4, 198*2 ,1,- &? ,*-,( *- 01,F.6-2> *8)3;+4,,1,-&? ,*-,,D6*22>*8)1*+*=2><+4+4,0.1+.8./+4,6+-+*8)89,1,- *7,8),)*8)1,-+*+,)(=>*7,8)89*8)1,-+*+89@4,)62,&?*8)--689,1+/@*+,-./ &,1+/@*+,-*8),1,- ,1+/@*+,-(*22.@*=2,+.+4,,1,-&? ,*-,*8)*8> *1+@0*+.8(,1,- 3+4,O,1,- ,1+/@*+,-P;8*8*991,9*+,018@0*2*7.68+./ " MIA 185090978v4 MIA 185090978v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email protected], --,78*+.89,8+91,,7,8+ <+4+4, *-+,1 ,*-, 3,1,-,1+/@*+,-;()*+,)+4,2.-89 *+,(,B,@6+,)*8)),2F,1,)=>+4,@4..2 .*1) MIA 185090978v4 MIA 185090978v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email protected]*+,)( *0+*2 +4, ,1,- % ? ,*-,( *8) 3; +4, ,1,- &? ,*-, ,D6*22> *8) 1*+*=2> <+4 +4, *1C,+- (*>7.8)E*7,-N--.@*+,-8@*8) *0+*2 *1C,+- 0.1+.8./+4,6+-+*8)89,1,-&,1+/@*+,-*8),1,- ,1+/@*+,-(*22.@*=2,+. +4,,1,-&? ,*-,*8)*8>.+4,1,1+/@*+,-1,01,-,8+89*88+,1,-+8+4, *-@ ,*-, O,; ++,R(P-4*227,*8+*8)*1)N..1R-*+89,1F@,-(*)F-.8./+4, *>7,8+-+.=,7*),=>+4,@4..2 .*1)061-6*8++.+4,,1,-&? ,*-, @#1*<22.70*8,-8@ 3); 82,--+4, .68)*+.8-4*22.+4,1<-,)1,@+(+4,,1,-,1+/@*+,--4*22 =,2,++,1,)*8)867=,1,)8-6@47*88,1*-+4,16-+,,-4*22),,7*),D6*+,*8)*001.01*+, " 3,; 4,,1,-,1+/@*+,--4*22=,)*+,)*-./+4,2.-89 *+,*8)-4*22*2-. -4.< +4, )*+, ./ *6+4,8+@*+.8 +4,1,./ 4, 8+,1,-+ 0.1+.8 ./ *-@ ,*-, *>7,8+- $ $ < " " 1,01,-,8+,)=> +4, ,1,- ,1+/@*+,- -4*22 =, 0*>*=2, /1.7 +4, 8+,1,-+ *>7,8+ *+, 3*; 4,1, - 4,1,=> @1,*+,) * ,1,- ./ ,1+/@*+,- +. =, --6,) 68),1 +4, ,1,- 8,B+01,@,)89+4,)*+,./,B,@6+.8*8)),2F,1>+.<4@40*>7,8+4*-=,,87*),.101.F),) 16-+91,,7,8++.=,C8.<8*-O,1+/@*+,-./*1+@0*+.8(,1,-( F),8@89 /.1(682,--*,1,-,1+/@*+,---6,)01.1+.696-+((8<4@4@*-,-6@4,1,- 8)F),)1.0.1+.8*+,8+,1,-+-./+4,<8,1-+4,1,./8 *-@ ,*-,*>7,8+-+.=,7*),=> ,1+/@*+,-4*221,01,-,8++4,194++.1,@,F,8+,1,-+/1.7+4,2.-89 *+,4,,1,- 4, @4..2 .*1) ./ *7? *), .68+>( 2.1)*( *- ,--,,( 061-6*8+ +. * *-+,1 ,*-, ,1+/@*+,--4*228+*22>=,--6,)8+4,*991,9*+,018@0*2*7.68+./HKL(-4*22 61@4*-,91,,7,8+<+4 *7? *),.68+>@4..2 .*1) .68)*+.8(8@(*- ,--.1P4, 7*+61, .8 ,=16*1> 8 +4, >,*1- *8) 8 +4, 018@0*2 *7.68+- -,+ /.1+4 =,2.<( *8) -4*22 ,1,- ,1+/@*+,- *1, --6,) /.1 +4, 0610.-, ./ 3; 01.F)89 /68)- /.1 1,/68)89 +4, 1,01,-,8++4,194++.1,@,F,8+,1,-+*++4,*886*21*+,-(@*2@62*+,).8+4,=*--./* ?)*>>,*1 ,/68),) ,1,- % ,1+/@*+,- *8) ,/68),) ,1,- & ,1+/@*+,-( *8) 3; 0*>89 @.701-,)./+<,2F, ?)*>7.8+4-(-,+/.1+4.00.-+,-6@4>,*1-*8)*7.68+-(1,-0,@+F,2> .-+-./--6*8@,./+4,,1,-,1+/@*+,- *+61+> 18@0*2 8+,1,-+ 8+*2 3 ,=16*1>; 7.68+ *+, .3; 3=; 4,018@0*20.1+.8./ *-@ ,*-,*>7,8+-1,01,-,8+,)=>+4,,1,- ,1+/@*+,- )6, *+ 7*+61+> .1 60.8 01,0*>7,8+ +4,1,./( <4@4,F,1 - ,*12,1( -4*22 1,01,-,8+ 68)F),) 01.0.1+.8*+, 8+,1,-+- 8 * 0.1+.8 ./ +4, 018@0*2 0.1+.8 ./ +4, *-@ ,*-, *>7,8+-)6,.8,*@4./+4,)*+,--,+/.1+4.83;+4,,1,-% ? ,*-,,D6*22>*8)1*+*=2> <+4 +4, 6+-+*8)89 ,1,- ,1+/@*+,-( ,1,- ,1+/@*+,-( ,1,- ,1+/@*+,-*8),1,- ,1+/@*+,-(*22.@*=2,+.+4,,1,-% ? ,*-,*8)*8>.+4,1 3; -*1,9-+,1,)+1*),7*1C./7,1@*8 *8C,1---.@*+.8)*+*4,1,8-01.F),)=>+*8)*1)N..1P-( ,1+/@*+,-1,01,-,8+89*88+,1,-+8+4, *-@ ,*-,*>7,8+-+.=,7*),=>+4,@4..2 .*1) ,1F@, 61,*6(*)F-.8./4, @#1**8)1*+*=2><+4+4, .82> 3/; 4, 8+,1,-+ 0.1+.8 ./ *-@ ,*-, *>7,8+- 1,01,-,8+,) => +4, ,1,- 6+-+*8)89,1,-% ,1+/@*+,-(,1,- ,1+/@*+,-*8),1,- ,1+/@*+,-( ,1+/@*+,- -4*22 =, 0*>*=2, -,7*886*22> .8 ,=16*1> *8) 696-+ ./ ,*@4 >,*1 +. *8) *22.@*=2,+.+4,,1,-% ? ,*-,*8)*8>.+4,1,1+/@*+,-1,01,-,8+89*88+,1,-+8+4, *-@ ,*-,*>7,8+-+.=,7*),=>+4,@4..2 .*1)061-6*8++.+4,,1,-% ? ,*-,( % MIA 185090978v4 MIA 185090978v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v4 MIA 185090978v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v4 MIA 185090978v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email protected], 1,D61,7,8+- <+4 1,-0,@+ +. +4, ,1,- ,1+/@*+,-( *8) @@.68+-4*22=,0*)8*@@.1)*8@,<+4,@+.8""./+4, *-+,116-+91,,7,8+,D6*22> 8,+4,1 +4, .68)*+.8 8.1 +4, 16-+,, -4*22 4*F, 2*=2+> +. +4, .<8,1- ./ +4, ,1,- *8) 1*+*=2> +. +4, 4.2),1- ./ +4, 0.1+.8 ./ +4, 6+-+*8)89 ,1,- % ,1+/@*+,-( ,1,- ,1+/@*+,-.1*8>.+4,10,1-.8<+41,-0,@++.+4,62, .+<+4-+*8)89*8>.+4,101.F-.8./ ,1+/@*+,-( ,1,- ,1+/@*+,-( ,1,- ,1+/@*+,-( ,1,- +4,,1,-16-+91,,7,8+(/*261,./+4,@4..2 .*1)+.@.702><+4+4, [email protected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email protected],+*B0610.-,- 91,,7,8+,D6*22>*8)1*+*=2>+.+4,4.2),1-./+4,6+-+*8)89,1,-&,1+/@*+,-*8) $A$ " $+4 +4,0.1+.8./+4,,1,- ,1+/@*+,-(,1,- ,1+/@*+,-(,1,- ,1+/@*+,- 1,-0,@+.82>+.+4,,1,-,1+/@*+,-( " MIA 185090978v4 MIA 185090978v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v4 MIA 185090978v4 [THIS PAGE INTENTIONALLY LEFT BLANK] [THIS PAGE INTENTIONALLY LEFT BLANK] C-78 r-FH 2riOSRO-4--4-1294- BiBk 26403 Pas 0696 " 719?_(24P35^ RECORCCD 05/29/2008 15-1^ ,f_ HAPVEY PUVINf CLERK OF COURT SlSl-OAOE COUMTY. FLORIDA This instrument was prepared by and when recorded should be returned to: Robert C. Gang, Esq. Greenberg Traurig, P.A. 1221 Brickell Avenue Miami, Florida 33131 (This space reserved for Clerk) SERIES 2008B ASSIGNMENT AGREEMENT BETWEEN MIAMI-DADE COUNTY SCHOOL BOARD FOUNDATION, INC. AND THE BANK OF NEW YORK TRUST COMPANY, N.A., (successor in interest to NationsBank of Florida, N.A.) As Trustee Dated as of May 1,2008 MIA 180,017,232v35/19/2008 008776029900 ^- C-79 'V SERIES 2008B ASSIGNMENT AGREEMENT TABLE OF CONTENTS THIS SERIES 2008B ASSIGNMENT AGREEMENT (this "Agreement"), made and entered into as of this l" day of May, 2008, by and between MIAMI-DADE COUNTY SCHOOL BOARD FOUNDATION, INC., a not-for-profit corporation organized under the laws of the State of Florida (the Page "Foundation"), and THE BANK OF NEW YORK TRUST COMPANY, N.A., Jacksonville, Florida Section 1. Recitals 1 (successor in interest to NationsBank of Florida, N.A.), as trustee (the "Trustee"); Section 2. Assignment .,. 2 WITNESSETH THAT, in the joint and mutual exercise of their powers, and in consideration of $10.00 and other good and valuable consideration and the mutual covenants herein contained, the parties Section 3. Administrative Provisions 4 hereto recite and agree as follows: Section 4. Non-Recourse 4 Section 1. - Recitals. EXHIBIT A DESCRIPTION OF REAL ESTATE (Series 2008B-1 Facility Sites) 1.01 The School Board of Miami-Dade County, Florida (the "School Board"), and the Foundation have entered into a Master Lease Purchase Agreement dated as of August 1, 1994 (as the same may he amended or supplemented from time to time, the "Master Lease"), and have executed Schedules 2008B-1 and 2008B-2 thereto, each dated as of May 1, 2008, which Master Lease together with each separate schedule constitutes a separate lease (individually, the "Series 2008B-1 Lease" and the "Series 2008B-2 Lease" and collectively, the "Series 2008B Lease"), the former with respect to certain new educational facilities and sites and the latter with respect to certain improvements and certain educational facilities being financed, and have entered into a Series 2008B Ground Lease dated as of May 1, 2008 (as the same may be amended or supplemented from time to time, the "Series 2008B Ground Lease"), with respect to the Series 2008B-1 Facility Sites (hereinafter defined). 1.02 Pursuant to the Series 2008B Lease, the School Board and the Foundation have agreed that (i) there shall be acquired, constructed, installed and equipped for lease-purchase to the School Board certain educational facilities and sites as described in Schedule 2008B-1 to the Master Lease (the "Series 2008B-1 Facilities"), such facilities being located on certain lands described in Exhibit A hereto (which, together with the improvements thereon are hereinafter collectively referred to as the "Series 2008B-1 Facility Sites") and (ii) there shall be acquired, constructed, installed and equipped for lease-purchase to the School Board certain improvements and there shall be financed certain educational facilities and equipment as described in Schedule 2008B-2 to the Master Lease (the "Series 2008B-2 Facilities" and collectively with the "Series 2008B-1 Facilities, the "Series 2008B Facilities"). Schedules 2008B-1 and 2008B-2 set forth Lease Payments (collectively, the "Series 2008B Lease Payments") to be paid by the School Board for the Series 2008B-1 Facilities and Series 2008B-2 Facilities, respectively. The School Board has agreed to lease-purchase the Series 2008B Facilities from the Foundation. 1.03 The Foundation and the Trustee have entered into a Master Trust Agreement dated as of August 1, 1994, as supplemented by a Series 2008B Supplemental Trust Agreement dated as of May 1, 2008 (as the same may be further amended or supplemented from time to time, the "Trust Agreement"), which acknowledges and contemplates the execution of this Agreement in conjunction therewith. This Agreement is made for the purpose of enabling the Trustee to act as lessor under the Series 2008B Lease. 1.04 The Foundation desires to sell, assign and convey all of its right, title and interest as lessee of the Series 2008B-1 Facility Sites under the Series 2008B Ground Lease, and as sublessor of the Series 2008B-1 Facility Sites and lessor of the Series 2008B Facilities under the Series 2008B Lease (except for its right to indemnification under Section 5.7 of the Master Lease, its right to hold title to certain of the Series 2008B Facilities under Section 6.1 of the Master Lease, Section 8B. of Schedule 2008B-2, and Section 4 of the Series 2008B Ground Lease and its right to receive notices under the Master Lease), to the Trustee for the benefit of the holders of the Series 2008B Certificates and holders of 1 MIA 180,017,232v35/19/2008 008776029900 MIA 180,017,232v35/19/2008 008776029900 any other Certificates representing an undivided proportionate interest in a portion of the Basic Lease necessary to perform its obligations under the Series 2008B Ground Lease, the Series 2008B Payments payable under the Series 2008B Lease issued under the Trust Agreement. Lease, the Trust Agreement and this Agreement. 