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HomeMy WebLinkAboutR-2024-106 FMLC Revenue Bonds Series 2024A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DANIA BEACH. FLORIDA AUTHORIZING A LOAN IN AN AMOUNT NOT TO EXCEED $35,OOO,OOO FROM THE FLORIDA MUNICIPAL LOAN COUNCIL TO ACQUIRE. CONSTRUCT. RENOVATE. AND EQTJIP CERTAIN CAPITAL PROJECTS AND TO REFUND ALL OR A PORTION OF THE CITY OF DANIA BEACH. FLORIDA CAPITAL IMPROVEMENT REVENUE NOTE. SERIES 2024. EACH AS DESCRIBED HEREINI APPROVING THE FORM OF AND THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT WITH THE FLORIDA MUNICIPAL LOAN COUNCIL: APPROVING THE FORM OF THE SLJMMARY NOTICE OF SALE AND THE OFFICIAL NOTICE OF SALE: APPROVING THE FORM OF AND THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE ACREEMENT: AUTHORTZING THE DISTRIBUTION OF THE PRELIMINARY OFFICIAL STATEMENT AND I'HE OFFICIAL STATEMENT IN CONNECTION WITH THE FLORIDA MUNICIPAL LOAN COUNCIL REFUNDING AND IMPROVEMENT REVENUE BONDS. SERIES 2024C (CITY OF DANIA BEACH SERIES): PROVIDINC CERTAIN OTHER MATTERS IN CONNECTION WITH THE MAKING OF SLJCH LOAN: PROVIDING FOR CONFLICTS: FURTHER. PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, participating govemmental units have created the Florida Municipal Loan Council (the "Council") pursuant to a certain lnterlocal Agreement and pursuant to Chapter 163. Part I. Florida Statutes. for the purpose of issuing its bonds to make loans to participating governmental units for qualified projects: and WHEREAS, the City of Dania Beach. Florida (the "Borrower" ). a municipal corporation. is duly created and existing pursuant to the Constitution and laws of the State ol Florida (the "State"); and WHEREAS, there is a substantial need fbr the continued preservation of the welfare and convenience of the Borro*'er and its citizens to finance the acquisition, construction. and equipping of certain capital improvements to the stormwater utility system of the Borrower, including, but not limited to. drainage projects. replacement of piping. and installation of tidal valves on outlall piping, all as more particularly described in the plans and specilications on file with the Borrower, as the same may be amended and supplemented from time to time by the Borrower (collectively, the "Project"); and RESOLT-rrroN No. 202{- ic(, WHEREAS, on April 17.2024, the Borrower issued its Capital lmprovement Revenue Note, Series 2024 in the principal amount ofnot to exceed $6,000,000 (the "Refunded Note") lor the purpose of financing certain capital improvements to the stormwater utility system of the Borrower. including. but not limited to. the Southeast Drainage Project Phase I lthe "Retunded Project"): and WHEREAS, it is determined that it is necessary and desirable and in the best interest of the Borrower to refinance the Refunded Note in order to provide lor the long-term permanent financing for the Refunded Project: and WHEREAS, the Borrower has determined that retinancing the Refunded Note and financing the Project through a financing program through the Council. which regularll undertakes projects requiring significant debt financing within the State, would provide fbr low. cost refinancing of the Relunded Note and low-cost financing ol the Project through administrative support and access to experience and knowledge in accessing the capital marketsl and WHEREAS, the Borrower has determined that it is in the best interest of the Borrower and the citizens thereol to request the Council to issue its Florida Municipal Loan Council Refunding and Improvement Revenue Bonds, Series 2024C lCity of Dania Beach Series) (the "Bonds"). on behall ol the Borrower and to borrow funds through a new financing (the "Loan") secured b1 a Loan Agreement. between the Borrower and the Council (the "Loan Agreement"). to finance the Project; and WHER-EAS, debt senice on the Loan w'ill be secured by a covenant to budget and appropriate all legally available revenues and taxes of the Borrower derived from any source r.l'hatsoever other than ad valorem taxation on real and personal property. including. but not limited to the stormwater special assessment imposed by the Borrower (the "Non-Ad Valorem Revenues"): and WHEREAS, the Non-Ad Valorem Revenues shall be sullcient to pay all principal of and interest and prepayment premium. if any. on the Loan. as the same becomes due, and to make all required deposits or payments required by this Resolution and the Loan Agreement; and WHEREAS, the Borrower shall never be required to levy ad valorem taxes or use the proceeds thereof to pay debt service on the Loan or to make any other payments to be made RESoLUTToN#2014 (x under this Resolution or the Loan Agreement. The [-oan shall not constitute a lien on anv property owned or situated within the geographic limits ol the Borrower. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DANIA BEACH, FLORIDA, AS FOLLOWS: Section l. AdoDtion of Representations. -lhat thc lbrc going Whereas paragraphs are hereby ratified and confirmed as being true. and the same are hereby made a specific part ol this Resolution. Section 2. Authoritr. That this Resolution is ado pted pursuant to ('hapter 166. Florida Statutes. the Charter ofthe Borro*er. and other applicable provisions ol Iaw. Section -3. Authorization of the Refinancinq and Financing. That the retlnancin ofthe Refunded Note and the tinancing olthe Project are herebl' authorized Section -1. Neqotiated Loan. Ihat duc to thc com plicated nature of the tinancing. the ability' of the Council to access additional markets. and fbr the Borrower to receive the benef-rts of favorable interest rates and lorler issuance costs. it is hereby determined that it is in the best interest ofthe Borrou'er that the Loan to the Borrou'er be made tiom the proceeds ofthe Bonds. as opposed to the Borrower borrowing funds pursuant to a public or negotiated sale conducted by' the Borrower. Section 5. Loan Amount.That the principal amount ol the Loan to the Borrower evidenced bl the Loan Agreement shall not exceed $35.000.000 (without regard to original issue discount or premium). The Loan shall be made as a tax-exempt borrou'ing. which shall include. but is not limited to. the costs of funding a resen'e fund. if any. the costs ol issuance incurred by the Borrou'er and the Council, administrative fees olthe Florida League of Cities, Inc.. and other ongoing costs. and shall bear interest and shall be repayable according to the terms and conditions set forth in the Loan Agreement. Section 6. ArrDroval and Deliven of Loan Aqreement. 'l-hat the Nla;-or. as attested by the Cit) Clerk. and approved as to form and correctness by the City Attomey, or their dul)' authorized designee. are hereby authorized and directed to execute and deliver the Loan Agreement to evidence the Loan and to undertake all actions in respect to the Loan Agreement. nhich is in substantially the lbrm attached hereto as Exhibit A with such changes. amendments. modiflcations. deletions. and additions as may be approved by the Mayor, the City Clerk, or their duly authorized designee, the execution thereolbeing conclusive evidence ofsuch approval. RESOLUTION #2024.\ D(P Section 7. Arrproval and Deliven of Continuing Disclosure Agreement. That the May'or. the City Manager. the Ciry" Clerk. or anl other appropriate officers of the Borrouer are authorized and directed to execute and deliver a Continuing Disclosure Agreement conceming compliance r,"ith the rules of the Securities and Exchange Commission conceming continuing disclosure bl the Borrower. to be entered into bl and betu'een the Borrower and the Florida League ol Cities. Inc.. as dissemination agent. in substantiall)'the lorm attached as Exhibit B with such changes. amendments, modifications. deletions. and additions as may be approved b1' the Mayor. the City Manager. the Cit-v Clerk. or their duly authorized designee. the execution thereol being conclusive evidence of such approval. Section 8. Delcgation of Authoritr to ADDrove terms of the Bondsl Aooroval of Summan' Notice of Salc and Official Notice of Sale. (A) Subject to full satisfaction of the conditions set forth in Section 8(E) hereof. the Council is hereby authorized, upon consultation with the Mayor, the City Manager. or their duly authorized designee, to approve, in accordance with the provisions hereof, the terms of the Bonds. including, but not limited to: (i) the dated date; (ii) the aggregate principal amount: (iii) whether such bonds are issued as serial bonds or term bonds; (iv) the maturity dates and amountsl (v) the interest rates. prices, yields, and interest payment dates; (vi) the optional redemption f-eatures. if any: (vii) the amortization installments and other mandatory redemption features. if an1; (viii) the reserve requirement, ifany; (ix) the sale date and the delivery date; (x) the application ofthe proceeds; and (xi) all other details ofthe Bonds. (B) lt is herebl fbund. determined. and declared that it is in the best interest ol the public and the Borrouer to provide for the Council to sell the Bonds b1- competitive bid. (C) The lbrm ol the Summary Notice of Sale attached hereto as Exhibit C-l (the "Summary Notice olSale") and the form ofthe Official Notice ofSale attached hereto as Exhibit C-2 (the "Official Notice of Sale"). are hereby approved. with such changes. amendments. modifications. deletions, and additions as may be approved by the Mayor. the Citl Manager. or their duly' authorized designee. The Borrower hereby authorizes the Council to publish the Summary Notice of Sale in a newspaper publication pursuant to the requirements of law. and the Council's distribution of the Oflciat Notice of Sale based on the advice of Public Resources Advisory Group Inc.. the financial advisor to the Borrower (the "Financial Advisor"). -1 RESOLUTION #2024- \D(C (D) The Mayor. the Cir"v" Manager. or their duly authorized designee. is herebl' authorized. in light of market conditions and in order to minimize the Borrower's interest costs. to determine the bid date. based on the advice of the Financial Advisor as to the most advantageous date for such sale. (E) The Mayor. the CiB- Manager. or their duly authorized designee, is hereby authorized to direct the Council to a$,-ard the Bonds to the responsive bidder offering to purchase the Bonds at the lowest true interest cost (the "Purchaser") in accordance with the Olficial Notice of Sale; provided, however, that (a) the aggregate principal amount (without regard to original issue discount or premium) of the Bonds shall not exceed $35.000,000; (b) the true interest cost ol the Bonds shall not to exceed 6.00%; (c) the Bonds shall be subject to redemption prior to maturit) as described in the Official Notice of Sale; and (d) the final maturity date of the Bonds shall not be later than October l. 2054. The May'or. the City Manager. or their dull' authorized designee. is hereby authorized to direct the Council to award the sale of the Bonds to the Purchaser pursuant to the terms hereof and of the Official Notice of Sale. In accordance with the provisions of the Official Notice of Sale. the Mayor. the City Manager, or their duly authorized designee. may, in their discretion, direct the Council to reject any and all bids. (F) Prior to the Delivery of the Bonds, the Purchaser, as applicable. shall provide the Borrower a disclosure statement and truth-in-bonding infbrmation complying with Section 2l 8.385. Florida Statutes. (G) The Borrower hereby determines that the amount of the reserve requirement tbr the Bonds shall be determined based upon the advice of the Financial Advisor and the Council as final11 established at the time of marketing the Bonds and included in the Indenture (as deflned herein): provided" hou,ever. such resen'e requirement shall not be greater than (i) the maximum annual debt senice requirement of the Bonds. (ii) l25Yo of the average annual debt senice requirement of the Bonds. or (iii) an amount equal to l0% of the proceeds of the sale of the Bonds; provided further such reserve requirement may be lower than such amounts or zero. Ifthe reserve requirement for the Bonds is greater than zero, and upon consultation with the Financial Advisor and the Council it is determined to be the most economical or prudent structure, the Mayor, the City Manager, or their duly authorized designee. hereby directs the Council to solicit bids tiom surety bond providers in order to obtain the most favorable premiums on a surety bond. The Bonouer hereby authorizes the Council to accept. execute, and deliler a commitment RESOLUTION #20?4. \ OG ofthe surety bond provider that provides the terms and provisions which. after consultation with the Financial Advisor. is in the best interest ofthe Borrower. The Borrower hereby authorizes the Council to purchase a surety bond tbr the Bonds equal to the reserve requirement from a suretl' bond provider and pay'ment tbr such sureq' bonds is herebl* authorized from proceeds of the Bonds. after consultation w'ith the Financial Adl isor. If a surety bond is purchased. the Borror.rer hereby authorizes the Council to enter into a financial guarant)- agreement lor the Bonds uith a surety bond provider. (H) The Borrower hereby authorizes the Purchaser to opt to insure. at its expense, all, some. or none of the Bonds with a municipal bond insurance policy in accordance with the Summary Notice of Sale and the Official Notice of Sale. and further authorizes the Ma"v',or. the City Manager. or their duly authorized designee, based on the advice of the Financial Advisor and the Council. to direct the Council to take any actions and do all things necessary in order to accept such municipal bond insurance poticy in connection with the issuance of the Bonds to the extent that it is in the best economic interest of the Borrower. Section 9. lndenture. That Borrower here by acknowledges and consents to the Bonds being issued by the Council pursuant to a Trust Indenture, and any supplemental indentures thereto (the "lndenture"). to be executed by the Council and The Bank ofNew York Mellon Trust Company, N.A.. as trustee (the "Trustee"). Section I0. Preliminan And Final Official Statement. That the preparation and distribution of a preliminary and final otlcial statement (collectively. the "Oflficial Statement"). nhich is substantially in the form attached hereto as Exhibit D. in connection vnith the offering and sale of the Bonds is hereby authorized. The sections of the Official Statement relating to the Borrou,er are herebl'approved and adopted by the Borrower with such changes. amendments. modiflcations. deletions, and additions as may be approved by the Mayor. Citl' Manager. or their dul.v authorized designee. The Mayor. the Cit)' Manager, or their dull' authorized designee is hereby authorized to deem the Preliminarl Official Statement "final" nithin the meaning of Rule l5c2-12 under the Securities Exchange Act of 1934 in the lorm as mailed. Execution ol a certiflcate by the Mayor. the Cit!' Manager. or lheir duly authorized designee. deeming the Preliminary Olficial Statement "final" as described above shall be conclusive evidence of the approval of any changes, amendments. modifications, deletions. and additions. 