1.05 The Trustee is willing to accept this assignment on the terms and conditions hereinafter B. The Foundation has full power, authority and legal right to enter into and perform provided. its obligations under the Series 2008B Ground Lease, the Series 2008B Lease, the Trust Agreement and this Agreement; the execution, delivery and performance of the Series 2008B 1.06 Each of the parties has authority to enter into this Agreement and has taken all actions Ground Lease, the Series 2008B Lease, the Trust Agreement and this Agreement by the necessary to authorize its execution by the officers signing it. Foundation have been duly authorized by all necessary corporate actions on the part of the Foundation, and all required approvals and consents have heretofore been duly obtained; and the All terms capitalized but not defined herein shall have the meanings given to them in the Trust Series 2008B Ground Lease, the Series 2008B Lease, this Agreement and the Trust Agreement Agreement and the Series 2008B Lease. are in full force and effect. Section 2. - Assignment. C. The execution, delivery and performance of the Series 2008B Ground Lease, the Series 2008B Lease, the Trust Agreement and this Agreement do not contravene any provision of 2.01 The Foundation hereby absolutely and unconditionally sells, assigns and conveys to the the Articles of Incorporation or Bylaws of the Foundation, and do not and will not conflict with, Trustee, without recourse, for the benefit of all of the holders of the Series 2008B Certificates and any violate or result in any breach of or constitute a default under any agreement or instrument to other Certificates representing an undivided proportionate interest in a portion of the Basic Lease which the Foundation is a party or by which it or any of its property is bound or any Payments payable under the Series 2008B Lease, all of its right, title and interest under the Series 2008B constitutional or statutory provision, or order, rule, regulation, decree or ordinance of any Federal Ground Lease and the Series 2008B Lease (except for its right to indemnification under Section 5.7 of the or State court, government or governmental body having jurisdiction over the Foundation or any Master Lease, its right to hold title to certain of the Series 2008B Facilities under Section 6.1 of the of its properties and by which the Foundation or any of its property is bound. Master Lease, Section 8.B. of Schedule 2008B-2 and Section 4 of the Series 2008B Ground Lease and its rights to receive notices under the Master Lease), including, without limitation, all Series 2008B Lease D. The Series 2008B Ground Lease, the Series 2008B Lease, this Agreement and Payments and other amounts required to be paid by the School Board under the Series 2008B Lease. Said the Trust Agreement are in fall force and effect and the Foundation is not in default thereunder; assignment is absolute and unconditional and the Foundation shall have no right to receive or recover the the Series 2008B Ground Lease, the Series 2008B Lease, this Agreement and the Trust right, title and interest herein assigned. Said assignment is not given as additional security and is not Agreement are legal, valid and binding obligations of the Foundation, enforceable against the intended to be nor shall it be construed to be a mortgage, or other security agreement of any nature Foundation in accordance with their respective terms, all such enforcement being subject to whatsoever, and the Foundation will hereafter have no further right or interest or claims in and to the certain laws relating to bankruptcy, reorganization, moratorium and creditors' rights generally, right, title and interest herein assigned, or any part thereof, or the interest or profits and other proceeds and to principles of equity in the event that equitable remedies are sought. that may be derived therefrom of any kind whatsoever. Accordingly, upon execution of this Agreement, the Foundation shall deliver to the Trustee executed counterparts of the Series 2008B Ground Lease and E. The Series 2008B Ground Lease and the Series 2008B Lease delivered to the the Series 2008B Lease. Delivery to the Trustee of such documents shall make the sale, assignment and Trustee are duly executed duplicate originals and, together with all Exhibits thereto, comprise the conveyance of the Series 2008B Ground Lease and the Series 2008B Lease herein made, complete and entire writing, obligation and agreement between the Foundation and School Board respecting the effective for all purposes. Title to the Series 2008B-1 Facility Sites shall remain vested in the School Series 2008B-1 Facility Sites and the Series 2008B Facilities. Board throughout their Lease Terms; title to the Series 2008B-1 Facilities shall remain vested in the Foundation throughout their Lease Term, and title to the Series 2008B-2 Facilities shall remain vested in F. The Foundation has complied and will at all times hereafter comply with and the School Board throughout their Lease Term; provided, however, that upon termination of the Lease duly perform its obligations under the Series 2008B Ground Lease, the Series 2008B Lease, the Terms as a result of nonappropriation or default pursuant to Section 4.1(b) or 4.1(c) of the Master Lease, Trust Agreement and this Agreement. the Foundation shall, upon request of the Trustee, transfer title to such Series 2008B-1 Facilities to the Trustee, or to any Permitted Transferee designated by the Trustee. G. Except as disclosed in the Offering Statement with respect to the Series 2008B Certificates dated May 15, 2008, there is no pending or, to the knowledge of the Foundation, 2.02 With respect to the sale, assignment and conveyance of the rights and interests threatened action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any contemplated hereunder to the Trustee, the Foundation represents, warrants and covenants to and with the court or governmental agency in any way affecting the ability of the Foundation to perform its Trustee and the holders of the Series 2008B Certificates and any other Certificates representing an obligations under the Series 2008B Ground Lease, the Series 2008B Lease, the Trust Agreement undivided proportionate interest in a portion of the Basic Lease Payments payable under the Series 2008B or this Agreement. Lease that, upon the date of execution of this Agreement and the effective date of the sale, assignment and conveyance of the Foundation's rights under the Series 2008B Ground Lease and the Series 2008B Lease, H. The Series 2008B Ground Lease and the Series 2008B Lease being herein the facts stated below are and will be true and correct: assigned are free and clear of all claims, liens, security interests and encumbrances arising through any act or omission of the Foundation or any person claiming by, through or under it, A. The Foundation is a not-for-profit corporation duly organized, validly existing except the rights of the School Board under the Series 2008B Lease and the Series 2008B Ground and in good standing under the laws of the State of Florida, with corporate powers and authority Lease, including the fact that fee title to the Series 2008B-1 Facility Sites and the Series 2008B-2 to own its property and carry on its business as now being conducted, and is qualified wherever Facilities is vested in the School Board. MIA 180,017,232v35/19/2008 008776029900 MIA 180,017,232v3S/19/2008 008776029900 C-80 2.03 Except as otherwise set forth in Section 2.01, from and after the date of delivery to the 3.04 This Agreement shall be binding upon and inure to the benefit of the parties hereto and Trustee of this Agreement, the Foundation shall have no further rights or interest under the Series 2008B their respective successors and assigns. Ground Lease or the Series 2008B Lease or in any Series 2008B Lease Payments or other moneys due with respect thereto or to become due under the Series 2008B Lease. 3.05 This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same Agreement. 2.04 The Foundation agrees to execute and deliver to the Trustee upon request by the Trustee, any documents deemed necessary by the Trustee to further evidence or perfect the assignment and Section 4. Non-Recourse. conveyance herein made with respect to the Series 2008B Ground Lease and the Series 2008B Lease. 4.01 The assignment contained in this Agreement is agreed to be non-recourse with respect to 2.05 The Foundation hereby irrevocably constitutes and appoints the Trustee, its successors the Foundation and the Foundation shall have no liability to the Trustee, or any Certificate holders and assigns, as its lawful attorney, with full power of substitution and resubstitution, to collect and to sue hereunder with respect to the occurrence of any event of default by the School Board under the Series on behalf of the Foundation in the name of the Foundation or otherwise in any court for any Series 2008B 2008B Lease whether such default consists of failure to pay moneys, breach of covenant or otherwise; Lease Payments or other amounts due under the Series 2008B Lease, or any part thereof, to withdraw or provided, however, that nothing contained in this Section 4 shall excuse the Foundation from performance settle any claims, suits or proceedings pertaining to or arising out of the Series 2008B Lease upon any of its obligations under Section 2.04 through 2.08 hereof. terms, all without the assent of the Foundation; and, further, to take possession of and to endorse in the name of the Foundation any instrument for the payment of moneys received on account of the Series All covenants, stipulations, promises, agreements and obligations of the parties hereto contained 2008B Lease Payments or other amounts due under the Series 2008B Lease. in this Agreement shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the parties hereto, respectively, and not of any member, officer, employee or agent of the parties hereto 2.06 The Foundation agrees that it will authorize and direct the School Board to pay to the in an individual capacity, and no recourse shall be had for the assignment effected by Section 2 hereof or Trustee, its successors and assigns, all Series 2008B Lease Payments and all other amounts coming due for any claim based thereon under this Agreement against any member, officer, employee or agent of the under the Series 2008B Lease. parties hereto. 2.07 Upon request of the Trustee, the Foundation agrees to cooperate in the Trustee's efforts to collect and cause to be remitted to the Trustee any Series 2008B Lease Payment or other amount. [Remainder of Page Intentionally Left Blank] 2.08 In the event the Foundation receives notice from the School Board that it will exercise its option under Section 7.2 of the Master Lease to prepay the Series 2008B Lease Payments to become due thereunder or that the Series 2008B Lease will not be renewed as a result of any event of non- appropriation under the Leases, the Foundation shall notify the Trustee of this fact in writing no later than five Business Days after such receipt provided, however, that failure to provide such notice shall not create any liability on the part of the Foundation. Section 3. Administrative Provisions. 3.01 This Agreement shall be construed and governed in accordance with the laws of the State of Florida. 3.02 Any provision of this Agreement found to be prohibited by applicable laws shall be ineffective only to the extent of such prohibition, and shall not invalidate the remainder of this Agreement. 3.03 This Agreement may not be amended without the prior written consent of each Credit Facility Issuer securing a Series of Certificates representing an undivided proportionate interest in a portion of the Basic Lease Payments payable under the Series 2008B Lease. Notwithstanding the foregoing, this Agreement may be amended without the prior written consent of the Credit Facility Issuer for the purpose of adding or modifying a legal description and/or the permitted encumbrances for any designated Series 2008A-1 Facility Site, and the Foundation is authorized to execute any such amendments from time to time and to record such amendments in the Official Public Records of Miami- Dade County, Florida. Copies of all amendments hereto shall be provided to the Trustee and each Credit Facility Issuer securing a Series of Certificates representing an undivided proportionate interest in a portion of the Basic Lease Payments payable under the Series 2008B Lease. MIA 180,017,232v35/19/2008 008776029900 MIA 180,017,232v35/19/2008 008776029900 STATE OF FLORIDA ) IN WITNESS WHEREOF, the parties hereto have executed this Assignment Agreement on the )SS: date set forth below their respective signatures and as of the day and year first written above. COUNTY OF MIAMI-DADE ) [SEAL] The undersigned, a Notary Public in and for the said County in the State aforesaid, do hereby certify that Ofelia San Pedro and Silvia R, Rojas, personally known to me to be the same persons whose names are, respectively, as Vice President and Assistant Secretary, respectively, of MIAMI-DADE ATTEST: MIAMI-DADE COUNTY SCHOOL BOARD COUNTY SCHOOL BOARD FOUNDATION, INC., a Florida not-for-profit corporation, subscribed to FOUNDATION, INC. the foregoing instrument, appeared before me this day in person and each acknowledged that she, being thereunto duly authorized, signed, sealed with the seal of said corporation, and delivered the said instrument as the free and voluntary act of said corporation and as her own free and voluntary act, for the By:_ St^^/-ty uses and purposes therein set forth. L Rojas Offflia San Pedro Assistant Secretary Vice President GIVEN under my hand and notarial seal this ^ 6 day of May, 2008. ORLANDO J. LEON Notary Public, State of Florida NOTARY PUBLIC, STATE OF My Comm. Expires Sept, 28, 2010 ,ORIDA NO.DD599952 NOTARY PUBLIC THE BANK OF NEW YORK; TRUST SEAL OF OFFICE: COMPANYyf^.A., as Trustee // Bonded thru ArtiuiU_Gallaqher S Co, (Name of Notary Public, Print, Stamp or [SEAL] ^O^JUML^ Type as Commissioned.) B^ersonally known to me, or n Produced identification: (Type of Identification Produced) MM no.OM,232^2 b/2/200Q MIA 180,017,232v2 5/2/2008 C-81 STATE OF FLORIDA ) EXHIBIT A )SS: COUNTY OF DUVAL ) DESCRIPTION OF REAL ESTATE (Series 2008B-1 Facility Sites) The undersigned, a Notary Public in and for the said County in the State aforesaid, does hereby certify that Linda Boenish, personally known to me to be the same person whose name is, as Vice President of THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that she, being thereunto DESCRIPTION OF REAL ESTATE duly authorized, signed on behalf of said association, and delivered the said instrument as the free and voluntary act of said association and as her own free and voluntary act, for the uses and purposes therein State School BB-1 (New K-8 Center - Sunny Isles Beach Community School) set forth. PARCEL 1: GIVEN under my hand and notarial seal thisI^Yd^cof May, 2008. Tract A, TREBOR-COASTAL, according to the plat thereof as recorded in Plat Book 91, Page 44, Public Records of Miami-Dade County, Florida, also described as All of Empress House Condominium, according to the Declaration of Condominium recorded February 21, 2006 in IJU^^JAL^ Official Records Book 24255, Page 2514, Public Records of Miami-Dade County, Florida. ^lOTARY PUBLIC, STATE OF FLORIDA Folio No. 31 -2211 -009-0010. NOTARY PUBLIC SEAL Cffi-QKEICEi AND -#% CHRISTINE W. HUTCHINSON Jf A"*^\ MY COMMISSION #DD 390301 EXPIRES: January 26,2009 Tract A, GOLDEN VIEW, according to the plat thereof as recorded in Plat Book 154, Page 68, (Nams r Public Records of Miami-Dade County, Florida. Typei sL-ommissiOne Folio No. 31-2202-039-0010. Q'^rsonally known to me, or AND O Produced identification: That portion of 182nd Drive, vacated by Resolution No. 2006-964, of the City Commission of the City of Sunny Isles Beach, passed and adopted in September 21, 2006. (Type of Identification produced) Addition at EWF Stirrup Elementary School A portion of Tract "J" and Tract "I", of FONTAINEBLEAU PARK WEST SECTION FIVE, according to the Plat thereof, as recorded in Plat Book 104, at Page 1, of the Public Records of Miami - Dade County, Florida, more particularly described as follows: Commence at the Northeast comer of said Tract "J", being also the Southeast comer of Tract "I"; thence S89°59'56"W along the North Boundary line of Tract "J", a distance of 116.44 feet to the Point of Beginning; thence S02°13'07"E, a distance of 40.71 feet; thence S87°46'58"W, a distance of 127.15 feet; thence S02°13'07"E, a distance of 3.92 feet; thence S87°46'53"W a distance of 18.23 feet; thence S02°13'07"E, a distance of 18.79 feet; thence S87°46'53"W, a distance of 43.83 feet; thence N02°13'07"W, a distance of 107.46 feet; thence N87°46'53"E, a distance of 189.21 feet; thence S02°13'07"E, a distance of 44.04 feet to the Point of Beginning. A-1 MM IBO.On,232^2mA/200B 008776029900 MIA 180017232v3 May 19, 2008 state School B-1 (Addition at Corai Way K-8 Center) State School YYY-1 (New Senior High School) PARCEL 1: PARCEL 1: A portion of tract of land conveyed by Westmoreland Co. to BPI by Deed recorded in Book 353, A portion of the Northeast 1/4 and the Southeast 1/4 of Section 31, Township 54 South, Range 40 Page 65, Miami-Dade County, Florida, more particularly described as follows: East, Miami-Dade County, Florida, more particularly described as follows: Commence at the Northeast comer of said BPI Tract; thence S00°40'39"E along the Easterly Commence at the Northeast corner of the Southeast 1/4 of said Section 31; thence run boundary line of BPI Tract, a distance of 38.72 feet; thence S89°31'40"W, a distance of 26.51 feet S01°25'48"E, along the East line of the Southeast 1/4 of said Section 31 for a distance of 501.68 to the Point of Beginning; thence S00°40'13"E, a distance of 35.67 feet; thence S89°19'40"W, a feet; thence S87°38'48"W a distance of 1254.25 feet to the Point of Beginning; thence distance of 2.00 feet; thence S00°40'13"E, a distance of 35.67 feet; thence S00°40'13"E, a S87°50'07"W a distance of 324.09 feet; thence N17°39'50"W a distance of 23.49 feet; thence distance of 12.00 feet; thence S89°19'47"E, a distance of 35.33 feet; thence N00°40'll"W, a S72°39'31"W a distance of 41.36 feet; thence N17°20'29"W a distance of 12.17 feet; thence distance of 1.00 feet; thence S89°19'47"W, a distance of 31.00 feet; thence S00°40'13"E, a S72°39'31"W a distance of 54.06 feet; thence N17°20'29"W a distance of 115.50 feet; thence distance of 6.08 feet; thence S89°19'47"E, a distance of 44.33 feet; thence N00°40'13"E, a N72°39'31"E a distance of 69.86 feet; thence N25°21'00"W a distance of 51.70 feet; thence distance of 6.08 feet; thence S89°19'47"W, a distance of 56.33 feet; thence S00°40'll"E, a N72°39'31"E a distance of 28.40 feet; thence N17°20'29"W a distance of 11.30 feet; thence distance of 1.00 feet; thence S89°19'48"W, a distance of 35.33 feet; thence N00°40'13"W, a N72°39'31"E a distance of 182.42 feet; thence S17°20'29"E a distance of 96.98 feet; thence distance of 12.00 feet; thence S89°19'47"W, a distance of 2.00 feet; thence N00°40'13"W, a S72°39'07"W a distance of 173.25 feet; thence S17°20'36"E a distance of 58.50 feet; thence distance of 35.67 feet; thence N89°19'47"E, a distance of 33.33 feet; thence N00°40'13"W, a N72°39'31"E a distance of 20.41 feet; thence N02°20'29"W a distance of 7.11 feet; thence distance of 7.33 feet; thence N89°19'47"E, a distance of 25.33 feet; thence N00°40'13"W, a N87°39'31"E a distance of 9.17 feet; thence N02°20'29"W a distance of 18.22 feet; thence distance of 4.58 feet; thence N89°19'47"E, a distance of 38.33 feet; thence S00°40'13"E, a N87°39'31"E a distance of 117.33 feet; thence N02°20'29"W a distance of 25.04 feet; thence distance of 4.58 feet; thence N89°19'48"E, a distance of 76.00 feet; thence S00°40'13"E, a S77°20'29"E a distance of 63.41 feet; thence S02°20'29"E a distance of 8.63 feet; thence distance of 7.33 feet; thence 89°19'47"E, a distance of 33.33 feet to the Point of Beginning. N87°39'31"E a distance of 127.17 feet; thence S02°20'28"E a distance of 89.00 feet to the Point of Beginning. PARCEL 2: A portion of tract of land conveyed by Westmoreland Co. to BPI by Deed recorded in Book 353, PARCEL 2: Page 65, Miami-Dade County, Florida, more particularly described as follows: A portion of the Northeast 1/4 and the Southeast 1/4 of Section 31, Township 54 South, Range 40 East, Miami-Dade County, Florida, more particularly described as follows: Commence at the Northeast comer of said BPI Tract; thence S00°40'39"E, along the Easterly boundary line of BPI Tract, a distance of 381.96 feet; thence S89°19'21"W, a distance of 29.59 Commence at the Northeast comer of the Southeast 1/4 of said Section 31; thence run feet to the Point of Beginning; thence S00°40'13"E, a distance of 12.00 feet; thence S01°25'48"E along the East line of the Southeast 1/4 of said Section 31 for a distance of 302.93 S89°19'40"W, a distance of 2.00 feet; thence N89°19'47"E, a distance of 2.00 feet; thence feet; thence S87°38'48"W a distance of 1056.00 feet to the Point of Beginning; thence S0O°40'13"E, a distance of 35.67 feet; thence S89°19'47"W, a distance of 33.33 feet; thence S02°20'29"E a distance of 71.76 feet; thence S87°39'31"W a distance of 36.51 feet; thence S00°40'13"E, a distance of 7.33 feet; thence S89°19'47"W, a distance of 76.00 feet; thence S02°20'29"E a distance of 29.17 feet; thence N87°39'31"E a distance of 40.33 feet; thence S0O°4O'13"E, a distance of 4.58 feet; thence S89°19"47"E, a distance of 38.33 feet; thence S02°20'29"E a distance of 73.22 feet; thence N87°39'31"E a distance of 53.92 feet; thence N00°40'13"E, a distance of 4.58 feet; thence S89°19'47"W, a distance of 39.33 feet; thence S02°20'29"E a distance of 44.83 feet; thence S87°39'31"W a distance of 244.11 feet; thence S00°40'll"E, a distance of 43.17 feet; thence S89°19'47"W, a distance of 15.00 feet; thence N02°12'26"W a distance of 147.22 feet; thence S87°39'31"W a distance of 30.82 feet; thence S00°40'13"E, a distance of 5.75 feet; thence S89°19'47"W, a distance of 26.33 feet; thence N02°20'29"W a distance of 88.67 feet; thence N87°39'31"E a distance of 181.40 feet; thence S00°40'13"W, a distance of 10.75 feet; thence S89°19'47"W, a distance of 68.00 feet; thence S02°20'29"E a distance of 16.91 feet; thence N87°39'31"E a distance of 35.45 feet to the Point of N00°40'13"W, a distance of 3.17 feet; thence S89°19'47"E, a distance of 24.33 feet; thence Beginning. N00°40'13"W, a distance of 12.00 feet; thence S89°19'47"W, a distance of 3.67 feet; thence N00°40'13"W, a distance of 87.50 feet; thence N89°19'48"E, a distance of 7.67 feet; thence PARCEL 3: N00°40'13"W, a distance of 12.00 feet; thence N89°19'47"E, a distance of 35.33 feet; thence A portion of the Northeast 1/4 and the Southeast 1/4 of Section 31, Township 54 South, Range 40 S00°40'13"E, a distance of 1.00 feet; thence N89°19'47"E, a distance of 15.17 feet; thence East, Miami-Dade County, Florida, more particularly described as follows: N00°40'13"W, a distance