6 RESoLUTToN #2024- ( Clt' Section I 1 Other Instrumcnts. I l.rat tl.re Nla )'or. rhe Cit) Clerk. the Citl Attomel'. the Cit)- Manager. or an.v other appropriate offlcers. attome! s. and other agents or employees of the Borrower are authorized and directed to pertbrm all acts and things required by this Resolution, the Loan Agreement, the Continuing Disclosure Agreement. the Summary Notice ol Sale, the Official Notice ofSale, the Indenture, and the Official Statement, or otherwise desirable or consistent with the requirements thereof and hereof, for the full, punctual. and complete pertbrmance ol all the terms. covenants. and agreements contained in this Resolution, the Loan Agreement. the Continuing Disclosure Agreement. the Summary Notice of Sale. the Official Notice ol Sale. the Indenture. and the Official Statement (including but not limited to. the execution ofall tax documents relating to the tax exempt status olthe Loan). and they are hereby' authorized to execute and deliver all documents that shall be required by bond counsel, disclosure counsel, the Council, the Purchaser. or the Trustee. All actions taken to date by the oi-ficers of the Borrower in turtherance of the issuance of the Bonds and the making of the Loan are hereby approved, confirmed. and ratified. Section 12. Reneal Of Resolutions In Conflict That all resolutions or parts of resolutions in conflict herewith are hereby'repealed to the extent ofsuch contlict Section 1-1.Severabilitl Clause. 'l'hat if an 1 phrase. clause. sentence. paragraph. or section of this Resolution is lor any reason held invalid or unconstitutional by the judgment or decree of a court of competent jurisdiction, such invalidity or unconstitutionality shatl not alfect the validity of the remaining phrases. clauses, sentences, paragraphs, or sections of this Resolution. Section 14. Effective Date. That this Resolution shall take efl-ect immediatel) upon its adoption A wlursr r1,,o,oPASSED A\D ADOPTEI) on Motion b1 lg.>\L I second br THIS SPACE INTENTIONALLY LEFT Bt-ANK L AuxWn 1 RESOLUTION .2011-llQl FINAL VOTE ON ADOPTION:Unanimous Yes No Commissioner Joyce L. Davis Commissioner Tamara James Commissioner Marco Salvino Vice Mal or Lori Leuellen Mayor Archibald J. Ryan IV ATTES ELOLA CITY CLERK APPROVED AS TO FORM AND CORR SS: BO TSIS TTORNEY ARCHIB MAYOR E C AN IV It J A"/1,6,4b; RESOLUTToN #2oz+-\ ok EXHIBIT A I RESoLUTToN #2024- i Clg FORM OF LOAN A(;REEMENT LOAN ACREEMENT By and Betlveen FLORIDA MUNICIPAL LOAN COUNCIL CITY OF DANIA BEACH, FLORIDA Dated as of 7,2021 FLORIDA MUNICIPAL LOAN COUNCIL REFUNDING AND IMPROVEMENT REVENUE BONDS, SERIES 2024C (CITY OF DANIA BEACH SERIES) and This Instrument Prepared Bv: jason M. Breth, Esquire Bryant Miller Olive P.A. 1545 Raymond Diehl Road, Suite 300 Tallahassee. Florida 32308 and fol-inda Herring, Esquire Bryant Miller Olive P.A. SunTrust Intemational Center 1 SE 3rd Avenue, Suite 2200 Miami, Florida 33131 FMLC lcit) oi D.lnlr Berch Senes) Loan Agrr{rmcnt TABLE OF CONTENTS ARTICLE I - DEFINITIONS ........................ SECTION 1.01. Definitions ......................... ARTICLE II - REPRESENTATIONS, WARRANTIES, AND COVENANTS OF BORROWER AND COUNCIL. SECTION 2.01. Representations, Warranties, and Covenants ................. SECTION 2.02. Covenants of Borrower..-... ARTICLE III . THE LOAN.....,......,,. SECTION 3.01. The Loan .............................. SECION 3.02. Evidence of Loan ................ SECTION 3.04. Portion of Loan for Purposes of Financing the Refunding ... SECTION 3.04. Portion of Loan for Purposes of Financing the Project.......... ARTICLE IV - LOAN TERM AND LOAN CLOSING REQUIREMENTS,,,,,.............. SECTION 4.01 . Commencement of Loan Term. SECTION 4.02. Termination of Loan Term SECTION 4.03. Loan Ciosing Submissions ....... ARTICLE V - LOAN REPAYMENTS SECTION 5.01. Payment of Basic Payments..... SECTION 5.02. Payment of Surety Bond Costs; Funding of Reserve Fund SECTION 5.03. Payment of Additional Payments......... SECTION 5.0-1. Interest Earnings or Investment Losses and Excess Payments.......... SECTION 5.05. Obligations of Borrower Unconditional SECTION 5.06. Refunding Bonds SECTION 5.07. Prepayment......... ARTICLE VI - DEFEASANCE................... ARTICLE VII - ASSIGNMENT AND PAYMENT BY THIRD PARTIES......,,,...-.. SECTION 7.01. Assignment by Council ..... SECTION 7.02. Assignment by Borrower.. ARTICLE VIII - EVENTS OF DEFAULT AND REMEDIES....... SECTION 8.01. Events of Detault Defi ned....................... SECTION 8.02. Notice of Default Pase ......2 ......2 ......9 ......9 .... l3 ....20 ....20 ....20 ....20 ....20 ....21 ....21 ....21 ....21 .... L) ....23 ....23 ....23 ...25 ...25 ...26 ...26 ...27 ...28 ...28 ...28 FMLC (Citv of Dama B€ach Series) Loan Alireement 29 29 30 I SECTION 8.03. Remedies on Default........ SECTION 8.04. [Reserved I . SECTION 8.05. No Remedy Exclusive; Waiver, Notice .31 .31 -Jt .31SECTION 8.06. Application of Monel,s ARTICLE IX - MISCELLANEOUS ..,,................ SECTION 9.01. SECTION 9.02. SECTION 9.03. SECTION 9.04. SECTION 9.05. SECTION 9.06. SECTION 9.07. SECTION 9.08. SECTION 9.09. Notices............ Binding Effect Severability .... Amendments, Changes and Modifications Execution in C()unterparts Applicable Lan, Benefit of Bondholders; Compliance with Indenture Consents and Approvals . Immunity of Officers, Employees and Members of Council and Borrower... Captions........... No Pecuniary Liability of Council Payments Due on Holidays .......... Calculations..... Time of Payment............................. 32 ..........,,,,,.'''.,''32 .......................32 .........,.,,,.......,'j2 ''" 32 ,,,.,,,,,'.............33 ... ' '. '. '...., - - -, - - -..3 3 ___------..JJ SECTION SECTION SECTION SECTION SECTION 9.10. 9.1't. 9.72. 9.1.3. 9.74. ..33 ..34 ..34 ..34 ..34 ..34 EXHIBIT A EXHIBIT B EXHIBIT C EXHIBIT D EXHIBIT E USE OF LOAN PROCEEDS CERTIFIED RESOLUTION OF BORROWER OPiNION OF BORROWER'S COUNSEL DEBT SERVICE SCHEDULE FORM OF REQUISITION CERNFICATE FMLC (Citv of Dania B€ach S€ne\) ll LOAN ACREEMENT This Loan Agreement (the "Loan Agreement"), is dated as of 7, 2021, and entered into by and between the FLORIDA MUNICIPAL LOAN COUNCIL (the "Council"), a separate legal entity and public body corporate and politic duly created and existing under the Constitution and laws of the State of Florida (the "State"), and the CITY OF DANIA BEACH, FLORIDA (the "Borrower"), a dulv constituted municipality under the laws of the State. WITNESSETH WHEREAS, pursuant to the authori$ of the Act (as hereinafter defined), the Council desires to loan to the Borrower the amount necessar), to enable the Borrower to finance, refinance, or reimburse the Costs (as hereinafter defined) of the Proiect (as hereinafter defined), and the Borrower desires to borrow such amount from the Council subject to the terms and conditions of and ior the purposes set forth in this Loan Agreement; and WHEREAS, the Council is a separate legal entity and public body corporate and politic duly created and existing under the laws of the State organized and existing under and by virtue of that certain Interlocal Agreement by and among, initially, the City of Deland, Florida, the Citv of Rockledge, Florida, and the City of Stuart, Florida, as amended and supplemented, together rvith the additional govemmental entities lvho become members of the Council, in accordance with Chapter 163, Part l, Florida Statutes, as amended (the "lnterlocal Act"); and WHEREAS, the Council has determined that there is substantial need within the State for a financing program (the "Program") r,hich will provide funds for qualifying projects for the participating borrowers, including the Borror.ver; and WHEREAS, the Council is authorized under the lnterlocal Act to issue its revenue bonds to provide funds for such purposes; and WHEREAS, the Council has determined that the public interest will best be served and that the purposes of the Interlocal Act can be more advantageously obtained by the Council's issuance of revenue bonds in order to loan funds to the Borrower to finance or refinance the Project; and WHEREAS, the Borrower has determined that a covenant to budget and appropriate legally available non-ad valorem revenues, as described herein, shall secure this Loan Agreement; and 1 FMLC (Citv of Dania Bcach Series) Loan Agreement WHEREAS, the Borron'er is authorized under and pursuant to the Act to enter into this Loan Agreement for the purposes set forth herein; and WHEREAS, the Borrower has determined that there is a substantial need for the financing or refinancing of the Proiect, as applicable; and WHEREAS, the Council and the Borrorver have determined that the lending of funds by the Council to the Borrower pursuant to the terms of this Loan Agreement and that certain Tmst Indenture, dated as of 1,2021, by and between the Council and the Trustee (as hereinafter defined), including any amendments and supplements thereto (the "Indenture"), relating to the issuance of the Bonds (as hereinafter defined), will assist in the development and maintenance of the public welfare of the residents of the State and the areas served bv the Borrorver, and shall serve a public purpose bv improving the health and living conditions, and pror.iding adequate governmental services, facilities, and programs and rvill Promote the most efficient and economical development of such sen,ices, facilities, and programs in the State; and WHEREAS, neither the Council, the Borrower, the State, nor any political subdivision thereof (other than the Borrower to the extent of its obligations under the Loan Agreement only), shall in any way be obligated to pay the principal of, premium, if any, or interest on those certain revenue bonds of the Council designated the "Florida Municipal Loan Council Refunding and Improvement Revenue Bonds, Series 202.1C (Cit)'of Dania Beach Series)" (the "Bonds") as the same shall become due, and the issuance of the Bonds shall not directly, indirectly, or conhngently obligate the Council, the Borrower, the State, or any political subdivision or municipal corporation thereof to levy or pledge any form of ad valorem taxation for their payment but shall be payable solely from the funds and revenues pledged under and pursuant to this Loan Agreement and the [ndenture. NOW, THEREFORE, for and in consideration of the premises hereinafter contained, the parties hereto agree as follows: ARTICLE I DEFINITIONS SECTION 1.01. Definitions. Unless the context or use indicates another meaning or intent, the following words and terms as used in this Loan Agreement shall have the following meanings, and any other hereinafter defined words and terms, shall have the meanings as therein defined. "Accountant" or "Accountants" means an independent certified public accountant or a firm of independent certified public accountants. "Act" means, collectively, to the extent applicable to the Borrower, Chapter 163, Part I, Florida Statutes, Chapter 166, Part ll, Florida Statutes, and Chapter 125, Part I, Florida Statutes, each as amended, and all other applicable provisions of larv. FMLC (Citr" ol Danir Beach Series) 2 "Additional Pavments" means payments required by Section 5.03 hereof "Adjusted Essential Expenditures" means essential expenditures for general govemment and public safety as show,n in the Borrower's audited financial statements less any revenues derived from ad valorem taxation on real and personal property that are legally available to pay for such expenditures. ["Altemate Suretv Bond" means any letter of credit or suretv bond obtained to replace the Surelv Bond then in effect pursuant to the tndenture.l ["Altemate Surety Bond Provider" means any provider of an Alternate Surety Bond.] "Authorized Representative" means, when used pertaining to the Council, the Chairman of the Council and such other designated members, aSents, or representatives as mav hereafter be selected by Council resolution; and, when used n,ith reference to a Borrower r,vhich is a municipality, means the person performing the functions of the Mayor (or Deputy, Actin& or Vice Mayor) or City Manager of such Borrower thereof, or other officer authorized to exercise the pon'ers and perfomrs the duties of the Mayor or City Manager; and, when used with reference to an act or document, also means anv other person authorized by resolution or ordinance to perform such act or sign such document. "Balloon Indebtedness" means Debt, 25% or more of the original principal of which matures during any one Fiscal Year. "Basic Pavments" means the pat'ments denominated as such in Section 5.01 hereof. "Bond Counsel" means Bryant Miller Olive P.A., Miami, Florida, or any other nationally recognized bond counsel, selected by the Council. ["Bond Insurance Poliry" means the municipal bond insurance poliry of the Bond Insurer guaranteein6; the scheduled payment when due of the principal of and interest on the Bonds as provided therein.] ["Bond Insurer" means and any successors or assigns thereto.l "Bondholder" or "Holder," "holder of Bonds," "Orvner," or "or,\'ner of Bonds," rvhenever used herein with respect to a Bond, means the Person in w,hose name such Bond is registered. "Btlnds" means the $_ Florida Municipal Loan Council Retunding and Improvement Revenue Bonds, Series 2024C (City of Dania Beach Series) issued pursuant to Article II of the Indenture. a FMLC (Citv of Dania B€ach Senes) Loan A8reement "Borrower" means the City of Dania Beach, Florida, the govemmental unit which is described in the iirst paragraph and on the cover page of this Loan Agreement and which is borrowing and using the Loan proceeds to finance, refinance, and/or be reimbursed for, all or a portion of the Costs of the Project. "Business Da1'" means any day of the year which is not a Saturday or Sundav or a day on which banking institutions located in New York City or the State are required or authorized to remain closed or on rvhich the New York Stock Exchange is closed. "Certificate," "StatemenL" "Request," "Requisition," or "Order" of the Council mean, respectively, a written certificate, statement, reques! requisition, or order signed in the name of the Council by its Chairman, Program Administrator, or such other person as may be designated and authorized to sign for the Council; or of the Borrower mean, respectively, a written certiticate, statement, request, requisition, or order signed in the name of the Borrorver by its Mayor (or Deputy, Acting or Vice Mayor) or City Manager, or such other person as mav be designated and authorized to sign for the Borrower. Any such instrument and supporting opinions or representations, if any, may, but need not, be combined in a single instrument with any other instrument, opinion, or representation, and the two or more so combined shall be read and construed as a single instrument. "Closing" means the closing of a Loan pursuant to the lndenture and this Loan Agreement. "Closing Memorandum" means the closing memorandum prepared in connection with the Closing of the Bonds and the Loan. "Code" means the Intemal Revenue Code of 1986, as amended from time to time, including, when appropriate, the statutory predecessor thereof, or anv applicable corresponding provisions of anv future lau's of the United States of America relating to federal income taxation, and except as otherwise provided herein or required by the context hereof, includes interpretations thereof contained or set forth in the applicable regulations of the Department of the Treasury (including applicable final or temporary regulations and also including regulations issued pursuant to the statutory predecessor of the Code, the applicable rulings of the Intemal Revenue Service (including published Revenue Rulings and private letter rulings), and applicable court decisions). "Costs" mean the purchase price of any project acquired; the cost of improvements; the cost of construction, extension or enlar6;ement; the cost of all lands, properties, rights, easements and franchises acquired; the cost of all machinery and equipment, financing charges, interest during construction; and, if deemed advisable, for one year after comPletion of construction, cost of investigations, audits, and engineering and legal sen'ices; and all other exPenses necessary or incident to determining the feasibility or practicability of such acquisition or construction, administrative expense and such other expenses as may be necessary or incident FMLC (Cit) of Dania Beach Series) + to the financing herein authorized and to the acquisition or construction of a project and the placing of the same in operation. Any obligation or expense incurred bv the Borrower prior to the issuance of bonds for engineering studies and for estimates of cost and of revenues, and for other technical, financiaf or legal services in connection with the acquisition or construction of anv project, may be regarded as a part of the cost of such project. "Council" means the Florida Municipal Loan Council "Counsel" means an attomey duly admitted to practice law before the highest court of the State and, without limitation, may include legal counsel tbr either the Council, a Borrorver, or the Trustee. "Debt" means at any date (without duplication) all of the following to the extent that they are guaranteed or secured by or payable in whole or in part from any Non-Ad Valorem Revenues (a) all obligations of the Borrower for borrowed money or evidenced by bonds, debentures, notes, or other similar instruments; (b) all indebtedness of other persons to the extent guaranteed by, the Non-Ad Valorem Revenues of the Borrower; and (c) any obligation o[ the Borroter for borro*'ed monev or evidenced by bonds, debentures, notes, or other similar instruments nhere the security provided by the Non-Ad Valorem Revenues is not the primary security for the obligation or is a backup pledge for the obligation; provided, however, if with respect to anv obligation contemplated in (b) or (c) above, such obligation shall not be considered "Debt" for purposes of this Loan Agreement unless the Borrorver has actuallv used Non-Ad Valorem Revenues to satisfy such obligation during the immediately preceding Fiscal Year or reasonably expects to use Non-Ad Valorem Revenues to satisfy such obligation in the current or immediately succeeding Fiscal Year. After an obligation is considered "Debt" as a result of the proviso set forth in the immediately preceding sentence, it shall continue to be considered "Debt" until the Borrower has not used any Non-Ad Valorem Revenues to satisfy such obligation for two conseotive Fiscal Years. "Default" means an event or condition the occurrence of which would, with the lapse of time or the giving of notice or both, become an E',,ent of Default. "Event of Default" shall have the meaning ascribed to such term in Section 8.01 of this Loan Agreement. "Fiscal Year" means the tiscal year of the Borrower 'Funds" means the funds created pursuant to Sechon 4.02 of the Indenture related to the Bonds "Govemmental Obligations" means (i) non-callable direct obligations of the United States of America ("Treasuries"), (ii) evidences of ownership of proportionate interests in future interest and principal payments on Treasuries held by a bank or trust company as custodian, FMLC (Citr- of Dania Beach Series) Loan Agreem€nt l under which the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor and the underlying Treasuries are not available to any Person claiming through the custodian or to rvhom the custodian mav be obligated, or (iii) any combination of the foregoing. "lndenture" means the Trust Indenture dated as of 1, 202,1, between the Council and the Trustee, including any indentures amendatory or supplemental thereto, pursuant to which (a) the Bonds are authorized to be issued, and (b) the Council's interest in the Trust Estate is pledged as security for the pal.rnent of the principal of, premium, if an1', and interest on the Bonds. "lnterest Payment Date" means April 1 and October 1 of each year, commencing April 1, 2025 "lnterest Period" means the semi-annual Period betrveen Interest Payment Dates "lnterlocal Act" means Chapter 763, PartI, Florida Statutes. "lnterlocal Agreement" means that certain Interlocal Agreement originallv dated as oi December 1, 1998, initially among the City of Stuart, Florida, the City of Rockledge, Florida, and the City of Deland, Florida, together with the additional govemmental entities who become members of the Council, all as amended and supplemented from time to time. "Loan" means the loan made to the Borrower from proceeds of the Bonds in order to (a) finance the Costs of the Project and (b) prepay the Refunded Note and therebv refinance the Costs of the Project, each in the amounts specified in Section 3.01 herein. "Loan Agreement" means this Loan Agreement and any amendments and suPplements hereto. "Loan Repavments" means the Payments of principal and interest and other Pavments payable bir the Borrower pursuant to the provisions of this Loan Agreement, including, without limitation, Additional Payments. "Loan Term" means the term provided for in Article IV of this Loan Agreement ["Moody's" means Moody's Investors Service, lnc., a corPoration organized and existing under the laws of the State of Delaware, its successors and assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agencl', "Moody's" shall be deemed to refer to anv other nationallv recognized securities rahng agencv designated by the Council, with the approval of the Bond Insurer, by notice to the Trustee.] 6 FMLC (Cilv of Dania B€ach S€ncs) "Net Non-Ad Valorem Revenues Available For Debt Service" means the Non-Ad Valorem Revenues minus Adjusted Essential Expenditures. "Non-Ad Valorem Revenues" means all revenues and taxes of the Borrower derived from any source whatsoever, other than ad valorem taxation on real and personal property, and which are legally, available to make the Loan Repayments. "Person" or "person" means an individual, a corporation, a partnership, an association, a trust, or any other entity or organization, including a govemment or political subdivision or an agencv or instrumentalitv thereof. "Principal Pay'ment Date" means the maturitv date or mandatory redemption date of any Boncl "Program Administrator" means the Florida League of Cities, Inc., a non-profit Florida corporation. "Project" means a govemmental undertaking approved bv the goveming bodl'of a Borrower for a public purpose, including the refinancing of any hdebtedness, rvhich shall include the Borrower's Project detailed on Exhibit A hereof. "Refunded Note" means the not to exceed $6,000,000 City of Dania Beach, Florida Capital Improvement Revenue Note, Series 2024. "Revenues" means all Loan Repayments paid to the Trustee for the accounts of the Borrower for deposit in the Series 2024C Principal Fund and Series 2024C Revenue Fund to pay principal of, premium, if any, and interest on the Bonds upon reclemption, at maturity, or to pay interest on the Bonds when due, and all receipts of the Trustee credited to the Borrower under the provisions of this Loan Agreement. ["S&P" means Standard & Poor's Clobal Ratings, a corporation organized and existing under the laws of the State of New Yor( its successors and assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perfbrm the functions of a securities rating agenc1,, "S&P" shall be deemed to refer to anv other nationally recognized securities rating agency designated by the Council, with the approval of the Bond Insurer, bv notice to the Trustee.l "Series 202{C Cost of Issuance Fund" means the fund bv that name established pursuant to Section 4.02 of the [ndenture related to the Bonds. FMLC (Cit_v- of Dania Bc.rirh Series) Loan Agreement 7 "Program" means the Council's program of making the Loan under the Act and pursuant to the Indenture. "Series 2024C Principal Fund" means the fund by that name established pursuant to Section ,1.02 of the Indenture related to the Bonds. "Series 2024C Project Loan Fund" means the fund by that name established pursuant to Section 1.02 of the Indenture related to the Bonds. ["Series 2024C Reserve Fund" means the fund by that name established Pursuant to Section 4.02 of the Indenture.l "Series 2024C Revenue Fund" means the fund bv that name established Pursuant to Section {.02 of the Indenture related to the Bonds. "State" means the State of Florida [ 'Su rety Bond Provider" means and any successors or assigns thereto or anl' Altemate Suretv Bond Provider.] "Trust Estate" means the property, rights, Revenues, and other assets pledged and assigned to the Trustee pursuant to the Granting Clauses of the Indenture. "Trustee" means The Bank of New York Mellon Trust ComPany, N.A., as trustee, or any successor thereto under the Indenture- SECTION 1.02. Uses of Phrases. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Unless the context shall otherwise indicate, the words "Bond," "Bondholder," "Owner," and "person" shall include the plural as well as the singular number, and the word "person" shall include corporations and associations, including public bodies, as well as persons. All references herein to specific Sections of the Code refer to such Sections of the Code and all successor or replacement provisions thereto. IRemainder of page intentionalJl' )eft blank] FMLC (City of Dania Beach S€ries) Loan Agrccment il I ["Surety Bond" means the Municipal Bond Debt Service Reserve Insurance Policy No. as amended, modified, and supplemented from time to time, issued by the Surety Bond Provider guaranteeing certain payments into the respective reserve funds lvith respect to the Bonds and any other series of the Council's bonds, as provided therein, or any Altemate Surety Bond.l ARTICLE II REPRESENTATIONS, WARRANTIES, AND COVENANTS OF BORROWER AND COUNCIL SECTION 2.01. Representations. Warranties, and Covenants. The Borrower represents, warrants, and covenants on the date hereof for the benefit of the Council, the Trustee, the Borrower, Ithe Bond Insurer,] and Bondholders, as applicable, as follon,s: (.r) Organizatitrn and Autht-,ritr. The Borrurr.'r: (1) is a duly organized and r.alidly existing municipality of the State and is a dulv organized and validll' existing Borrower; and (2) has all requisite power and authority to own and operate its properties, to finance the Costs of the Project, to refinance and prepay the Refunded Note, to covenant to budget and appropriate the Non-Ad Valorem Revenues, and to carrv on its activities as norv conducted and as presently proposed to be conducted. (b)Full Disclosure. There is no fact that the Borrower knorys of which has not been specifically disclosed in n,riting to the Council [and the Bond Insurer,] that materially and adversely affects or, except for pending or proposed legislation or regulations that are a matter of general public information affecting the State municipalities generally, that will materiallv affect adverselv the properties, activities, prospects, or condition (financial or othenvise) of the Borrou'er or the ability of the Borrower to perform its obligations under this Loan Agreement. The audited financial statements, including, but not limited kr the audited financial statements for the Borron'er's Fiscal Year ended September 30,2023, balance sheets, and anv other written statement fumished by the Borrower to the Council[, the Bond lnsurer,] and as underrvriter of the Bonds (the "Underrvriter") were prepared in accordance rvith Cenerally Accepted Accounting Principles ("GAAP") and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein or herein not misleading. There is no fact known to the Borrower which the Borrower has not disclosed to the Council[, the Bond Insurer,] and the Underwriter in writing which materiallv aff'ects adverselv or is likell, to materially affect adversely the financial condition of the Borrorver, or its ability to make the payments under this Loan Agreement rvhen and as the same become due and payable. (c) Pendins Litication. There are no proceeJines oendine. or to the knowledre of the Borrorver threatened, against or affecting the Borrower, except as specifically described in writing to the Council[, the Bond Insurer,] and the Undenvriter in anv court or before anv gor.ernmental authority or arbitration board or tribunal that, if adversely determined, r,r,ould materially and adversely affect the properties, prospects, or condition (financial or otherwise) of FMLC (Citv ot Dania B€ach Series) Loan Agreement I the Borrou,er, or the existence or powers or ability of the Borrower to enter into and perform its obligations under this Loan Agreement. (.1)Borrou.inq Legal and Authorized. The execution and delive ry of this Loan Agreement and the consummation of the transactions provided for in this Loan Agreement and compliance by the Borrower w,ith the provisions of this Loan Agreement: (1) are within the powers of the Borrower and have been duly and effectively authorized by all necessary action on the part of the Borrower; and (2) do not and will not (i) conflict rvith or result in any material breach of anv of the terms, conditions, or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge, or encumbrance upon any ProPerty or assets of the Borrower pursuant to any indenture, loan agreement, or other agreement or instrument (other than this Loan Agreement) or restriction to which the Borrower is a party or by which the Borrower, its properties, or operations are bound as of the date of this Loan Agreement, or (ii) with the giving of notice or the passage of time or both, constitute a breach or default or so result in the creation or imposition of anv lien, charge, or encumbrance, which breach, default, lien, charge, or encumbrance (described in (i)or (ii)) could materially and adversely affect the validity