of 6.08 feet; thence N89°19'47"E, a distance of 33.17 feet; thence S00°40'13"E, a distance of 6.08 feet; thence N89°19'47"E, a distance of 195.67 feet; thence Commence at the Northeast comer of the Southeast 1/4 of said Section 31; thence run N00°40'll"W, a distance of 1.00 feet; thence N89°19'47"E, a distance of 35.33 feet to the Point S01°25'48"E along the East line of the Southeast 1/4 of said Section 31 for a distance of 167.62 of Beginning. feet; thence S87°38'48"W a distance of 932.11 feet to the Point of Beginning; thence S02°20'29"E a distance of 89.68 feet; thence S87°39'31"W a distance of 34.00 feet; thence S02°20'29"E a distance of 20.79 feet; thence S87°39'31"W a distance of 62.42 feet; thence N02°20'29"W a distance of 8.36 feet; thence S87°39'31"W a distance of 125.80 feet; thence N02°20'29"W a distance of 57.54 feet; thence N47°20'29"W a distance of 34.26 feet; thence N42°39'31"E a distance of 103.67 feet; thence S47°20'50"E a distance of 91.04 feet; thence A-3 A-4 MIA 180017232v3 May 19, 2008 MIA 180017232V3 May 19, 2008 C-82 Conversion of Leewood Elementary School to K-8 Center N02°18'30"W a distance of 33.36 feet; thence N87°39'31"E a distance of 75.39 feet; thence S03°25'58"E a distance of 21.71 feet; thence N88°05'23"E a distance of 32.93 feet to the Point of PARCEL 1: Beginning. A portion of Southwest 1/4 of the Northeast 1/4 of the Northwest 1/4 of Section 17, Township 55 South, Range 40 East, Miami-Dade County, Florida, more particularly described as follows: Addition at Southwood Middle School Commence at the Southwest corner of the NE 1/4 of the NW 1/4 of Section 17, Township 55 A portion of the SE 1/4 of the NW 1/4 of the SE 1/4 of Section 27, Township 55 South, Range 40 South, Range 40 East; thence N02°12'55"W along the West line of the NE 1/4 of the NW 1/4 of East, Miami-Dade County, Florida, more paticularly described as follows: said Section, a distance of 359.32 feet; thence N87°47'05"E a distance of 111.34 feet to the Point of Beginning; thence N41°03'28"E a distance of 96.87 feet; thence S48°56'32"E a distance of Commence at the Northeast comer of SE 1/4 of the NW 1/4 of the SE 1/4 of said Section 27-55- 41.35 feet; thence S41°03'28"W a distance of 12.73 feet; thence S48°56'32"E a distance of 106.45 40; thence S87°55'22"W along the North line of the SE 1/4 of the feet; thence S41°03'18"W a distance of 69.52 feet; thence S33°16'14"W a distance of 6.23 feet; NW 1/4 of the SE 1/4 of Section 27-55-40 a distance of 126.76 feet; thence S02°04'49"E a thence N48°58'28"W a distance of 38.13 feet; thence S41°03'28"W a distance of 4.43 feet; thence distance of 108.27 feet to the Point of Beginning; thence S03°24'17"E a distance of 214.17 feet; N49°13'43"W a distance of 19.67 feet; thence N41°03'28"E a distance of 4.52 feet; thence thence S86°35'43"W a distance of 3.59 feet; thence S03°24'24"E a distance of 18.00 feet; thence N48°56'32"W a distance of 29.38 feet; thence S41°03'29"W a distance of 8.42 feet; thence S86°35'43"W a distance of 26.25 feet; thence S03°24'17"E a distance of 18.81 feet; thence N48°56'34"W a distance of 61.47 feet to the Point of Beginning. N81°18'31"W a distance of 31.80 feet; thence S86°35'43"W a distance of 12.16 feet; thence N03°24'17"W a distance of 17.81 feet; thence S86°35'43"W a distance of 11.92 feet; thence N03°24'17"W a distance of 88.33 feet; thence S86°35'43"W a distance of 4.06 feet; thence PARCEL 2: N08°57'38"W a distance of 40.16 feet; thence N81°46'55"E a distance of 7.98 feet; thence A portion of Southwest 1/4 of the Northeast 1/4 of the Northwest 1/4 of Section 17, Township 55 N03°24'17"W a distance of 84.01 feet; thence N15°16'47"W a distance of 18.80 feet; thence South, Range 40 East, Miami-Dade County, Florida, more particularly described as follows: N74°43'13"E a distance of 61.86 feet; thence S03°24'17"E a distance of 17.61 feet; thence N86°35'43"E a distance of 28.33 feet to the Point of Beginning. Commence at the Southwest comer of the NE 1/4 of the NW 1/4 of Section 17, Township 55 South, Range 40 East; thence N02°12'55"W along the West line of the NE 1/4 of the NW 1/4 of said Section, a distance of 522.52 feet; thence N87°47'05"E a distance of 66.80 feet to the Point Conversion of Vineland Elementary School to K-8 Center of Beginning; thence N18°29'43"W a distance of 48.22 feet; thence N41°30'20"E a distance of 71.64 feet; thence S48°29'40"E a distance of 35.59 feet; thence N41°30'20"E a distance of 56.13 A portion of Tract "A" of COUNTRY STATES, according to the Plat thereof, as recorded in Plat feet; thence N48°29'40"W a distance of 4.00 feet; thence N41°30'20"E a distance of 26.06 feet; Book 66, at Page 139, of the Public Records of Miami-Dade County, Florida, more particularly thence N48°29'40"W a distance of 16.09 feet; thence N41°29'42"E a distance of 44.83 feet; described as follows: thence S49°10'21"E a distance of 24.75 feet; thence N4r30'20"E a distance of 30.59 feet; thence S48°30'18"E a distance of 27.27 feet; thence S4r30'12"W a distance of 4.26 feet; thence Commence at the Northeast comer of said Tract "A", thence S00°35'05"W along the East S48°29'38"E a distance of 10.00 feet; thence N41°30'20"E a distance of 15.59 feet; thence Boundary line of Tract "A", a distance of 92.76 feet; thence West a distance of 119.78 feet to the S48°29'40"E a distance of 42.58 feet; thence S41°30'20"W a distance of 223.32 feet; thence Point of Beginning; thence South a distance of 125.39 feet; thence West a distance of 279.01 feet; N48°29'40"W a distance of 11.08 feet; thence S41°30'20"W a distance of 17.20 feet; thence thence North a distance of 125.39 feet; thence East a distance of 279.01 feet to the Point of N48°29'40"W a distance of 30.83 feet; thence S41°30'13"W a distance of 3.44 feet; thence Beginning. N78°29'40"W a distance of 42.04 feet to the Point of Beginning. [Remainder of Page Intentionally Left Blank] A-2 A-5 MIA 180017232v3 May 19, 2008 MIA 180017232v3 May 19, 2008 state School E-1 (New K-8 Center) state School TT-1 (New K-8 Center) PARCEL 1: PARCEL 1: A portion of Tract F-2, according to the Plat thereof, as recorded in Plat Book 133, at Page 12, of A portion of a Tract of land in Section 19, Township 52 South, Range 42 East, North Miami, the Public Records of Miami-Dade County, Florida, more particularly described as follows: Miami-Dade County, Florida. Commence at the Northwesterly comer of Tract F-2, thence S18°07'37"E along the Westerly Bounded: boundary line of said Tract F-2 a distance of 216.55 feet; thence N71°52'30"E a distance of Northerly: By the South Right of Way line of "N.E. 137th STREET" 312.83 feet to the Point of Beginning; thence continue N7r50'23"E a distance of 232.00 feet; Easterly: By the West Right of Way line of "N.E. 9th AVENUE" thence S18°09'28"E a distance of 89.05 feet; thence S71°50'32"W a distance of 232.00 feet; Southerly: By the North Right of Way line of "N.E. 135th STREET" thence Nl 8°09'28"W a distance of 89.04 feet to the Point of Beginning Westerly: By the East Right of Way line of "N.E. 7th AVENUE" PARCEL 2: Comprising: A portion of Tract F-2, according to the Plat thereof, as recorded in Plat Book 133, at Page 12, of Blocks 49, 50 53, and 54 of "IRONS MANOR HIGHPINE ADDITION SECTION - A" the Public Records of Miami-Dade County, Florida, more particularly described as follov/s: according to the Plat thereof as recorded in Plat Book 23, at Page 80 of the Public Records of Dade County, Florida, more particularly described as follows: Commence at the Northwesterly comer of Tract F-2, thence S18°07'37"E along the Westerly boundary line of said Tract F-2, a distance of 284.88 feet; thence N71°52'30"E a distance of Commence at the centerlines intersection of NE 7th Avenue and NE 135th Street; thence 226.29 feet to the Point of Beginning; thence N71°19'41"E a distance of 39.17 feet; thence N87°05'39"E along the Centerline of NE 135th Street (formerly Natural Bridge Road) a distance S18°09'28"E a distance of 18.66 feet; thence N71°50'32"E a distance of 45.42 feet; thence of 125.50 feet; thence N02°54'21"W a distance of 83.82 feet to the Point of Beginning; thence S18°09'28"E a distance of 89.66 feet; thence N71°50'32"E a distance of 4.46 feet; thence N06°55'06"W a distance of 102.64 feet; thence S87°04'54"W a distance of 68.86 feet; thence S18°09'28"E a distance of 130.67 feet; thence N71°50'32"E a distance of 24.88 feet; thence N02°55'06"W a distance of 399.18 feet; thence N87°04'54"E a distance of 371.49 feet; thence S18°09'28"E a distance of 15.42 feet; thence N66°50'32"E a distance of 95.28 feet; thence S02°55'01"E a distance of 117.47 feet; thence S87°04'54"W a distance of 240.32 feet; thence N18°09'28"W a distance of 31.96 feet; thence N66°50'32"E a distance of 145.72 feet; thence SO1°33'11"E a distance of 26.55 feet; thence S87°04'59"W a distance of 18.82 feet; thence S23°14'21"E a distance of 139.00 feet; thence N71°50'32"E a distance of 25.13 feet; thence S02°55'06"E a distance of 224.00 feet; thence N78°04'54"E a distance of 75.20 feet; thence S16°49'02"E a distance of 35.40 feet; thence S75°50'32"W a distance of 76.80 feet; thence N06°55'06"W a distance of 33.46 feet; thence N78°03'51"E a distance of 150.16 feet; thence S18°09'28"E a distance of 15.57 feet; thence S72°14'48"W a distance of 325.40 feet; thence S06°55'06"E a distance of 183.89 feet; thence S83°04'54"W a distance of 269.42 feet to the Point N15°09'28"W a distance of 217.67 feet; thence N18°09'28"W a distance of 165.49 feet to the of Beginning. Point of Beginning. PARCEL 2: PARCEL 3: A portion of a Tract of land in Section 19, Township 52 South, Range 42 East, North Miami, A portion of Tract F-2, according to the Plat thereof, as recorded in Plat Book 133, at Page 12, of Miami-Dade County, Florida. the Public Records of Miami-Dade County, Florida, more particularly described as follows: Bounded: Commence at the Northwesterly comer of Tract F-2, thence S18°07'37"E along the Westerly Northerly: By the South Right of Way line of "N.E. 137th STREET" boundary line of said Tract F-2 a distance of 459.68 feet; thence N71°52'30"E a distance of Easterly: By the West Right of Way line of "N.E. 9th AVENUE" 596.54 feet to the Point of Beginning; thence N67°00'07"E a distance of 100.33 feet; thence Southerly: By the North Right of Way line of "N.E. 135th STREET" S22°59'54"E a distance of 96.34 feet; thence S67°00'07"W a distance of 100.33 feet; thence Westerly: By the East Right of Way line of "N.E. 7th AVENUE" N22°59'53"W a distance of 96.34 feet to the Point of Beginning. Comprising: Blocks 49, 50, 53, and 54 of "IRONS MANOR HIGHPINE ADDITION SECTION-A" according [Remainder of Page Intentionally Left Blank] to the Plat thereof as recorded in Plat Book 23, at Page 80 of the Public Records of Dade County, Florida, more particularly described as follows: Commence at the centerlines intersection of NE 7th Avenue and NE 135th Street; thence N87°05'39"E along the Centerline of NE 135th Street (formerly Natural Bridge Road) a distance of 411.77 