or the enforceability of this Loan Agreement or the Borrower's ability to perform fully its obligations under this Loan Agreement; nor does such action result in anv violation of the provisions of the Act, or anv laws, ordinances, govemmental rules or regulations, or court orders to lvhich the Borrower, its properties, or operations may be bound. (e)No Defaults. No event has occurred and no condition exists that constitutes an Event of Default, or which, upon the execution and delivery of this Loan Agreement and/or the passage of time or giving of notice or bot[ would constitute an Event of Default. The Borrower is not in violation in any material respect, and has not received notice of any claimed violahon (except such violations as (i) heretofore have been specifically disclosed in rvriting to, and have been in rvriting specifically consented to by the Council [and the Bond lnsurer,] and (ii) do not, and shall not, have any material adverse effect on the transactions herein contemplated and the compliance by the Borrower with the terms hereof), of any terms of any agreement or other instrument to which it is a party or by which it, its properties, or operations may be bound, rvhich may materially adverselv affect the ability of the Borrower to perform hereunder. (0 Governmental Consent- The Borrorver has obtaine d, or will obtain, all permits, approvals, and findings of non-reviewability required as of the date hereof by anv govemmental body or officer for the acquisition, construction, installation, and/or equipping of the Project, including but not limited to, construction and renovation work necessary for such acquisition, construction, renovation, installation, and/or equipping, the financing or refinancing thereof, or the reimbursement of the Borrower therefor, or the use of the Project; the Borrorver has complied with or will comply with all applicable provisions of larv requiring anv FMLC icity of Dinia B€ach Series) 10 notification, declarahon, iiling, or registration rvith any agency or other govemmental body or officer in connection rvith the acquisition, construction, and/or equipping of the Project, including, but not limited to, construction and renovation work necessary for such acquisition, construction, renovation, installation, and/or equipping, financing or refinancing thereof, or reimbursement of the Borrower therefor. Any such action, acquisition, construction, renovation, installation, equipping, financing, refinancing, or reimbursement contemplated in this Loan Agreement is consistent with, and does not violate or cont-lict with, the terms of any, such agencv or other govemmental consent, order, or other action which is applicable thereto. No further consent, approval, or authorization of, or filing, regiskation or qualification rvith, any governmental authority is required on the part of the Borrower as a condition to the execution and deliverv of this Loan Agreement, or to amounts becominfJ outstanding hereunder. (s)Compliance rvith Lan,. The Borrorver is in com pliance rl,ith alI laws, ordinances, and govemmental rules and regulations to which it is subjec! and rvhich are material to its properties, operations, finances, or status as a municipal corporation. (h)Use of Proceeds (1)Nen, Construclion Portion of the Proiect. (i) The Borrower deems it necessary, desirable, and in the best financial interest of the Borrower to finance the acquisition, construction, and/or equipping of the nerv construction portion of the Project. The financing of such porhon of the Project in the manner herein provided is herebv authorized. The Borrower rvill appl1. a portion of the proceeds of the Loan from the Council for the financing of the Costs of the Project as set fnrth in Exhibit A herekr Simultaneously with the closing of the Loan, a portion of the proceeds of the Loan will, at the Borrower's request and instruction as provided in Section 3.04 hereof, be transferred by the Underrvriter directlv to the Trustee for deposit by the Trustee into the Series 2024C Project Loan Fund established pursuant to the Indenture. On the Closing Date, the Borroner w,ill provide the Trustee with the Closing Memorandum and thereafter, a requisition in the form of the requisition attached hereto as Exhibit E for the expenditure of the amounts of the Loan in the Series 202-lC Project Loan Fund. If any component of the Project listed in Exhibit { is not paid for out of the proceeds of the Loan at the Closing of the Loan, Borrower shall, as quickly as reasonably possible, with due diligence, and in any event prior to 2077, rse the remainder of the proceeds of the Loan Iisted in Exhibit A and anv investment earnins> thereon [o oav Lhe Costs trf the Project, provided that, such time limit may be extended by the u,ritten consent of the Council with notice to the Trustee. The Borrow.er mav amend Exhibit A to provide for the financing of different or additional Projects if the Borrower, after the date hereof, deems it to not be in the interest of the Borrower to acquire or construct any item of the Project or the Costs of the Proiect prove to be less than FVLC (Citr ('i Danh Beach Serie\) 1.1 the amounts listed on Exhibit A and the investment eamings thereon, without the consent of the Council or the Trustee @ut with notice thereto); provided, however, the Borrower must obtain an opinion of Bond Counsel to the effect that such an amendment and the completion of the revised Project *,ill not adverselv affect the validity or tax-exempt status of the Bonds regarding the amended Exhibit A. (ii) Costs of the Project which may be financed include, but are not limited to, all reasonable or necessary direct or indirect costs of or incidental to the acquisitiory construction, renovation, installation, or equipping of the Project, including operational expenses during the construction period which would qualify for capitalization under GAAP, the incidental costs of placing the same in use, and financing expenses (including costs of issuance, the application or origination fees, if any, of the Council, [premium and fees paid to the Bond Insurer,] and the Borrower's Counsel fees). Costs of the Project shall not include operating expenses. (i) The Borror.r'er has heretofore issued and has presently outstanding and unpaid the Refunded Note. The Borrower deems it necessary, desirable, and in the best financial interest of the Borrower that the Refunded Note be prepaid in order to provide for the long-term permanent financing for the Proiects as set forth in Exhibit A hereto. The refinancing and PrePavment of the Refunded Note in the manner herein provided is herebl' authorized. (ii) The Borrower will apply a Portion of the proceeds of the Loan from the Council for the refinancing of the Refunded Note and therebv refinance the Projects as set forth in Exhibit A hereto. Simultaneously with the closing of the Loan, a suificient portion of the proceeds of the Loan will, at the Borrorver's request and instruction as provided in Section 3.0.1 hereof and in the Closing Memorandum, be transferred by the Underr.vriter directly to the holder of the Refunded Note to effectuate the prepayment of the principal of, premium, if any, and interest on the Refunded Note. (3) The Borrower understands that the actual Loan proceeds received by it are less than the sum of the face amount of the Loan Agreement plus the reoffering premium and less any discount in an amount eclual to a discount as described in Section 3.01 hereof. The Borrower will accordingly be responsible for repaying, through the Basic Payments portion of its Loan Repayments, the portion of the Bonds issued to fund its Loan including the portion issued to fund the underwriting discount, net original issue premium, and other fees and costs of issuing the Bonds. FMLC (Cat_v" of Dama Beach S€n€s) l2 (2) Refunding Portion of the Project. (1) The Borrower covenants that it will make no use of the proceeds of the Bonds rvhich are in its control at anv time during the term of the Bonds rvhich rvould cause such Bonds to be "Arbitrage Bonds" u.ithin the meaning of Section 148 of the Code. (5) The Borror.r,er, by the Trustee's acceptance of the Indenture, covenants that the Borrorver shall neither take anv action nor fail to take anv action or to the extent that it may do so, permit any other party to take any action rvhich, if either taken or not taken, would adversely affect the exclusion from gross income for Federal income tax purposes of interest on the Bonds. (i) proceeds Pro ect All items constituting the Project are permitted to be financed rvith the of the Bonds and the Loan pursuant to the Act (i) Compliance with Interlocal Act and Interlocal Agreement. The Council herebv covcnants and represents that all agreements and transactions provided for herein or contemplated herebv are in full compliance rvith the terms of the Interlocal Agreement and the lnterlocal Act. SECTION 2.02. Covenants of Borrower. The Borro*,er makes the following covenants and representations as of the date first above rvritten and such covenants shall continue in full force and effect during the Loan Term: (a)for Loan R ent. Sub iect to the provisions of Section 2.02(k) hereof, the Borrow,er covenants and agrees to appropriate in its annual budget, by amendment, if required, and to pav rvhen due under this Loan Agreement as promptl), as money becomes available directly to the Trustee for deposit directly into the appropriate Fund established in the Indenture, amounts of Non-Ad Valorem Revenues of the Borrower sufficient to satisfy the Loan Repayment as required under this Loan Agreement. Such covenant is subject in all respects to the payment of obligations secured by a pledge of such Non-Ad Valorem Revenues heretofore or hereafter entered into. Such covenant and agreement on the part of the Borrower to budget and appropriate such amounts of Non-Ad Valorem Revenues shall be cumulative and shall continue until such Non-Ad Valorem Revenues or other legally available tunds in amounts sufficient to make all required Loan Repayments, including delinquent Loan Repayments, shall have been budgeted, appropriated, and actually paid to the Trustee for deposit into th€. appropriate Fund. The Borrorver further ackror,r,ledges and agrees that the Indenture shall be deemed to be entered into for the benefit of the Holders of any of the Bonds and that the obligations of the Borrower to include the amount of any deficiency in Loan Repayments in each of its annual budgets and kr pay such deficiencies from Non-Ad Valorem Revenues may be enforced in a court of competent jurisdiction in accordance with the remedies set forth herern and in the Indenture. Notwithstanding the foregoing or any provision of this Loan Agreement to the contrary, the Borrower does not covenant to maintaln any services or programs no!\, fMLC (Citv of Dania Berch Series) Loan Atreement 13 maintained by the Borrower which generate Non-Ad Valorem Revenues or to maintain the charges it presently collects for any such sen ices or programs. (b) Delil'erv of Information to the Council [and the Bond lnsurer]. The Borrou'er shall deliver to the Council [and the Bond Insurer] as soon as available and in any event rvithin 270 days after the end of each Fiscal Year an audited statement of its financial position as of the end of such Fiscal Year and the related statements of revenues and expenses, fund balances, and changes in fund balances for such Fiscal Year, all reported by an independent certified public accountant, whose report shall state that such audited financial statements present fairlv Borrorver's financial position as of the end of such Fiscal Year and the results of operations and changes in financial position for such Fiscal Year- (c) [Provide Financial Information to the Bond lnsurer. The Borrower's chief finance officer shall, at the reasonable request of the Bond Insurer, discuss Borrower's financial matters with the Bond Insurer or their designee and provide the Bond lnsurer with copies of any documents reasonablv requested by the Bond lnsurer or its designee unless such documents or material are protected or privileged from disclosure under applicable State larv.] (d) [Reserved] (e)Anti-Dilution Test (1) During such time as the Loan is outstanding hereunder, as a condition to the Borrorver issuing any additional Debt, the Borrorver shall certifv to the Council that the average annual Net Non-Ad Valorem Revenues Available For Debt Service for the two prior Fiscal Years equals at least 150o1, of the maximum annual debt service on all Debt, including the maximum annual debt service on the Debt proposed to be issued. The calculations required by this section shall be determined using the average of actual receipts for the prior trvo fiscal years based on the most recent available audited financial statements of the Borrolver. (2) For purposes of the covenants contained in this Section 2.02(e), maximum annual debt service on the Debt means, (i) with resPect to the Debt that bears interest at a fixed interest rate, the actual maximum annual debt service, and, with resPect b the Debt rvhich bears interest at a variable interest rate, maximum annual debt service on such Debt shall be determined assuming that interest accrues on such Debt at the current "Bond Buyer Rerenue Bontl Inder" as published inThlBottd BuVT no more than tu'o weeks prior to any such calculation; provided, however, if any Debt, rvhether bearing interest at a fixed or variable interest rate, constitutes Balloon Indebtedness, maximum annual debt service on such Debt shall be determined assuming such Debt is amortized over 25 vears on an approximately level debt service basis, and (ii) with respect to Debt that is a revolving line of credit, the maximum annual debt service for such indebtedness shall be deemed to be fully drau'n and amortized over a five-1'ear FMLC (Citr- of Dinlr Bc.rch S€ries) l-l period, assuming level debt service based on the fixed interest rate on such loan or the assumptions for variable rate indebtedness. (3) For purposes of the covenants contained in this Section 2.02(e), if the Debt is also payable from additional revenues that are not legally available to pav debt service on the Loan, the maximum annual debt service on such Debt shall be discounted by the amount that will be covered by such additional revenues. (1) In the event additional Debt is issued for the purpose of refunding any Debt then outstandin& the conditions of this Section 2.02(e) shall not apply, provided that the issuance of such additional Debt shall not result in an increase of the debt service on the applicable Debt in anv Fiscal Year ending on or before the maturitv date of the Bonds. (5) Notwithstanding anything herein to the contrary, the provisions of this Section 2.02(e) may be amended, supplemented, or waived from time to hme only r,r,.ith the written consent of the Council, the Borrou,er, and the Bond Insurer. (0 Further Assurance. The Borrorver shall execute and deliver to the