feet; thence N02°54'21"W a distance of 248.03 feet to the Point of Beginning; thence N06°55'06"W a distance of 10L25 feet; thence N83°04'54"E a distance of 100.33 feet; thence S06°55'06"E a distance of 101.25 feet; thence S83°04'54"W a distance of 100.33 feet to the Point of Beginning. A-7 A-6 MIA 180017232v3 May 19, 2008 MIA 180017232V3 May 19, 2008 C-83 Young Men's Preparatory Academy at Buena Vista Complex PARCEL 3: A portion of a Tract of land in Section 19, Township 52 South, Range 42 East, North Miami, Miami-Dade County, Florida. PARCEL 1: A portion of Lots 7, 8, 9, 10, 11, 12, 13, 14, 15 and 16 (also known as Parcel 2), Block 2 of Bounded: SAINT JAMES PARK, according to the Plat thereof, as recorded in Plat Book 3, at Page 65, of Northerly: By the South Right of Way line of "N.E. 137th STREET" the Public Records of Miami-Dade County, Florida, more particularly described as follows: Easterly: By the West Right of Way line of "N.E. 9th AVENUE" Southerly: By the North Right of Way line of "N.E. 135th STREET" Commence at the Northwest comer of Lot 12, thence S00°12'36"W along the West Boundary line Westerly: By the East Right of Way line of "N.E. 7th AVENUE" of said Lot 12, a distance of 27.93 feet; thence S89°47'24"E a distance of 19.34 feet to the Point of Beginning; thence East a distance of 11.00 feet; thence N00°00'15"E a distance of 20.79 feet; Comprising: thence East a distance of 147.62 feet; thence South a distance of 43.46 feet; thence East a distance Blocks 49, 50, 53, and 54 of "IRONS MANOR HIGHPINE ADDITION SECTION-A", of 15.46 feet; thence South a distance of 45.00 feet; thence West a distance of 35.58 feet; thence according to the Plat thereof as recorded in Plat Book 23, at Page 80 of the Public Records of South a distance of 16.17 feet; thence West a distance of 57.25 feet; thence North a distance of Dade County, Florida, more particularly described as follows: 16.17 feet; thence West a distance of 60.14 feet; thence North a distance of 7.66 feet; thence West a distance of 21.10 feet; thence North a distance of 60.00 feet to the Point of Beginning. Commence at the centerlines intersection of NE 7th Avenue and NE 135th Street; thence N87°05'39"E along the Centerline of NE 135th Street (formerly Natural Bridge Road) a distance PARCEL 2: of 440.40 feet; thence N02°54'2r'W a distance of 103.18 feet to the Point of Beginning; thence A portion of Lots 7, 8, 9, 10, 11, 12, 13, 14, 15 and 16 (also known as Parcel 2), Block 2 of N06°55'05"W a distance of 48.33 feet; thence N83°04'54" a distance of 82.00 feet; thence SAINT JAMES PARK, according to the Plat thereof, as recorded in Plat Book 3, at Page 65, of S06°55'06"E a distance of 48.33 feet; thence S83°04'54"W a distance of 82.00 feet to the Point of the Public Records of Miami-Dade County, Florida, more particularly described as follows: Beginning. Commence at the Northwest comer of Lot 12, thence S00°12'36"W along the West Boundary line of said Lot 12 a distance of 109.33 feet; thence S89°47'24"E a distance of 9.10 feet to the Point of [Remainder of Page Intentionally Left Blank] Beginning; thence East a distance of 81.08 feet; thence South a distance of 27.21 feet; thence S45°00'00"E a distance of 66.33 feet; thence S45°00'00"W a distance of 28.66 feet; thence East a distance of 31.70 feet; thence South a distance of 34.00 feet; thence East a distance of 10.30 feet; thence South a distance of 32.00 feet; thence West a distance of 114.01 feet; thence N45°00'00"W a distance of 50.49 feet; thence North a distance of 124.67 feet to the Point of Beginning. [Remainder of Page Intentionally Left Blank] A-8 A-9 MIA 180017232v3 May 19, 2008 MIA 180017232V3 May 19, 2008 Holmes Elementary School Partial Replacement N86°29'30"E a distance of 70.67 feet; thence S03°30'30"E a distance of 70.67 feet; thence S86°29'30"W a distance of 70.67 feet to the Point of Beginning. Parcel 1: [Legal Description Continued on Next Page] A portion of Tract A of HOLMES ELEMENTARY SCHOOL, according to the Plat thereof, as recorded in Plat Book 144, at Page 39, of the Public Records of Miami-Dade County, Florida, Parcel 5: more particularly described as follows: A portion of Tract A of HOLMES ELEMENTARY SCHOOL, according to the Plat thereof, as recorded in Plat Book 144, at Page 39, of the Public Records of Miami-Dade County, Florida, Commence at the Southwest comer of NW 1/4 of the NE 1/4 of Section 14, Township 53 South, more particularly described as follows: Range 41 East, as per Plat Book 144, at Page 39, thence N04°05'30"W along the West line of NW 1/4 of the NE 1/4 of Section 14-53-41 a distance of 132.70 feet; thence N85°54'30"E a Commence at the Southwest comer of NW 1/4 of the NE 1/4 of Section 14, Township 53 South, distance of 83.90 feet to the Point of Beginning; thence Nll°29'30"E a distance of 24.88 feet; Range 41 East, as per Plat Book 144, at Page 39, thence N86°29'30"E along the South line of NW thence S89°29'30"W a distance of 34.07 feet; thence N19°38'15"E a distance of 39.61 feet; 1/4 of the NE 1/4 of Section 14-53-41 a distance of 468.72 feet; thence N03°34'26"W a distance thence N03°30'30"W a distance of 23.28 feet; thence N86°29'30"E a distance of 78.08 feet; of 92.39 feet to the Point of Beginning; thence N78°30'30"W a distance of 27.24 feet; thence thence S07°50'35"E a distance of 74.98 feet; thence S77°57'37"W a distance of 72.54 feet to the Nll°29'30"E a distance of 206.82 feet; thence N78°30'30"W a distance of 49.99 feet; thence Point of Beginning. N05°29'30"E a distance of 5.44 feet; thence N84°30'30"W a distance of 40.98 feet; thence S05°29'30"W a distance of 9.67 feet; thence N84°30'30"W a distance of 22.54 feet; thence Parcel 2: S05°29'30"W a distance of 200.42 feet to a point on a curve concave to the East, thence along a A portion of Tract A of HOLMES ELEMENTARY SCHOOL, according to the Plat thereof, as circular curve, which radial bears S13°53'05"E, having for its elements a radius of 35.00 feet, a recorded in Plat Book 144, at Page 39, of the Public Records of Miami-Dade County, Florida, central angle of 159°17'01", and an arc distance of 97.30 feet to a point of a compound curve more particularly described as follows: which radial bears N07°39'35"E, thence Northeasterly along a circular curve having for its elements a radius of 120.70 feet, a central angle of 6ri4'00" and an arc distance of 128.99 feet to Commence at the Southwest comer of NW 1/4 of the NE 1/4 of Section 14, Township 53 South, the Point of Beginning. Range 41 East, as per Plat Book 144, at Page 39, thence N04°05'30"W along the West line of NW 1/4 of the NE 1/4 of Section 14-53-41 a distance of 54.13 feet; thence N85°54'30"E a Conversion of Ruth K. Broad Elementary School to K-8 Center distance of 173.84 feet to the Point of Beginning; thence N03°30'30"W a distance of 115.63 feet; thence S78°30'30"E a distance of 103.82 feet; thence SI l°29'30"W a distance of 25.68 feet to the PARCEL 1: Point of Tangency; thence Southwesterly along a circular curve concave to the Northwest, having A portion of Lots 6, 7, 8, 9, 10 and 11 of Block 19, of BAY HARBOR ISLAND, according to for its elements a radius of 87.00 feet, a central angle of 81°19'55" and an arc length of 123.50 the Plat thereof, as recorded in Plat Book 46, Page 5, of the Public Records of Miami-Dade feet to the Point of Beginning. County, Florida; and a portion of 94th Street between Bay Harbor Terrace and West Bay Harbor Drive; more particularly described as follows: Parcel 3: Commence at the intersection of 95th Street and West Bay Harbor Drive; thence N87°2riO"E A portion of Tract A of HOLMES ELEMENTARY SCHOOL, according to the Plat thereof, as along the centerline of 95th Street; a distance of 207.81 feet; thence S02°38'50"E a distance of recorded in Plat Book 144, at Page 39, of the Public Records of Miami-Dade County, Florida, 25.00 feet to the Point of Beginning; thence continue S02°38'50"E, a distance of 264.65 feet; more particularly described as follows: thence S87°21'10"W a distance of 78.31 feet; thence S02°38'53"E a distance of 85.35 feet; thence S87°2riO"W a distance of 74.50 feet; thence N02°38'50"W a distance of 350.00 feet; thence Commence at the Southwest comer of NW 1/4 of the NE 1/4 of Section 14, Township 53 South, N87°2riO"E a distance of 152.81 feet to the Point of Beginning. Range 41 East, as per Plat Book 144, at Page 39, thence N04°05'30"W along the West line of NW 1/4 of the NE 1/4 of Section 14-53-41, a distance of 223.82 feet; thence N85°54'30"E a [Remainder of Page Intentionally Left Blank] distance of 175.56 feet to the Point of Beginning; thence N03°30'30"W a distance of 41.50 feet; thence N86°29'30"E a distance of 36.83 feet; thence S03°30'30"E a distance of 41.50 feet; thence S86°29'30"W a distance of 36.83 feet to the Point of Beginning. Parcel 4: A portion of Tract A of HOLMES ELEMENTARY SCHOOL, according to the Plat thereof, as recorded in Plat Book 144, at Page 39, of the Public Records of Miami-Dade County, Florida, more particularly described as follows: Commence at the Southwest comer of NW 1/4 of the NE 1/4 of Section 14, Township 53 South, Range 41 East, as per Plat Book 144, at Page 39, thence N86°29'30"E along the South line of NW 1/4 of the NE 1/4 of Section 14-53-41, a distance of 257.12 feet; thence N03°30'30"W a distance of 231.98 feet to the Point of Beginning; thence N03°30'30"W a distance of 70.67 feet; thence A-10 A-11 MIA 180017232v3 May 19. 