Trustee all such documents and instruments and do all such other acts and things as may be reasonably necessary to enable the Trustee to exercise and en(orce its rights under this Loan Agreement and to realize thereon, and record and file and re-record and re-file all such documents and instruments, at such time or times, in such manner and at such place or places, all as mav be reasonablv necessarv or required bv the Trustee to validate, presen'e, and protect the position of the Trustee under this Loan Agreement. (e)Kee I l-l of liec lt of Account. The Borrorver shall kee p or cause to be kept proper records and books of account, in which correct and complete entries will be made in accordance with generally accepted accounhng principles, consistentlv applied (except for changes concurred in by the Borrorver's independent auditors) ref'lecting all of its financial transactions. (h) Pa],ment of Taxes, Etc. The Borrower shall pay all legally contracted obligations rvhen due and shall pay all taxes, assessments, and govemmental charges or levies imposed upon it or upon its income or profits, or upon anv properties belonging to it, prior to the date on which penalties attach thereto, and all lawful claims, r.vhich, if unpaid, might become a lien or charge upon any of its properties, provided that it shall not be required to pay anv such tax, assessment, charge, levy, or claim which is being contested in good faith and by appropriate proceedings, which shall operate to stay the enforcement thereof. (i)Com liance with Law The Borrower shall comply with the requirements of all applicable laws, the terms of all grants, rules, regulations, and larvful orders of any governmental authority, non-compliance with which would, singularly or in the aggregate, FMLC (Citv of Dania Beach Series) 15 materially adversely affect its business, properties, eamings, prospects, or credit, unless the same shall be contested by it in good faith and by appropriate proceedings which shall operate to stay the enlorcement thereof. (i)Tax-exempt Status of Bonds. The Council and the Borrolver understand that it is the intention hereof that the interest on the Bonds be excludable from the gross income of the Holders thereof for federal income tax purposes. In furtherance thereot the Borrower and the Council each agree that they will take all action within thelr control which is necessary in order for the interest on the Bonds or this Loan to remain excludable from gross income for federal income taxation purposes and shall refrain from taking any action i,r'hich results in such interest becoming included in gross income. The Borrower and the Council further covenant that, to the extent they have control over the proceeds of the Bonds, they will not take any action or fail to take any action with resPect to the investment of the proceeds of any Bonds, rvith respect to the Payments derived from the Bonds or hereunder or u'ith respect to the issuance of other Council obligations, rvhich action or failure to act may cause the Bonds to be "arbitrage bonds" within the meaning of such term as used in Section 1{8 of the Code and the regulations promulgated thereunder. ln furtherance of the covenant contained in the preceding sentence, the Borrower and the Council agree to comply with the Tax Certificate as to Arbitrage (the "Tax Certificate") and the provisions of Section 141 through 150 of the Intemal Revenue Code of 1986, as amended, including the letter of instruction attached as an Exhibit to the Tax Certificate, delivered by Bond Counsel to the Borrou,er and the Coulcil simultaneously rvith the issuance of the Bonds, as such letter mav be amended from time to time, as a source of guidelines for achieving compliance rvith the Code. The covenants of the Council and the Borrower contained in this subsection shall survive the termination of this Loan Agreement. (k)Iniorma RcDorts The Borrower covenants to provide the Council with all materials and information it possesses or has the ability to possess, which is necessary to enable the Council to file all reports required under Section 149(e) of the Code to assure that interest paid by the Council on the Bonds shall, for Purposes of the federal income tax, be excluded from gross income. (1) An-vthing in this Loan Agreement to the contrary notwithstandinS, it is understood and agreed that all obligations of the Borrower hereunder shall be payable only from Non-Ad Valorem Revenues budgeted and appropriated as provided for hereunder and nothing herein shall be deemed to pledge ad valorem taxation revenues or to permit or conshtute a mortgage or lien upon anv assets or ProPerty owned by the Borrolver and no Bondholder or anv other person, including the Council[, the Bond Insurer,] or the Trustee, may compel the levv of ad valorem taxes on real or personal 16 (l) LimitedObligations. FMLC (City of Dnnh Beach S€nes) property within the boundaries of the Borrower. The obligations hereunder do not constitute an indebtedness of the Borrorver r^,ithin the meaning of any constitutional, statutorv, or charter provision or limitation, and neither the Trustee, the Council, the Bondholders, [the Bond lnsurer,] nor any other person shall have the right to compel the exercise of the ad valorem taxing power of the Borron'er or taxation of any real or personal property therein for the payment by the Borrower of its obligations hereunder. Except to the extent expresslv set forth in this Loan Agreement, this Loan Agreement and the obligations of the Borrorver hereunder shall not be construed as a limitation on the ability of the Borrower to pledge or covenant to pledge the Non-Ad Valorem Revenues or any revenues or taxes of the Borrorver for other legally permissible purposes. Notwithstanding any provisions of this Loan Agreement, the Indenture or the Bonds to the contrary, the Borron,er shall never be obligated to maintain or continue any oi the activities of the Borrorver rvhich generate user service charges, regulatory fees, or anv Non-Ad Valorem Revenues or the rates for such services or regulatorv fees. Neither this Loan Agreement nor the obligations of the Borrower hereunder shall be construed as a pledge of or a lien on all or any legally available Non-Ad Valorem Revenues of the Borrolver, but shall be payable solely as provided in Section 2.02(a) hereof and is subject in all respects to the provisions of Section 166.2.11, Florida Statutes, and is subject, further, to the payment of services and programs which are for essential public purposes affecting the health, welfare, and safety of the inhabitants of the Borrolver. The Council and the Borrower mutually agree and understand that the amounts available to be budgeted and appropriated to make Loan Repayments hereunder are subject to the obligation of the Borrower to provide essential sert.ices; horver.er, such obligation is cumulative and would carrv over from Fiscal Year to Fiscal Year. (2) It is the intent of the parties hereto and they do hereby covenant and agree, that the Iiability of the Borrower hereunder is a several tiability of the Borrower expressly limited to the Loan Repayments, and the Borron'er shall have no joint tiability rvith the Council for any of their respecfive liabilities, except to the extent expressly provided herein. (1) The Borrorver will file or cause to be filed with the Council [and the Bond Insurer] any official statement issued by, or on behalf of, the Borrower in connection with the incurrence of arr1, additional indebtedness by the Borrower secured by Non-Ad Valorem Revenues. Such official statements shall be filed within 60 days after the publication thereof. (2) The Borrorver agrees to provide to the Council [and the Bond Insurer], not later than December 31st of each year, a certificate of its Chief Financial Officer or Finance Director stating that to the best of its knowledge the Borrolver is in compliance FMLC (Citv of Dania B€ach Series) Loan Atreement 77 (m) ReportinsReouircments. with the terms and conditions of this Loan Agreement, or, specifying the nature of any noncompliance and the remedial action taken or proposed to be taken to cure such noncompliance. Such indemnitl' shall not be restricted in anv rvav by any limitation on the amount or tvpe of damap;es, compensatiory or benefits payable under anv workers' comPensahon acts, disability benefit acts, or other emplovee benefits acts or an)' other similar laws but shall be limited by State larv relating to the ability of govemmental units to indemnify parties for the actions of such govemmental units, including but not limited to Section 768.2E, Florida Statutes. An indemnified person shall promptly notify the Borrower in n'riting of any claim or action brought against it, in respect of which indemnity may be sought against the Borrower, setting forth, to the extent reasonably practicable under the circumstances, the particulars of such claim or action, and the Borrorver will promptly assume the defense thereof rvith its in- house counsel or, at its electiory the emplovment of competent outside counsel reasonablv satisfactory to such indemnified person and the payment of all expenses. An indemnified person may employ separate counsel with resPect to any such claim or action and participate in the defense thereof, but, except as provided herein, the fees and expenses of such separate counsel shall not be payable by the Borrower unless such emplovment has been specifically authorizecl by the Borrower, which such authorization shall not be unreasonably withheld, or unless such employment was occasioned bv conflicts of interest bet\\.een and amon€; indemnified persons and/or the Borrorver. If the Borrower shall fail to assume the defense of any action as required hereunder, or, within a reasonable time after FMLC (City ot Danin Bcnch &,ries) IE (n) lndemnitv. To the full extent permitted under the laws of the State, the Borrower will pay, and will protect, indemnify, save, and hold harmless, the Council, the Trustee, each member, officer, commissioner, employee, and agent of any of the Council, the Trustee, and each other person, if anv, lvho has the power, directly or indirectly, to direct or cause the direction of the management and policies of the Council, harmless from and against, any and all liabilities, losses, damaS;es, costs, and expenses (including reasonable attorneys'fees, costs, and expenses), suits, claims and judgments of whatsoever kind and nature (including those in anv manner directly or indirectly arising or resulting from, out of, or in connection with, any injurl' to, or death of, an,v person or any damage to proPerty resulhng from the use or operation of the Project) in anv manner arising out of or in connection with the acceptance or administration of the trusts established pursuant to the Indenture or the action or failure to act of the Borrower, its successors and assigns, or the agents, contractors. employees, licensees, or otherlvise of the Borroryer or its successors and assigns in connection rvith, the Project financed and refinanced with the proceeds of the Loan, or the breach or violation of any agreement, covenant, representation, or warrantv of the Borrower set forth in this Loan Agreement or anv document delivered pursuant hereto or thereto or in connection herewith or therewith. Such indemnification shall not apply to any actions caused by the gross negligence or willful misconduct of the partv seeking such indemnification. commencement of such action, to retain outside counsel, if it so elects or if it becomes necessary due to conflict, reasonably satisfactory to the indemnified person, the fees, costs, and expenses oI counsel to such indemni{ied person hereunder shall be paid by the Borrower. The provisions of this Section 2.02(n) shall survive the termination of this Loan Agreement or the sooner resignation or removal of the Trustee and shall inure to the benefit of the Trustee's successors and permitted assigns. IRemainder of page intentionalll' left blank] FMLC (City of Danin Beach Series) Loan Agreemont 79 ARTICLE III THE LOAN SECTION 3.01. The Loan. The Council herebv agrees to loan to the Borrower and the Borrower herebv agrees to borrow from the Council the principal amount of rvhich after Iadding][subtracting] the [net] [bond premium][original issue discount] of results in $_ of Loan proceeds. This amount includes an amount equal to which reflects the Borrower's costs of issuance[, the premiums for the Bond 5 $ lnsurance Policy and the Suret_v Bond,] and the Underwriter's discount. The amounts advanced to the Borrower net of the costs of issuance, [the premiums for the Bond Insurance Poliry and the Surety Bond,] and the Underwriter's discount are to be used by the Borrower for the purposes of financing and refinancing the Costs of the Project. SECTION 3.03. Portion of Loan for Purpose of Refunding. The Borron'er acknowledges that the Council, pursuant to the Borrower's request ancl instruction, is applying a portion of the proceeds of the Loan in the amount of $as set forth and as directed b1' the terms of the Closing Memorandum, to refinance and prepay the Refunded Note. The Borrorver covenants that it n'ill direct no other use of such portion of the Loan proceeds and agrees to the disbursement of the Loan proceeds in such manner. SECTION 3.04. Portion of Loan for Purpose of Financing the Proiect. The Borrower acknowledges that the Council, pursuant to the Borrower's request ancl instruction, is depositing a portion the proceeds of the Loan in the amount of $- into the Series 202,1C Project Loan Fund in order to finance the acquisition, construction, renovation, installation, and/or equipping of the new construction portion of the Proiect and $- into the Series 2024C Cost of Issuance Fund in order to pay costs of issuing the Loan and the Bonds, each as set forth and as directed b1' the terms of the Indenture. The Borrorver understands the amount of $- is being withheld by the Undern'riter [and the amounts ofS and S are being transmitted directly bv the Underwriter to the Bond Insurer and the Suretv Bond Provider, respectively.] On the Closing Date, the Borro*'er will provide the Trustee lvith the Closing Memorandum and thereafter, a requisition in substantially the form of the requisition attached hereto as Exhibit E for the expenditure of the amounts of the Loan in the Series 2024C Project Loan Fund. IRemainder of page intentionally left blank] FMLC (City of Dania Beach Series) Loan ASreement 20 SECTION 3.02. Evidence of Loan. The Borrower's obligation hereunder to rePay amounts advanced pursuant to Section 3.01, together with interest thereon, and other Pavments required under this Loan Agreement, shall be evidenced by this Loan Agreement. ARTICLE IV LOAN TERM AND LOAN CLOSING REQUIREMENTS SECTION 4.01. Commencement of Loan Term. The Borrower's obligations under this Loan Agreement shall commence on the date hereof unless otherwise provided in this Loan Agreement. SECTION 4.02. Termination of Loan Term. The