2008 MIA 180017232v3 May 19, 2008 C-84 State School P-1 (Dr. Rolando Espinosa K-8 Center) Additions to and Renovation of Miami Senior High School Parcel 1: PARCEL 1: A portion of Tract 21 of FLORIDA FRUIT LAND COMPANY'S SUBDIVISION No. 1, in A portion of Block 2 of "BOSCOBLE SUBDIVISION" according to the Plat thereof, as recorded Section 7; Township 53 South, Range 40 East, according to the Plat thereof, as recorded in Plat in Plat Book 7, at Page 72, of the Public Records of Miami-Dade County, Florida and a portion of Book 2, Page 17, of the Public Records of Miami-Dade County, Florida, more particularly S.W. 1st Street between S.W. 24th Avenue and S.W. 25th Avenue more particularly described as described as follows: follows: Commence at the Southwest comer of said Tract 21; thence N89°35'54"E along the South Commence at the centerline intersection of West Flagler Street and SW 25 Avenue, thence boundary line of aforesaid Tract 21 a distance of 371.84 feet; thence N00°24'06"W a distance of S00°00'58"E along the centerline of said S.W. 25th Avenue a distance of 142.77 feet; thence 26.79 feet to the Point of Beginning; thence N00°19'59"W a distance of 71.03 feet; thence N89°59'02"E a distance of 49.33 feet to the Point of Beginning; thence N89°59'02"E a distance of N00°32'43"W a distance of 98.06 feet; thence S85°28'18"E a distance of 127.73 feet; thence 86.83 feet; thence SOO°OO'58"E a distance of 211.00 feet; thence S89°59'02"W a distance of 86.83 S00°58'46"E a distance of 30.50 feet; thence S81°37'16"E a distance of 23.63 feet; thence feet; thence N00°00'58"W a distance of 211.00 feet to the Point of Beginning. S85°41'23"E a distance of 98.52 feet; thence S00°29'32"E a distance of 98.71 feet; thence N87°24'47"W a distance of 109.20 feet; thence N89°50'48"W a distance of 15.60 feet; thence PARCEL 2: S00°14'51"W a distance of 23.05 feet; thence S89°36'08"W a distance of 124.18 feet to the Point A portion of Block 2 of "BOSCOBLE SUBDIVISION" according to the Plat thereof, as recorded of Beginning. in Plat Book 7, at Page 72, of the Public Records of Miami-Dade County, Florida and a portion of S.W. 1st Street between S.W. 24th Avenue and S.W. 25th Avenue more particularly described as Parcel 2: follows: A portion of Tract 21 of FLORIDA FRUIT LAND COMPANY'S SUBDIVISION No. 1, in Commence at the centerline intersection of West Flagler Street and S.W. 25 Avenue, thence Section 7; Township 53 South, Range 40 East, according to the Plat thereof, as recorded in Plat S00°00'58"E along the centerline of said S.W. 25th Avenue a distance of 100.70 feet; thence Book 2, Page 17, of the Public Records of Miami-Dade County, Florida, more particularly N89°59'02"E a distance of 574.40 feet; thence S00°00'34"E a distance of 42.37 to the Point of described as follows: Beginning; thence N89°59'26"E a distance of 83.83 feet; thence S00°00'34"E a distance of 211.00 Commence at the Southwest comer of said Tract 21; thence N01°44'31"W along the West feet; thence S89°59'26"W a distance of 87.17 feet; thence N00°00'34"W a distance of 28.67 feet; boundary line of aforesaid Tract 21 a distance of 201.10 feet; thence N88°15'29"E a distance of thence N89°59'26"E a distance of 3.33 feet; thence N00°00'34"W a distance of 182.33 feet to the 480.61 feet to the Point of Beginning; thence N06°16'48"E a distance of 91.04 feet; thence Point of Beginning. S83°42'26"E a distance of 136.14 feet; thence S88°07'57"E a distance of 142.80 feet; thence N84°17'44"E a distance of 197.28 feet; thence S04°16'03"W a distance of 186.38 feet; thence PARCEL 3: S00°54'22"W a distance of 87.09 feet; thence N88°48'11"W a distance of 91.22 feet; thence A portion of Block 3 of "BOSCOBLE SUBDIVISION" according to the Plat thereof, as recorded N02°32'06"E a distance of 160.65 feet; thence N88°42'14"W a distance of 256.15 feet; thence in Plat Book 7, at Page 72, of the Public Records of Miami-Dade County, Florida, and a portion N83°42'14"W a distance of 129.66 feet to the Point of Beginning. of Lots 1 and 2, Block 7 of "CENTRAL PARK" according to the Plat thereof, as recorded in Plat Book 5, at Page 57, of the Public Records of Miami-Dade County, Florida, and a portion of Lot 159 of "KENILWORTH REVISED", according to the Plat thereof, as recorded in Plat Book 5, at [Remainder of Page Intentionally Left Blank] Page 115, of the Public Records of Miami-Dade County, Florida and a portion of S.W. 2nd Street between S.W. 24th Avenue and S.W. 25th Avenue more particularly described as follows: Commence at the centerline intersection of West Flagler Street and S.W. 25 Avenue, thence S00°00'58"E along the centerline of said S.W. 25th Avenue a distance of 651.39 feet; thence N89°57'00"E a distance of 136.44 feet to the Point of Beginning; thence S89°59'08"E a distance of 23.87 feet; thence N00°00'52"E a distance of 10.45 feet; thence Easterly along a circular curve to the right, which radial bears S05°43'29"E, having for its elements a radius of 1905.00 feet, a central angle of 15°00'56" and an arc distance of 499.25 feet; thence S00°00'52"W a distance of 10.79 feet; thence S77°59'08"E a distance of 78.00 feet; thence S12°00'52"W a distance of 79.91 feet; thence Northwesterly along a circular curve to the left, which radial bears Sll°4r22"W, having for its elements a radius of 1812.42 feet; a central angle of 453.58 feet and an arc distance of 154.99 feet; thence N00°00'52"E a distance of 27.27 feet; thence Westerly along a circular curve to the left which radial bears S06°4r23"W having for its elements a radius of 1839.50 feet, a central angle of 13°22'04" feet and an arc distance of 429.18 feet; thence N00°00'52"E a distance of 58.03 feet to the Point of Beginning. A-12 A-13 MIA 180017232v3 May 19, 2008 MIA 180017232v3 May 19, 2008 OR BK 264-O3 PG O'T'l'S?- LAST PAGE State School W-1 (Dr. Manuel C. Barreiro Elementary School) A portion of Tract 45, of MIAMI EVERGLADE LAND CO. LTD. SUBDIVISION, in Section 20, Township 54 South, Range 39 East, according to the Plat thereof as recorded in Plat Book 2, at Page 3 of the Public Records of Miami - Dade County, Florida, more particularly described as follows: Commence at the Southwest comer of said Tract 45, thence N02°15'01"W along the West Boundary line of Tract 45, a distance of 114.21 feet; thence N87°44'59"E, a distance of 65.28 to the Point of Beginning; thence N02°15'15"W a distance of 369.92 feet; thence N87°44'45"E a distance of 95.50 feet; thence N02°15'15"W a distance of 88.17 feet; thence N87°44'45"E a distance of 46.33 feet; thence S02°15'15"E a distance of 72.67 feet; thence S87°44'45"W a distance of 40.33 feet; thence S02°15'15"E a distance of 133.75 feet; thence N87°44'45"E a distance of 236.83 feet; thence S02°15'15"E a distance of 251.67 feet; thence S87°44'45"W a distance of 338.33 feet to the Point of Beginning. [Remainder of Page Intentionally Left Blank] [THIS PAGE INTENTIONALLY LEFT BLANK] A-14 MIA 180017232v3 May 19, 2008 C-85 I mill mil Hill mil mil mil mil nil iiie> CFN aOO'PRO 14-4-210 . OP E.k 26767 Pas 4820 - 48321 ClSpas;- RECORCCO 02/26/2009 15:00:15 HARVEY RUVIIU CLERK. OF C^OURT lilHtil-DAC'E COUNTYf FLORIDA This instrument was prepared by and when recorded should be returned to: Robert C. Gang, Esq. Greenberg Traurig, P.A. 1221 Brickell Avenue Miami, Florida 33131 (This space reserved for Clerk) SERIES 2009A ASSIGNMENT AGREEMENT BETV/EEN MIAMI-DADE COUNTY SCHOOL BOARD FOUNDATION, INC. AND THE BANK OF NEW YO:RK MELLON TRUST COMPANY, N.A., (successor in interest to NationsBank of Florida, N.A.) As Trustee Dated as of February 1, 2009 f 80,368,743 v3 008776031100 C-86 SERIES 2009A ASSIGNMENT AGREEMENT TABLE OF CONTENTS THIS SERIES 2009A ASSIGNMENT AGREEMENT (this "Agreement"), made and entered into as of this l" day of February, 2009, by and between MIAMI-DADE COUNTY SCHOOL BOARD Page FOUNDATION, FNC, a not-for-profit corporation organized under the laws of the State of Florida (the "Foundation"), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (successor in interest to NationsBank of Florida, N.A.), a nationsil banking association with its designated corporate Recitals • ^ Section 1. trust office in Jacksonville, Florida , as trustee (the "Trustee"); Assignment • 2 Section 2. WITNESSETH THAT, in the joint and mutual exercise of their powers, and in consideration of $10.00 and other good and valuable consideration and the mutual covenants herein contained, the parties Section 3. Administrative Provisions 4 hereto recite and agree as follows: Section 4. Non-Recourse.. 4 Section 1. - Recitals. EXHIBIT A DESCRIPTION OF REAL ESTATE (Series 2009A-1 Facility Sites) 1.01 The School Board of Miami-Dade County, Florida (the "School Board"), and the Foundation have entered into a Master Lease Purchase Agreement dated as of August 1, 1994 (as the same may be amended or supplemented fiom time to time, the "Master Lease"), and have executed Schedules 2009 A-1 and 2009A-2 thereto, each dated as of February 1, 2009, which Master Lease together with each separate schedule constitutes a separate lea^e (individually, the "Series 2009A-1 Lease" and the "Series 2009A-2 Lease" and collectively, the "Series 2009A Lease"), the former with respeet to certain new educational facilities and sites and the latter with respect to certain improvements and certain educational facilities being financed, and have entered into a Series 2009A Ground Lease dated as of February 1, 2009 (as the same may be amended or supplemented from time to time, the "Series 2009A Ground Lease"), with respect to the Series 2009A-1 Facility Sites (hereinafter defined). 1.02 Pursuant to the Series 2009A Lease, the School Board and the Foundation have agreed that (i) there shall be acquired, constructed, installed and equipped for lease-purchase to the School Board certain educational facilities and sites as described in Schedule 2009A-1 to the Master Lease (the "Series 2009A-1 Facilities"), such facilities being located on certain lands described in Exhibit A hereto (which, together with the improvements thereon are hereinafter eollectively referred to as the "Series 2009A-1 Faeility Sites") and (ii) there shall be financed certain educational facilities and equipment as described in Schedule 2009A-2 to the Master Lease (the "Series 2009A-2 Facilities" and collectively with the "Series 2009A-1 Facilities, the "Series 2009A Facilities"). Schedules 2009A-1 and 2009A-2 set forth Lease Payments (collectively, the "Series 2009A Lease Payments") to be paid by the School Board for the Series 2009A-1 Facilities and Series 2009A-2 Facilities, respectively. The School Board has agreed to lease-purchase the Series 2009A Facilities from the Foundation. 1.03 The Foundation and the Trustee have entered into a Master Trust Agreement dated as of August 1, 1994, as supplemented by a Series 2009A Supplemental Trust Agreement dated as of February 1, 2009 (as the same may be further amended or supplemented from time to time, the "Trust Agreement"), which acknowledges and contemplates the execution of this Agreement in conjunction therewith. This Agreement is made for the purpose of enabling the Trustee to act as lessor under the Series 2009A Lease. 1.04 The Foundation desires to sell, assign and convey all of its right, title and interest as lessee of the Series 2009A-1 Facility Sites under the Series 2009A Ground Lease, and as sublessor of the Series 2009A-1 Facilit}' Sites and lessor of the Series 2009A Facilities under the Series 2009A Lease (except for its right to indemnification under Section 5.7 of the Master Lease, its right to hold title to certain of the Series 2009A Facilities under Section 6.1 of the Master Lease, Section 8B. of Schedule 2009A-2, and Section 4 of the Series 2009A Ground Lease and its right to receive notices under the 1 180,368,743 v3 180,368.743 v3 008776031100 008776031100 Master Lease), to the Trustee for the benefit of the holders of the Series 2009A Certificates and holders of to own its property and carry on its business as now being conducted, and is qualified wherever any other Certificates representing an undivided proportionate interest in a portion of the Basic Lease necessary to perform its obligations under the Series 2009A Ground Lease, the Series 2009A Payments payable under the Series 2009A Lease issued under the Trust Agreement. Lease, the Trust Agreement and this Agreement. 