Borrower's obligations under this Loan Agreement shall terminate after payment in full of all amounts due under this Loan Agreement and all amounts not theretofore paid shall be due and payable at the times and in the amounts set iorth in Exhibit D attached hereto; provided, horle,,,er, that all covenants and all obligations pror.ided hereunder specified to so survive (including the obligation of the Borrorver to pav the rebate obligations of the Council owed on the Bonds and agreed to by the Borrorver pursuant to Section 5.03(b)(vii) hereol [and any amounts owed to the Bond Insurer]) shall survive the termination of this Loan Agreement and the payment in fult of principal and interest hereunder. Upon termination of the Loan Term as provided above, the Council and the Trustee shall deliver, or cause to be delivered, to the Borron'er an acknorvledgment thereof. SECTION 4.03. Loan Closing Submissions. Concurrentll' with the execution and delivery of this Loan Agreement, the Council or the Borrorver are providing to the Trustee the following documents each dated the date of such execuhon and delivery, except all opinions and certificates shall be dated the date of Closing: (a) A certified copy of the resolution of the Borrower substantially in the form of Exhibit B attached hereto authorizing the Loan and this Loan Agreement; (b) An opinion of the Borrower's Counsel substantiallv in the form of Exhibit C attached hereto to the effect that the Loan Agreement is a valid and binding obligation of the Borror"",er and opining to such other matters as may be reasonably required by Bond Counsel[, Counsel to the Bond Insurer,] and underwriter's Counsel and acceptable to Borrower's Counsel; (c) A certificate of the officials of the Borrower to the effect that the representations and rvarranties of the Borrower are true and corect; (d) A certificate signed by the Authorized Representative of the Borrorver, in iorm and substance satisfactorv to Bond Counsel, stating (i) the estimated dates and the amounts of projected expenditures for the Project, and (ii) that it is reasonably anticipated bv the Borrorver that the Loan proceeds will be fully advanced therefor and expended by the Borrower prior to 2027, and that the proiected expenditures are based on the reasonable expectations of the Borrower having due regard for its capital needs and the revenues available for the repavment thereof. FMLC (City of DnniJ B€.rch Series) Loan Agreement 27 (e) This executed Loan Agreement; (0 [Reserved;] (h) An opinion of Bond Counsel (addressed to the Council, the Trustee, the Underwriter, [the Bond Insurer,] and the Borrower) to the effect that the financing and refinancing from the proceeds of the Loan pursuant to this Loan Agreement is permitted under the Act, the Indenture and the resolution of the Borrower, and will not, in and of itseli cause the interest on the Bonds to be included in gross income for federal income tax purposes, or adversely aft'ect the validitv, due authorization for, or legality of the Bonds; (i) An opinion of Council's Counsel (addressed to the Council, the Trustee, [the Bond lnsurer,] the Underwriter, and the Borrorver) to the effect that the Loan Agreement and Indenture are valid and binding obligations of the Council and opining to such other matters as may be reasonably required by Bond Counsel [, Counsel to the Bond Insurer,] underwriter's Counsel, and Borrower's Counsel and acceptable to Council's Counsel; (i) An opinion of Disclosure Counsel (addressed to the Council, the Underwriter, and the Borrower) to the effect that based upon their participation in the preparation of the official statement, but without having undertaken to determine independently the acotrary, completeness, or faimess of the statements contained therein, they have no reason to believe that the official statement contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under rvhich they rvere made, not misleading; and (k) Such other certificates, documents, opinions, and information as the Council, the Borrower, the Trustee, [the Bond Insurer,], Bond Counsel, Disclosure Counsel, Council's Counsel, or Borrower's Counsel may require, such requirement to be evidenced (in the case of parties other than the Trustee) by written notice of such party to the Trustee of such recluirement. FMLC {Citv of Dania Beactl S€ries) 2) (S) A standard opinion of Bond Counsel (addressed to the Council, the Trustee, the Underwriter, [the Bond Insurer,] and the Borrower) to the effect that (i) the resolution of the Council constitutes a valid and binding obligation of the Council enforceable against the Council in accordance with its terms; (ii) the Indenture has been duly executed by the Council and, assuming due authorization, execution and delivery by the Trustee, constitutes a valid and binding obligation of the Council enforceable upon the Council in accordance with its terms; (iii) the Bonds have been dull' authorized, executed, and delivered by the Council and are valid and special obligations of the Council enforceable in accordance lvith their terms, pa1'able solelv from the sources provided therefor in the Indenture; and (ir') the interest on the Bonds is excludable from gross income for federal income tax purposes; ARTICLE V LOAN REPAYN,{ENTS SECTION 5.01. Payment of Basic Payments. The Borrorver shall pay to the order of the Council all Loan Repal'ments in lawtul monev of the United States of America to the Trustee. No such Loan Repavment shall be in an amount such that interest on the Loan is in excess of the maximum rate alloned by the laws of the State of Florida or of the United States of America. The Loan shall be repaid in Basic Payments, consisting of: (a) principal in the amounts and on the dates set forth in Exhibit D plus (b) Exhibit D. interest calculated at the rates, in the amounts and on the dates set forth in On or before the 10th day of the month immediately preceding each Principal Payment Date and Interest Payment Date, the Trustee shall give Borrower notice in writing of the total amount of the next Basic Payment due. The Basic Payments shall be due on each March 20th and September 20th, or if such day is not a Business Day, the next preceding Business Da1., commencing March 20, 2025 and extending through September 20, 20, unless the Loan is prepaid pursuant to terms of Section 5.07 hereof. [SECTION 5.02. Payment of Surety Bond Costs; Funding of Reserve Fund. The Borrower recognizes that the Surety Bond Provider has provided to the Council the Surety Bond for deposit to the Series 202,1C Reserve Fund in lieu of a cash payment or deposit by the Borrower. The Suretv Bond shall secure and satisfy the Reserve Requirement (as defined in the Indenture) and an1, other reserve requirement of bonds as listed therein. The Trustee, on behalf of the Borrorver, or anv other borrorvers whose loans rvere funded with proceeds of a bond issue Iisted therein, mav draw on the Surety Bond in an amount equal to or less than the limit of the Surety Bond, all in accordance with Section i1.08 of the Indenture. The Borrower hereby agrees to pay to the Trustee an amount equal to the amount drawn by the Trustee, on behalf of the Borrower, on the Surety Bond as set forth in subsection (c) of Section 5.03 hereof. Such Surety Bond mav be replaced bv an Altemate Surety Bond issued with respect to funding the reserve fund of subsequent bonds issued by the Council lvhose resen,e tund shall be on a parity rvith the Bonds, all in accordance ivith Section.l.08 of the Indenture.l SECTION 5.03. Payment of Additional Payments. In addition to Basic Pavments, the Borrower agrees to pay on demand of the Council or the Trustee, the follou,inli Additional Payments: (a) (i) the annual fees or expenses of the Council, if anr., including the fees of any provider of arbitrage rebate calculations; [the premium of the Bond lnsurance Policv and any related fees in connection with the Bond Insurance Policy (to the extent not prer.iouslv paid FMLC (City of Dani.r Bench Series) Loan Alfeement from the Series 202-lC Cost of Issuance Fund); the premium of the Surety Bond and anv related fees in connection with the Surety Bond (to the extent not previouslv paid from the Series 2024C Cost of Issuance Fund), the fees of the Program Administrator; the fees of the rating agencies (to the extent not previously paid from the Series 2024C Cost of lssuance Fund); and (ii) the costs and fees related to the Bonds, including the annual fees of the Trustee and the annual fees of the Registrar and Paying Agent. (b) All reasonable fees and expenses of the Council or Trustee relating to this Loan Agreement, including, but not limited to: (i) the cost of reproducing this Loan Agreement; (ii) the reasonable fees and disbursements of Counsel utilized by the Council[, the Bond Insurer, the Surety Bond Provider,] and the Trustee, in connection u'ith the Loan, this Loan Agreement, and the enforcement thereof; (iii) reasonable extraordinary fees and expenses of the Trustee and the Council following an Event of Default hereunder; (v) all taxes (including any recording, documentary stamP taxes, intangible taxes, and filing fees) in connection with the execution and delivery of this Loan Agreement and the pledge and assignment of the Council's right, title, and interest in and to the Loan and the Loan Agreement, pursuant to the Indenture (and with the exceptions noted therein), and all expenses, including reasonable attomeys' fees, costs and expenses, relating to any amendments, waivers, consents, or collection or enforcement proceedings pursuant to the provisions hereof; ("i) [all reasonable fees and expenses of the Bond Insurer and the Surety Bond Provider relating directly to the Loan;l (vii) any amounts owed to the United States of America as rebate obligations on the Bonds related to the Loan, which obligation shall survive the termination of this Loan Agreement; (viii) fees and costs of maintaining a rating on the l-oan; and (ix) (1) any and all losses, damages, expenses (including reasonable legal and other fees and expenses), liabilities, or claims (or actions in respect thereof), to which the FMLC (Cit\ of Dania B€ach Series) Loan Agreement 2+ (ir1 all other reasonable out-of-pocket expenses of the Trustee[, the Bond Insurer, the Suretl.Bond Provider,] and the Council in connection with the Loan, this Loan Agreement and the enforcement thereof, including, but not limited to, all fees and expenses related to the prepayment and defeasance of the Loan and the Bonds; (c) [For repayment of the Surety Bond held by the Trustee an amount equal to any amount drawn by the Trustee, on behalf of the Borrower, from the Surety Bond due to the Borrower's failure to pay its Basic Payments in accordance with Section 5.01 hereof, at the times and in the malner and together u,'ith interest and expense due thereon all as provided in Section,1.08(a) of the Indenture undertaken in order to reinstate the Surety Bond. The Borrower shall repay such amount drawn on the Surety Bond due to the Borrower's failure to pay its Basic Pavments with the first available funds after payment of the current Loan Repayment. The Borron er shall repay only the amount drawn on the Surety Bond due to its failure to Pay its Basic Payment.] (a) On each Interest Pavment Date the Trustee shall credit against Borrower's obligation to pay its Loan Repayments, any interest eamings which rvere recei'"'ed during the prior Interest Period by the Trustee on the Funds (except the Series 2024C Project Loan Fund) held under the Indenture, or shall increase the Borrorver's obligation to pav its Loan Repavments by any investment losses which were incurred durinp; the prior Interest Period on the Funds (except the Series 2024C Project Loan Fund) held under the Indenture. (b) The credits provided for in (a) shall not be given to the extent the Borrower is in Default in payment of its Loan Repayments. If past-due Loan Repayments are later collected from the Borrower, the amount of the missed credit shall, to the extent of the amount collected, be credited in proportion to the amount of credit missed, to the Borrower from the past-due Loan Repayments. (c) The credits may be accumulated- If the credit allo\.vable for an Interest Period is more than required on the next ensuing Interest Payment Date to satisfy the current Loan Repayment, it may be used on the following Interest Payment Date. SECTION 5.05. Obligations of Borrower Unconditional. Subject in all respects to the pro'",isions of this Loan Agreemen! including but not limited to Section 2.02(a) hereof, the obligations of the Borrorver to make the Loan Repavments required hereunder and to perform and obserr.e the other agreements on its part contained herein, shall be absolute and unconditional, and shall not be abated, rebated, set-off, reduced, abrogated, terminated, waived, diminished, postponed, or otherwise modified in any manner or to any extent whatsoever, while any Bonds remain outstanding or any Loan Repayments remain unpaid, regardless of any contingency, act of Cod, event, or cause whatsoever. This Loan A5;reement shall be FMLC (City of Dania Beach Series) Loan ABrecment 25 Council may become subject under any federal or state securities lar,r's, federal or state tax laws, or other statutory law or at common law or othenvise, and (2) any and all fees and expenses of any inqulries or audits by anv regulatorv agencies, a1l as caused by or arising out of or based upon this Loan Agreement, the Loan, the Bonds, the issuance of the Bonds or the use of Bond proceeds. SECTION 5.04. Interest Eamings or Investment Losses and Excess Payments. deemed and construed to be a "net contract," and the Borrower shall pav the Loan Repavments and all other pavments required hereunder, regardless of an1, rights of set-off, recoupment, abatement, or counterclaim that the Borrower might otherwise have against the Council, the Trustee [, the Bond lnsurer,] or anv other party or parties. SECTION 5.06. Refunding Bonds. In the event the Bonds are refunded, all references in this Loan Agreement to Bonds shall be deemed to refer to the refunding bonds or, in the case of a crossover refunding to the Bonds and the refunding bonds (but the Borrower shall never be responsible for any debt service on or fees relating to crossover retunding bonds which are covered bv eamhgs on the escrow tund established from the proceecis of such bonds). The Council agrees not to issue bonds or other debt obligations to refund the Bonds lvithout the prior rvritten consent of the Authorized Representative of the Borrower. SECTION 5.07. Prepayment. The Loan mav be prepaid in whole or in part by the Borrower on the dates and in the amounts on which the Bonds are subject to optional redemption and notice provisions pursuant to Section 3.01 of the Indenture. The Borrower shall provide the Council 60 days' notice of any prepayment of its Loan. [Remainder of page intentionally left blankl FMLC {Cit\ o( Dania Beach Series) Loan A$eement 26 