1.05 The Trustee is willing to accept this assignment on the terms and conditions hereinafter B. The Foundation has full power, authority and legal right to enter into and perform provided. its obligations under the Series 2009A Ground Lease, the Series 2009A Lease, the Trust Agreement and this Agreement; the execution, delivery and performance of the Series 2009A 1.06 Each of the parties has authority to enter into this Agreement and has taken all actions Ground Lease, the Series 2009A Lease, the Trust Agreement and this Agreement by the necessary to authorize its execution by the officers signing it. Foundation have been duly authorized by all necessary corporate actions on the part of the Foundation, and all required approvals and consents have heretofore been duly obtained; and the All terms capitalized but not defined herein shall have the meanings given to them in the Trust Series 2009A Ground Lease, the Series 2009A Lease, this Agreement and the Trust Agreement Agreement and the Series 2009A Lease. are in full force and effect. Section 2. - Assignment. C. The execution, delivery and performance of the Series 2009A Ground Lease, the Series 2009A Lease, the Trust Agreement and this Agreement do not contravene any provision of 2.01 The Foundation hereby gjimliitely and unconditionallv sells, assigns and conveys to the the Articles of Incorporation or Bylaws of the Foundation, and do not and will not conflict with, Trustee, without recourse, for the benefit of all of the holders of the Series 2009A Certificates and any violate or result in any breach of or constitute a default under any agreement or instrument to other Certificates representing an undivided proportionate interest in a portion of the Basic Lease which the Foundation is a party or by which it or any of its property is bound or any Payments payable under the Series 2009A Lease, all of its right, title and interest under the Series 2009A constitutional or statutory provision, or order, rule, regulation, decree or ordinance of any Federal Ground Lease and the Series 2009A Lease (except for its right to indemnification under Section 5.7 of the or State court, government or governmental body having jurisdiction over the Foundation or any Master Lease, its right to hold title to certain of the Series 2009A Facilities under Section 6.1 of the of its properties and by which the Foundation or any of its property is bound. Master Lease, Section 8.B. of Schedule 2009A-2 and Section 4 of the Series 2009A Ground Lease and its rights to receive notices under the Master Lease), including, without limitation, all Series 2009A Lease D. The Series 2009A Ground Lease, the Series 2009A Lease, this Agreement and Payments and other amounts required to be paid by the School Board under the Series 2009A Lease. Said the Trust Agreement are in full force and effect and the Foundation is not in default thereunder; assignment is absolute and unconditional and the Foundation shall have no right to receive or recover the the Series 2009A Ground Lease, the Series 2009A Lease, this Agreement and the Trust right, title and interest herein assigned. Said assignment is not given as additional security and is not Agreement are legal, valid and binding obligations of the Foundation, enforceable against the intended to be nor shall it be construed to be a mortgage, or other security agreement of any nature Foundation in accordance with their respective terms, all such enforcement being subject to whatsoever, and the Foundation will hereafter have no further right or interest or claims in and to the certain laws relating to bankruptcy, reorganization, moratorium and creditors' rights generally, right, title and interest herein assigned, or any part thereof, or the interest or profits and other proceeds and to principles of equity in the event that equitable remedies are sought. that may be derived therefrom of any kind whatsoever. Accordingly, upon execution of this Agreement, the Foundation shall deliver to the Trustee executed counterparts of the Series 2009A Ground Lease and E. The Series 2009A Ground Lease and the Series 2009A Lease delivered to the the Series 2009A Lease. Delivery to the Trustee of such documents shall make the sale, assignment and Trustee are duly executed duplicate originals and, together with all Exhibits thereto, comprise the conveyance of the Series 2009A Ground Lease and the Series 2009A Lease herein made, complete and entire writing, obligation and agreement be^iveen the Foundation and School Board respecting the effective for all purposes. Title to the Series 2009A-1 Facility Sites shall remain vested in the School Series 2009A-1 Facility Sites and the Series 2009A Facilities. Board throughout their Lease Terms; title to the Series 2009A-1 Facilities shall remain vested in the Foundation throughout their Lease Term, and title to the Series 2009A-2 Facilities shall remain vested in F. The Foundation has complied and will at all times hereafter comply with and the School Board throughout their Lease Term; provided, however, that upon termination of the Lease duly perform its obligations under the Series 2009A Ground Lease, the Series 2009A Lease, the Terms as a result of nonappropriation or default pursuant to Section 4.1(b) or 4.1(c) of the Master Lease, Trust Agreement and this Agreement. the Foundation shall, upon request of the Trustee, transfer title to such Series 2009A-1 Facilities to the Trustee, or to any Permitted Transferee designated by the Trustee. G. Except as disclosed in the Offering Statement with respect to the Series 2009A Certificates dated February 12, 2009, there is no pending or, to the knowledge of the Foundation, 2.02 With respect to the sale, assignment and conveyance of the rights and interests threatened action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any contemplated hereunder to the Trustee, the Foundation represents, warrants and covenants to and with the court or governmental agency in any way affecting the ability of the Foundation to perform its Trustee and the holders of the Series 2009A Certificates and any other Certificates representing an obligations under the Series 2009A Ground Lease, the Series 2009A Lease, the Trust Agreement undivided proportionate interest in a portion of the Basic Lease Payments payable under the Series 2009 A or this Agreement. Lease that, upon the date of execution of this Agreement and the effective date of the sale, assignment and conveyance of the Foundation's rights under the Series 2009 A Ground Lease and the Series 2009A Lease, H. Tlie Series 2009A Ground Lease and the Series 2009A Lease being herein the facts stated below are and will be true and correct: assigned are free and clear of all claims, liens, security interests and encumbrances arising through any act or omission of the Foundation or any person claiming by, through or under it, A. The Foundation is a not-for-profit corporation duly organized, validly existing except the rights of the School Board under the Series 2009 A Lease and the Series 2009 A Ground and in good standing under the laws of the State of Florida, with corporate powers and authority 180,368,743 v3 180.368,743 v3 '008776031100 008776031100 C-87 Lease, including the fact that fee title to the Series 2009A-1 Facility Sites and the Series 2009A-2 amendment does not require consent pursuant to Section 9.4 of the Series 2009A Lease and the Facilities is vested in the School Board. Foundation is authorized to execute any such amendments from time to time and to record such amendments in the Official Public Records of Miami-Dade County, Florida. Copies of all amendments 2.03 Eixcept as otherwise set forth in Section 2.01, from and after the date of delivery to the hereto shall be provided to the Trustee and each Credit Facility Issuer securing a Series of Certificates Trustee of this Agreement, the Foundation shall have no further rights or interest under the Series 2009 A representing an undivided proportionate interest in a portion of the Basic Lease Payments payable under Ground Lease or the Series 2009A Lease or in any Series 2009A Lease Payments or other moneys due the Series 2009A Lease. with respect thereto or to become due under the Series 2009A Lease. 3.04 This Agreement shall be binding upon and inure to the benefit of the parties hereto and 2.04 The Foundation agrees to execute and deliver to the Trustee upon request by the Trustee, their respective successors and assigns. any documents deemed necessary by the Trustee to further evidence or perfect the assignment and conveyance herein made with respect to the Series 2009A Ground Lease and the Series 2009A Lease. 3.05 This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same Agreement. 2.05 The Foundation hereby irrevocably constitutes and appoints the Trustee, its successors and assigns, as its lawful attorney, with full power of substitution and resubstitution, to collect and to sue Section 4. Non-Recourse. on behalf of the Foundation in the name of the Foundation or otherwise in any court for any Series 2009 A Lease Payments or other amounts due under the Series 2009A Lease, or any part thereof, to withdraw or 4.01 The assignment contained in this Agreement is agreed to be non-recourse with respect to settle any claims, suits or proceedings pertaining to or arising out of the Series 2009A Lease upon any the Foundation and the Foundation shall have no liability to the Trustee, or any Certificate holders terms, all without the assent of the Foundation; and, further, to take possession of and to endorse in the hereunder with respect to the occurrence of any event of default by the School Board under the Series name of the Foundation any instrument for the payment of moneys received on account of the Series 2009A Lease whether such default consists of failure to pay moneys, breach of covenant or otherwise; 2009A Lease Payments or other amounts due under the Series 2009A Lease. provided, however, that nothing contained in this Section 4 shall excuse the Foundation from performance of its obligations under Section 2.04 through 2.08 hereof. 2.06 The Foundation agrees that it will authorize and direct the School Board to pay to the Trustee, its successors and assigns, all Series 2009A Lease Payments and all other amounts coming due All covenants, stipulations, promises, agreements and obligations of the parties hereto contained under the Series 2009A Lease. in this Agreement shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the parties hereto, respectively, and not of any member, officer, employee or agent of the parties hereto 2.07 Upon request of the Trustee, the Foundation agrees to cooperate in the Trustee's efforts in an individual capacity, and no recourse shall be had for the assignment effected by Section 2 hereof or to collect and cause to be remitted to the Trustee any Series 2009A Lease Payment or other amount. for any claim based thereon under this Agreement against any member, officer, employee or agent of the parties hereto. 