ARTICI-E VI DEFEASANCE This Loan Agreement shall continue to be obligatory and binding upon the Borrorver in the performance of the obligations imposed b1' this Loan Agreement and the repayment of all sums due bv the Borrorver under this Loan A5;reement shall continue to be secured by this Loan Agreement as provided herein until all of the indebtedness and all of the pavments required to be made by the Borrorver shall be fully paid to the Council[, the Bond lnsurer,] or the Trustee as provided herein, including any fees and expenses in connection with such repayment, if any. If, at any time, the Borrower shall have paid, or shall have made provision for payment of, prepayment premium, if any, and interest on the Loan, with respect to the Bonds, and shall have paid all other amounts due under this Loan Agreement, then, and in that event, the covenant regarding the pledge of and the lien on the revenues pledged, if any, to the Council ior the benefit of the Holders of the Bonds shall be no longer in effect and all future obligations oi the Borrower under this Loan Agreement shall cease; provided, however, that all covenants and all obligations provided hereunder specified to so sun,ive (including the obligation of the Borrower to pay the rebate obligations owed on the Bonds) shall survive the termination of this Loan Agreement and the payment in full of principal, premium, if any, and interest hereunder. For purposes of the preceding sentence, in order for the Borrower to have made "provision for pavment," the Borrower shall have deposited sufficient cash and/or Covemmental Obligations in irrevocable trust u,ith a banking institution or trust company, for the sole benefit of the Council, in respect to w'hich such cash and/or Govemmental Obligations, the principal and interest on rvhich, rvill be sufficient (as retlected in an accountant's verification report provided to the Trustee by the Borrower) to make timelv payment of the principal of, prepayment premium, if any, and interest on the Loan. The prepayment premium, if any, shall be calculated based on the prepavment date selected by the Borrower in accordance rvith Section 5.07 hereof. If the Borrower determines to prepay all or a portion of the Loan pursuant to Section 5.07 hereof, upon the required timely notice by the Borrower, the Council shall redeem a like amount of Bonds which corresponds in terms of amount and scheduled maturitv date to such Loan prepayment pursuant to Section 3.01 oi the Indenture. If the Borrower shall make advance payments to the Council in an .rmount sufficient to retire the Loan of the Borron'er, including redemption premium and accrued interest to the next succeeding redemption date of the Bonds, as provided herein, all future obligations of the Borrower under this Loan Agreement shall cease, including the obligations under Section 5.03 hereof, except for such amounts then outstanding and as provided in Section ,1.02 hereof. Horvever, prior to making such payments, the Borron er shall give at least 60 davs' conditional notice by mail, with receipt confirmed, to the Council. FMLC (City of Dania Beach Series) Loan Atreement 27 ARTICLE VII ASSIGNMENT AND PAYMENT BY THIRD PARTIES SECTION 7.01. Assignment by Council. The Borrower expressly acknow'ledges that this Loan Agreement and the obligahons of the Borrower to make payments hereunder (with the exception of certain of the Council rights to indemnification, fees, notices, and expenses), have been pledged and assigned to the Trustee as security for the Bonds under the lndenture, and that the Trustee shall be entitled to act hereunder and thereunder in the place and stead of the Council *'hether or not the Bonds are in default. SECTION 7.02. Assignment by Borrower. This Loan Agreement may not be assigned by the Borrower for any reason without the express prior written consent of the Council[, the Btrnd lnsurer,l and the Trustee. [SECTION 7.03. Payments by the Bond Insurer. The Borrower acknow'ledges that payment under this Loan Agreement from lunds received by the Trustee or Bondholders from the Bond Insurer do not constitute payment under this Loan Agreement for the purposes hereof or fulfillment of its obligations hereunder.l ISECTION 7.04. Payments by the Surety Bond Provider. The Borrorver acknorvledges that payment under this Loan Agreement from tunds received b1' the Trustee or Bondholders from the Surety Bond Provider do not constitute payment under this Loan Agreement for the purposes hereof or fulfillment oi its obligations hereunder.] IRemainder of page intentionally Ieft blank] FMLC (Citl of Dania B€ach Series) Loan Atleement 28 ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES SECTION 8.01. Events of Default Defined. The following shall be "Events of Default" under this Loan Agreement and the terms "Event of Default" and "Default" shall mean (except nhere the context clearlv indicates otherrvise), whenever they are used in this Loan Agreement, any one or more of the follorving events: (a) Failure by the Borrower to timely pay any Loan Repavment, when due, so long as the Bonds are outstanding; (b) Failure by the Borrower to timely pay any other payment required to be paid hereunder on the date on which it is due and payable, provided the Borrower has prior written notice of any such payments being due; (c) Failure by the Borrower to obsene and pertbrm anv covenant, condition, or agreement other than a failure under (a), on its part to be observed or performed under this Loan Agreement, for a period of 30 days after nohce of the failure, unless the Council[, the Bond Insurer,l and the Trustee shall agree in writing to an extension of such time prior to its expiration; provided, however, if the failure stated in the notice can be n,holly cured within a period of time not materiallv detrimental to the rights of the Council[, the Bond Insurer,] or the Trustee, but cannot be cured within the applicable 30-day period, the Council[, the Bond Insurer,l and the Trustee will not unreasonably n'ithhold their consent to an extension of such time if correchve action is inshtuted by the Borrower within the applicable period and diligently pursued until the failure is corrected; (d) Any warranty, representation, or other statement by the Borrower or by an officer or agent of the Borrower contained in this Loan Agreement or in any instrument fumished in compliance with or in reference to this Loan Agreement, is false or misleading in anv material respect when made; (e) A pehtion is filed against the Borrower under anv bankruptcy, reorganization, arrangement, insolvencv, readiustment of debt, dissolution, or liquidation lalv of anv jurisdiction, whether now or hereafter h effect, and is not dismissed within 60 days of such filing; (f) The Borrower files a petition in voluntary bankruptcy or seeking relief under any provision of any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution, or Iiquidation law of any jurisdiction, rvhether nor.t, or hereafter in effect, or consents to the tiling of anv petition atainst it under such larv; FMLC (City of Danja Beach Series) Loan Agreement 2t) (g) The Borrower admits insolvency or bankruptcy or its inability to pay its debts as thev become due or is generally not paying its debts as such debts become due, or becomes insolvent or bankrupt or makes an assignment for the benefit of creditors, or a custodian (including without limitation a receiver, liquidator, or trustee) of the Borrower or anv of its property is appointed by court order or takes possession thereof and such order remains in effect or such possession continues for more than 60 days; (h) Default under any agreement to which the Borrorver is a party evidencing securing, or othenvise respecting any indebtedness of the Borrower outstanding in the principal amount of $100,000 or more if, as a result thereof, such indebtedness may be declared immediatelv clue and pa1'able or other remedies may be exercised lvith respect thereto; (i) Any material provision of this Loan Agreement shall at any time for any reason cease to be valid and binding on the Borrower, or shall be declared to be null and void, or the validity or enforceability of this Loan Agreement shall be contested by the Borrower or anv govemmental agencv or authority, or if the Borrou'er shall deny any further liability or obligation under this Loan Agreement; or (i) Final judgment for the payment of money in the amount of $250,000 or more is rendered against the Borrower, the payment of which would materially adversely affect the Borrower's ability to meet its obligations hereunder (it being agreed that, if insurance or adequate reserves are available to make such payment, such judgment would not materially affect the Borrower's ability to meet its obligations hereunder) and at any time after 90 days from the entry thereof, unless othern ise provided in the final judgmenl (i) such judgment shall not have been discharged, or (ii) the Borrower shall not have taken and be diligently prosecuting an appeal therefrom or from the order, decree, or process upon which or pursuant to which such judgment shall have been granted or entered, and have caused the execution of or levy under such jud6;ment, order, decree, or process of the enforcement thereof to have been stayed pending determination of such appeal, provided that such execution u161 lg1,y lr,'ould materially adverselv affect the Borrower's abilitv to meet its obligations hereunder; or (iii) it has not been determined bv a court of competent jurisdiction from which appeal may not be taken or from rvhich appeal has been taken but has been finally denied that the Borrorver is not obligated lvith respect to such judgment pursuant to the provisions of Chapter 768, Florida Statutes or other applicable law. SECTION 8.02. Notice of Default. The Borrower agrees to give the Trustee[, the Bond Insurer,] and the Council prompt written notice if any petition, assignment, appointment, or possession referred to in Section 8.01(e), 8.01(11, and 8.01(g) is filed by or against the Borrower or of the occurrence of any other event or condition which constitutes a Default or an Event of Default, or with the passage of time or the giving of notice would constitute an Event of Default, immediately upon becoming an are of the existence thereof. FMLC (City of D.rnh Bc.rch Series) Loan Atreement 30 SECTION 8.03. Remedies on Default. Whenever anv Event of Default referred to in Section 8.01 hereof shall have happened and be conhnuing, the Council or the Trustee shall, lwith the written consent of the Bond Insurer or upon the rvritten direction of the Bond Insurer,] in addition to anv other remedies herein or by larv provided, have the right, at its or their option rvithout any further demand or notice, to take such steps and exercise such remedies as provided in Section 9.02 of the Indenture, and, without limitation, to take whatever other action at larv or in equity which may appear necessary or desirable to collect amounts then due and thereafter to become due hereunder or to enforce any other of its or their rights hereunder. SECTION 8.04. [Reserved]. SECTION 8.05. No Remedy Exclusive; Waiver, Notice. No remedy herein conferred upon or reserved to the Council or the Trustee is intended to be exclusive and every such remedv shall be cumulative and shall be in addition to every other remedv given under this Loan Agreement or norv or hereafter existing at law or in equity. No delay or omission to exercise anv right, remedy', or porver shall be construed to be a waiver thereof, but anv such right, remedy, or porver may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Council or the Trustee to exercise any remedy reserved to it in this Article VIII, it shall not be necessary to give anv notice other than such notice as may be required in this Article \rlII. SECTION 8.05. Application of Moneys. Any moneys collected by the Council or the Trustee pursuant to Section 8.03 hereof shall be applied (a) first, to pay any outstanding fees of the Trustee and the Council, and any reasonable attorney's fees, costs or expenses, or any other expenses owed by the Borrower pursuant to Section 5.03(b)(iii) and (ir,) hereof; (b) second, kr pav interest due on the Loan; (c) third, to pay principal due on the Loan; (d) fourth, to pav any other amounts due hereunder; and (e) fifth, to pay interest and principal on the Loan and other amounts payable hereunder but lr'hich are not due, as they become due (in the same order, as to amounts rvhich come due simultaneouslv, as in (a) through (d) in thls Section 8.06). IRemainder of page intentionally left blank] FMLC (Cit] d Dania B€ach Series) il ARTICLE IX MISCELLANEOUS SECTION 9.01. Notices. AII notices, certificates, or other communicahon hereunder shall be sufficiently given and shall be deemed given when hand delivered or mailed by registered or certified mail, postage prepaid, to the parties at the follorving addresses: Council Florida Municipal Loan Council c/o Florida League of Cities 301 South Bronough Street, Suite 300 Tallahassee, Florida 32301 Trustee The Bank of New York Mellon Trust Company, N.A. 4655 Salisbury Road, Suite 3000 Jacksonville, Florida 32256 Attn: Corporate Trust [Bond Insurer/ Surety Bond Provider: Attention Borrower City of Dania Beach, Florida 100 W Dania Beach Boulevard Dania Beach, Florida 33004 Attention: Chief Financial Officer Any of the above parties may, bv notice in r,r.riting given to the others, designate anv further or dift-erent addresses to which subsequent notices, certificates or other communications shall be sent. SECTION 9.02. Binding Effect. This Loan Agreement shall inure to the benefit of and shall be binding upon the Council and the Borrower and their respective successors and permitted assigns. SECTION 9.03. Severability. In the event any provision of the Loan Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. SECTION 9.04. Amendments, Changes and Modifications. This Loan Agreement may be amended or supplemented from time to time only by a writing dulv executed by the Council and the Borrower, and in accordance with Article XII of the Indenture[; provided, however, that FMLC (City of Dani.r Beach Series) 32 I no such amendment shall be effective unless it shall have been corsented to in writing by the Bond Insurer.] SECTION 9.05. Execution in Counterparts. This Loan Agreement may be simultaneously executed in several counterparts, each of rvhich, when so executed and delivered, shall be an original and all of nhich shall constitute but one and the same instrument. SECTION 9.05. Applicable Law. This Loan Agreement shall be govemed by and construed in accordance with the laws of tl.re State, without regard to conflict of law principles. SECTION 9.07. Benefit of Bondholders; Compliance with Indenture. This Loan Agreement is executed in part to induce the purchase bv others of the Bonds. Accordingll,, all covenants, agreements, and representations on the part of the Borrower and the Council, as set forth in this