2.08 In the event the Foundation receives notice from the School Board that it will exercise its option under Section 7.2 of the Master Lease to prepay the Series 2009A Lease Payments to become due thereunder or that the Series 2009A Lease will not be renewed as a result of any event of non- [Remainder of Page Intentionally Left Blank] appropriation under the Leases, the Foundation shall notify the Trustee of this fact in writing no later than five Business Days after such receipt provided, however, that failure to provide such notice shall not create any liability on the part of the Foundation. Section 3. Administrative Provisions. 3.01 This Agreement shall be construed and governed in accordance with the laws of the State of Florida. 3.02 Any provision of this Agreement found to be prohibited by applicable laws shall be ineffective only to the extent of such prohibition, and shall not invalidate the remainder of this Agreement. 3.03 This Agreement may not be amended without the prior written consent of each Credit Facility Issuer securing a Series of Certificates representing an undivided proportionate interest in a portion of the Basic Lease Payments payable under the Series 2009A Lease. In the event that there is no Credit Facility Issuer, except as otherwise provided herein, the consent of the Holders of at least a majority in principal amount of the Certificates Outstanding who are affected by such amendment shall be required. Notwithstanding the foregoing, this Agreement may be amended without the prior written consent of the Credit Facility Issuer or the consent of the Holders of Certificates if the purpose for such 180,36S,743v3 180,368,743 v3 008776031100 008776031100 IN WITNESS WHEREOF, the parties hereto have executed this Assignment Agreement on the date set forth below their respective signatures and as of the day and year first written above. IN WITOfESS WHEREOF, the parties hereto have executed this Assignment Agreement on the date set forth below their respective signatures and as of the day and year first written above. [SEAL] [SEAL] MIAMI-DADE COUNTY SCHOOL BOARD ATTEST: MIAMI-DADE COUNTY SCHOOL BOARD FOUNDATION, INC. ATTEST: FOUNDATION, INC. ^^ ByL By:_ CSiJ3rtJf1i.' Rojas Dr. Richard H. Hinds Silvia R. Rojas Dr. Richard H. Hinds Assistant Secretary Vice President Assistant Secretary Vice President THE BANK OF NEW YORK MELLON THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee TRUST COMPANY, N.A., as Trp^e [SEAL] By: [SEAL] Linda Boenish iniia Boenish ^"^ Vice President ice President 180,368,743 v3 008776031100 180,368,743 v3 008776031100 C-88 STATE OF FLORIDA STATE OF FLORIDA ) )SS: )SS: COUNTY OF MIAMI-DADE ) COUl^TY OF DU VAL ) The undersigned, a Notary Public in and for the said County in the State aforesaid, do hereby The undersigned, a Notary Public in and for the said County in the State aforesaid, does hereby certify that Dr. Richard H. Hinds and Silvia R. Rojas, personally known to me to be the same persons certify that Linda Boenish, personally known to me to be the same person whose name is, as Vice whose names are, respectively, as Vice President and Assistant Secretary, respectively, of MIAMI-DADE President of THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee subscribed COUNTY SCHOOL BOARD FOUNDATION, INC., a Florida not-for-profit corporation, subscribed to to the foregoing instruiKient, appeared before me this day in person and acknowledged that she, being the foregoing instrument, appeared before me this day in person and each acknowledged that she, being thereunto duly authorized, signed on behalf of said association, and delivered the said instrument as the thereunto duly authorized, signed, sealed with the seal of said corporation, and delivered the said free and voluntary act of said association and as her own free and voluntary act, for the uses and purposes instrument as the free and voluntary act of said corporation and as her own free and voluntary act, for the therein set forth. uses and purposes therein set forth. GIVEN under my hand and notarial seal this^^^day of February, 2009 GIVEN under my hand and notarial seal this 22 day of Eebruary, 2009. NOTARY PUBLJC, STATE OF FLORIDA ORLANDO J. LEON NOTARtTUBLIC ATE OF FLORIDA NOTARY PUBLIC r"""'"TRAceYt"cROW ? Notary Public, SiatfesfFlorida NOTARY PUBLIC SEAL OF OFFICE: Comm#DD05B08S7 _. SEAL M fjiy Cornm. Expires:Sept 2a, 2010 SEAL OF OFFICE: Expires 8;30fiJQ10 NO.DD599952' (^ Bonded thru Arthur J. Gallagher & Co. (Name of Notary Pu61Tc',"Frint'"Stamp or (Name of Notary Public, Print, Stamp or Type as Commissioned.) Type as Commissioned.) 0 Personally known to me, or [3~iPersonally known to me, or • Produced identification; • Produced identification: (Type of Identification Produced) {Type of Identification produced) 180.368,743 v3 180,368,743 v3 008776031100 008776031100 OR BK 2676.'7 PG 4-S32 LAST F-AQE EXHIBIT A Southside Elementary School Addition DESCRIPTION OF REAL ESTATE (Series 2009A-1 Facility Sites) Lots 10, 11, 12, 13, 14, 15 and a portion of Lot 16, Block 89 South, Map of Miami Bade County, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the State School LLL (Miami Carol City Senior High School Replacement)) Public Records of Miami-Dade County, Florida, being also a portion of Southside Elementary School, more particukirly described as follows: A portion of Tract "A" of MIAMI CAROL CITY SENIOR HIGH SCHOOL SITE, according to the Plat thereof, recorded in Plat Book 94 at Page 56 of the Public Records Begin at the Northwest comer of Lot 10, Block 89 South; thence run N87°50'46"E along of Miami Dade County, Florida, more particularly described as follows: the North boundary line of said Lot 10 being also the South Right of Way line of S.W. 12th Street, a distance of 151.50 feet to the Northeast corner of said Lot 10; thence Commence at the intersection of the Westerly projection of the South Boundary line and S02°15'll"E along the East line of Lots 10, 11 and 12, Block 89 South, a distance of Southerly projection of the West Boundary line of Tract "A" of MIAMI CAROL CITY 149.94 feet to the Northwest comer of Lot 16, Block 89 South; thence N87°49'51"E SENIOR HIGH SCHOOL SITE; thence North a distance of 25.01 feet to the Point of along the North line of said Lot 16, a distance of 28.57 feet; thence S02°15'42'E a Beginning; thence continue North, along the West Boundary line of said Tract "A", a distance of 139.95 feet to a point on a line 10 feet North and parallel with the original distance of 514.72 feet to a point; thence N89°56'31" E a distance of 302.60 feet; thence South line of Lots 15 and 16, being also the North Right of Way line of S.W. 13th Street; North a distance of 54.39 feet; thence N89°56'31" E a distance of 205.73 feet; thence thence S87°48'59"W along the aforementioned line, a distance of 180.10 feet to the South a distance of 92.21 feet; thence N89°56'31" E a distance of 211.02 feet; thence intersection with the West Right of Way line of S.W. 1st Avenue being also the West line South a distance of 125.22 feet; thence N89°59'34" E a distance of 175.39 feet; thence of Lots 10 through 15; thence N02°15'l 1"W along the aforesaid hne, a distance of 289.98 S00°02'52" E a distance of 212.06 feet to the Northwest corner of Tract "B" of feet to the Point of Beginning. aforementioned MIAMI CAROL CITY SENIOR SCHOOL SITE; thence S00°02'52" E, along the West line of said Tract "B", a distance of 165.00 feet to the Southwest corner of said Tract "B", being also the Southeast comer of aforementioned Tract "A"; thence S89°58'33"W, along the South Boundary line of said Tract "A", a distance of 870.05 feet to a point of curvature; thence Northwesterly and Northerly, along a circular curve concave to the Northeast, having a radius of 25.00 feet, a central angle of 90°0r27" and an arc distance of 39.28 feet to the Point of Beginning. State School BBB-1 (^forth Miami Senior High School Replacement) Parcel 1: NMHS Parcel - City The South One Half (S 1/2) of Lots 5 and 6, FRED C MILLER'S SUBDIVISION of the Northeast quarter (NE 1/4) of Section 30, Township 52 South, Range 42 East, Miami- Dade County, Florida, according to the Flat thereof, recorded in Plat Book B at Page 21, of the Public Records of Miami - Dade County, Florida, less and except the parcel of land legally described as "Parcel 2" in this Exhibit "A". Parcel 2: NMHS Parcel - Board The West 280 feet of the South One Half (S 1/2) of Lot 6, FRED C MILLER'S SUBDIVISION of the Northeast quarter (NE 1/4) of Section 30, Township 52 South, Range 42 East, Miami-Dade County, Florida, according to the plat thereof, recorded in Plat Book B at Page 21, of the Public Records of Miami - Dade County, Florida, less the West 30 feet and the South 30 feet thereof. 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A b8%d ; "# + ; > "# $ % " + " #? $ ? =? b8%dLLLLLLLLLLLLLLLLLLLLLLLLLLLLL ?b8&dLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLL 3+ #? ()() ) ?b8'dLLLLLLLLLLLLLLLLLLLLLLLLL #$O+ ?LLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLL @ + = "?b8(dLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLL ?LLLLLLLLLLLLLLLLLLLLLL E @YCD7DU 8! WPGVIU6S` @W@IU 9DT8GPTVS@ 8PW@S TC@@U ! +# O! # ! P / " & + $ 0 7% + b8 dLLLLL"/ $ % ) $ % R H <<" 9 R =?b8 d $ % & #' = ; ? M 9 9 + $ ,-. $ % R $ 2$;9= "?b8!d $("""H = 2$;9= " / ! ? 5 = " + ! ?b8#dLLLLL LLLL + @ #3! 7<?b8 d ) O 7DP ,) O " + DP 5) O ! + " DP 6) O ; 0! $! DP 1) O #7+ DP .) O" DP E) O + + DP G) O H DP 4) O 7 +#DP -) O!! DP ) O !" )P ; "# + ; > "# $ % " + " #? $ ? LLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLL =? b8%dLLLLLLLLLLLLLLLLLLLLLLLLLLLLL ?b8&dLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLL 3+ #? ()() ) ?b8'dLLLLLLLLLLLLLLLLLLLLLLLLL #$O+ ?LLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLL @ + = "?b8(dLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLL ?LLLLLLLLLLLLLLL G @YCD7DU 8" WPGVIU6S` ADI6I8D6G 9DT8GPTVS@ 8PW@S TC@@U ! +# O! # P / " & + $ 0 7 % + b8(d LLLLLLLLL "/$ % ) $ % R H <<" 9 R =?b8 d $ % & #' = ; ? M 9 9 + $ ,-. $ % R $ 2$;9= "?b8! $("""H = 2$;9= " / ! ?b8"d = " + ! ?b8#dLLLLL LLLL + @ #' 7<?b8 !d ) OA #H # DP ,) O #H DP 5) O DP 6) OH H +DP 1) O" DP .) O! H"H + #DP E) O + ! # H A #+ ! +#DP G) O + DP 4) O H +)P ; "# + ; > "# $ % " + " #? $ ? LLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLL =? b8%dLLLLLLLLLLLLLLLLLLLLLLLLLLLLL ?b8&dLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLL 3+ #? ()() ) ?b8'dLLLLLLLLLLLLLLLLLLLLLLLLL #$O+ ?LLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLL @ + = "?b8(dLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLLL ?LLLLLLLLLLLLLLLLLLLLLLL 4 [THIS PAGE INTENTIONALLY LEFT BLANK] 6QQ@I9DY@ QSPQPT@9APSHPAG@B6GPQDIDPITPA8PTQ@8D6GU6Y8PVIT@G [THIS PAGE INTENTIONALLY LEFT BLANK] 6QQ@I9DY @ APSH PA G@B6G PQDIDPI PA 8PTQ@8D6G U6Y 8PVIT@G On the date of issuance of the Certificates of Participation, Series 2016C, Greenberg Traurig, P.A., and Edwards & Associates, P.A., Co-Special Tax Counsel, propose to issue their approving opinions in substantially the following form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• CERTIFICATES OF PARTICIPATION, SERIES 2016C