Loan Agreement, are hereby declared to be for the benefit of the holders from time to time of the Bonds [and the Bond Insurer]. The Borron'er covenants and agrees to do all things rvithin its pou er in order to comply with and to enable the Council to comply with all requirements and to fulfill and to enable the Council to fulfill all covenants of the Indenture. The Borrorver also acknowledges that the Council has delegated certain of its duties under the Indenture to its Program Administrator, including the direction to make investments in accordance with Article VII thereof, including, but not limited to the investment of the Series 2024C Project Loan Fund. [The rights granted to the Bond Insurer under the Indenture or this Loan Agreement to request, consent, to or direct any action are rights granted to the Bond Insurer in consideration of its issuance of the Bond Insurance Policy. Any exercise by the Bond Insurer of such rights is merely an exercise of the Bond Insurer's contracfual rights and shall not be construed or deemed to be taken for the benefit, or on behalf, of the Bondholders and such action does not evidence an1. position of the Bond Insurer, affirmative or negative, as to whether the consent of the Bondholders or any other person is required in addition to the consent of the Bond Insurer. The Bond lnsurer is recoS;nized as a third-partv beneficiary hereunder and may enforce anv such right, remedv or claim conferred, gi'i,en or granted hereunder-] SECTION 9.08. Consents and Approvals. Whenever the written consent or approval of the Council shall be required under the provisions of this Loan Agreement, such consent or approval mav be given by an Authorized Representative of the Council or such other additional pt,rsons provided bv law or by rules, regulations or resolutions of the Council. SECTION 9.09. Immunity of Officers, Employees and Members of Council and Borrower. No recourse shall be had for the payment of the principal of, premium, if anv, or interest hereunder or for any claim based thereon or upon any representation, obligation, covenant, or agreement in this Loan Agreement against any past, present, or tuture official officer, member, counsel, employee, director, or agent, as such, of the Council or the Borrower, either directly or through the Council or the Borrower, or respectively, any successor public or 33 FMLC (Citv of Dania Beach Senes) Loan Agrccment private corporation thereto under anv rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such officers, members, counsels, employees, directors, or agents as such is hereb.v expressly waived and released as a condition of and consideration for the execution of this Loan Agreement. SECTION 9.10. Captions. The captions or headings in this Loan Agreement are for convenience only and in no way define, limit, or describe the scope or intent of any provisions of sections of this Loan ASreement. SECTION 9.11. No Pecuniary Liability of Council. No provision, covenant, or agreement contained in this Loan Agreement, or any obligation herein imposed upon the Council, or the breach thereof, shall constitute an indebtedness or liability of the State or any political subdivision or municipal corporation of the State or any public corporahon or govemmental agency existing under the laws thereol other than the Council and the Borrower. In making the agreements, provisions, and covenants set forth in this Loan Agreement, the Council has not obllgated itself except with respect to the application of the revenues, income, and all other property as derived herefrom, as hereinabove provided. SECTION 9.12. Payments Due on Holidays. With the exception of Basic Payments, if the date for making any pavment or the last date for performance of any act or the exercise of any right, as provided in this Loan Agreement, shall be other than on a Business Dap such pavments may be made or act performed or right exercised on the next succeeding Business Day with the same force and effect as if done on the nominal date provided in this Loan Agreement. SECTION 9.13. Calculations. Interest shall be computed on the basis of a 360-day year of twelve 30-dav months. SECTION 9.14. Time of Payment. Any Loan Repayment or other payment hereunder l,rhich is received by the Trustee or Council after 2:00 p.m- (New York time) on any day shall be deemed received on the following Business Day. IRemainder of page intentionalll, left blank] FMLC (City of D.rnia Beach Senes) 3.1 IN W'ITNESS WHEREOF, the Florida Municipal Loan Council has caused this Loan Agreement to be executed in its corporate name with its corporate seal hereunto affixed and attested by its duly authorized officers and the City of Dania Beach, Florida, has caused this Loan Agreement to be executed in its corporate name w'ith its corporate seal hereunto affixed and attached by its duly authorized officers. All of the above occurred as of the date first above written. FLORIDA MUNICIPAL LOAN COUNCIL (SEAL) By, Name: Isaac Salver Title: Chairman ATTEST: FLORIDA LEACUE OF CITIES, INC., Program Administrator Bl'' Name: Jeannie Camer Title: ExecutiveDirector/CEO rMLC (City l)f Dania Beach Series) Loan Agreement s-r LOAN AGREEMENT (SEAL) ATTESTED BY: By, Name: Elora Riera, MMC Title: City Clerk Approved as to form and correctness this _ day of 2021. B_v, Name: Eve A. Boutsis Title: City Attomey FMLC (City of Dania Beach Series) Loan Agreement CITY OF DANIA BEACH, FLORIDA By Name: Archibald J. Ryan, IV Title: Mavor s-2 PROIECT Acquisition, construction, and equipping of ceftain capital improvements to the stormwater utility system of the Borrorver, including, but not limited to, [drainaE;e projects, replacement of piping, and installation of tidal valves on outfall pipingl all as more particularll, described in the plans and specifications on file with the Borrower, as the same may be amended and supplemented from time to time by the Borrower. Refinance and prepay the Refunded Note and thereby refinance certain capital improvements to the stormwater utility system of the Borrower, including, but not limited to, the Southeast Drainage Project Phase I EXHIBIT A CITY OF DANIA BEACH, FLORIDA USE OF LOAN PROCEEDS TOTAL AMOUNT TO BE FINANCED S FMLC (City of Dania Beach S€ries) Loan Agreement A-1 c EXHIBIT B CERTIFIED RESOLUTION OF THE BORROWER See Document Tab No. _ FMLC (City of Dania Beach Series) Loan Agreement B-l EXH]BIT C OPINION OF BORROWER'S COUNSEL [Letterhead of Counsel to Borrower] _ 202.4 Florida Municipal Loan Council c/o Fl,,rida Leap:ue of Cities, lnc. 301 Bronough Street, Suite 300 Tallahassee, Florida 32301 The Bank of New, York Mellon Trust Company, N.A. 4655 Salisbury Road, Suite 300 Jacksonville, Florida 32256 Bryant Miller Olive P.A. SunTrust International Center 1 SE 3rd Avenue, Suite 2200 Miami, Florida 33131 In this connection, I have revierved such records, certi{icates, and other documents as I have considered necessary or appropriate for the purposes of this oPinion, including applicable laws, the Charter of the Borrower, the Loan Agreement, the Trust Indenture, dated as of 1,, 2021 (the "lndenture"), by arrd between the Council and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"), Resolution No. 202'1- adopted by the Borrower on as of 2024 (the "Resolution"), the Continuing Disclosure Agreement, dated 2024 (the "Continuing Disclosure Agreement"), by and among the Borrower and the Florida League of Cities, Inc., as dissemination agent, and the final Oflicial Statement u'ith respect to the Bonds, dated 20211 (the "Official Statement"). Based on such FMLC (Cit), ot Dania Beach Series) Loan Agreement c-1 I Ladies and Gentlemen: I am counsel to the City of Dania Beach , Florida (the "Borrower"), and have been requested by the Borrower to give this opinion in connection with the loan by the Florida Municipal Loan Council (the "Council") to the Borrorver of funds to finance and refinance all or a Dortion oI the Cost. of the Proiect. as described in the Loan Aereemenl. daled as of '1,2024,by and between the Council and the Borrower (the "Loan Agreement"). All capitalized terms not otherwise defined herein shall have the meaning ascribed to such term in the Loan Agreement. (a) The Borrorver is a municipality duly organized and validly existing under the Constitution and laws of the State of Florida. The Borrower has the legal right and all requisite power and authority to enter into the Loan Agreement, to covenant to budget and appropriate Non-Ad Valorem Revenues to the payment of the Loan, to adopt the Resolutiory consummate the transactions contemplated in the Loan Agreement and the Resolution, and otherwise to carry on its activities and own its property. (b) The Borrower has duly adopted the Resolution, and authorized, executed, and delivered the Loan Agreement, and the Continuing Disclosure Agreement and such instruments are legal and binding obligations of the Borrower enforceable against the Borrower in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors' rights heretofore or hereafter enacted and that their enforcement mav be subject to the exercise of judicial discretion in accordance with general princi.ples of equily and to the sovereign police powers of the State of Florida and the constitutional powers of the United States o{ America. (c) The execution and delivery of the Resolutiory the Continuing Disclosure Agreement, and the Loan Agreement; the consummation of the transactions contemplated thereby; the acquisition, construction, and/or equipping of the new construction portion of the Project; the refinancing and prepayment of the Refunded Note; and the fulfillment of or compliance with the terms and conditions of the Resolution, the Loan Agreement, and the Continuing Disclosure Agreement, does not and u,ill not conflict with or result in a material breach of or default under any of the terms, conditions, or provisions of any agreement, contract or other instrument, or law, ordinance, regulation, or judicial or other govemmental order, to which the Borrower is now a party or it or its properties is otherwise subject or bound, and the Borrorter is not otherwise in violation of anv of the foregoing in a manler material to the transactions contemplated by the Loan Agreement. (d) There is no litigation or legal or govemmental action, proceeding, inquiry, or investigation pending or, to the best of my knowledge, threatened by govemmental authorities or to whi.ch the Borrower is a party or of which any property of the Borrolver is subjec! which has not been described in the Official Statement or otherwise dlsclosed in \.vriting to the Council [and the Bond Insurer] and which, if determined adversely to the Borrower, would individually or in the aggregate materiallv arld adversely affect the validity or the enforceabilitl. of the Resolution, the Loan Agreement, or the Continuing Disclosure Agreement. (e) The indebtedness being refinanced, directly or indirectly, with the proceeds oI the Loan was initially incurred by the Borrower, and the proceeds of such indebtedness have been fullv expended, to finance the cost of the Project. FMLC (City of Dania Beach Series) c-2 review, and such other considerations of law and fact as I believe to be relevant, I am of the opinion that: (0 Based upon my review of the Preliminary Official Statement and the Official Statement and without having undertaken to determine independently the accuracy or completeness of the contents of the Preliminary Official Statement and the Oflicial Statement, the statements and information with respect to matters oi law relating to the Borrorver in the Preliminary Official Statement and the Official Statement under the captions "THE BORROWE&" ''PURPOSE OF THE BONDS," "SECURITY AND SOURCES OF PAYMENT," ,,INVESTMENT CONSIDERATIONS," "LITICATION" "CONTINUINC D]SCLOSURE," ANd "DISCLOSURE REQUIRED BY FLORIDA BLUE SKY RECULATIONS," are true and correct in all material respects, and do not contain anv untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in light oi the circumstances under which they were made, not misleading, with respect to the Preliminary Official Statement as of its date, and with respect to the Official Statement as of its date and the date hereof. No opinion is expressed herein rvith respect to (i) actions or obligations of the Council or anv other party other than the Borrower, (ii) documents to which the Borrower is not a part,v, and (iii) financial, statistical, or tax matters or proiections. I am an attorney admitted to practice law only in the State of Florida and express no opinion as to the larts of any other state and further express no opinion as to (i) the status oi interest on the Bonds under either Federal laws or the laws of the State of Florida, or (ii) economic or financial matters described in the Official Statement relating to the Borrower. Very truly yours, FMLC (Cit), of Dania Beach Series) Loan Agicement c-3 (g) All approvals, consents, authorizations, and orders of any govemmental authority or agency having jurisdiction in any matter which would constitute a condition precedent to the performance by the Borrower of its obligations under the Loan Agreement, the Continuinp; Disclosure Agreement, the Resolution, and the other documents of the Borrower relating to the Loan have been obtained and are in full force and effect. EXHIBIT D DEBT SERVICE SCHEDULE Datej Principal Amounts Interest Rate Interest Amounts * Loan repayments are due March 20th and September 20th of each year D-1 Total Amounts FMLC (Cit]-' of Dania Beach Series) EXHIBIT E TO LOAN ACREEMENT FORM OF REQUISITION CERTIFICATE I ():THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEE IJITONI CITY OF DANIA BEACH, FLORIDA (THE "BORROWER'') SUBJECT: LOAN AGREEMENT DATED AS OF 1, 2021 This represents Requisition Certificate No. _ in the total amount of pavment of those Costs of the Project detailed in the schedule attached. for The undersigned does certify that 1. All of the expenditures for which monies are requested hereby represent proper Costs of the Project, have not been included in a previous Requisition Certificate and have been properly recorded on the Borrower's books as currentlv due and owing. 2. The monies requested hereby are not greater than those necessarv to meet obligations due and pa;zable or to reimburse the Borrorver for funds actuallv advanced for Costs of the Project. The monies requested do not include retention or other monies not yet due or earned under construction contracts. 3. This requisition is in compliance r.ith Section 5.03 of the Indenture :1. After payment of monies hereby requested, to the knowledge of the undersigned, there will remain available to the Borrower sufficient funds to complete the Proiect substantially in accordance with the plans therefor. 5. The Borrorver is not in default under the Loan A€ireement, and nothing has occurred that rvould prevent the performance of its obligations under the Loan Agreement. Exeorted this _ day of - 20_ CITY OF DANIA BEACI{, FLORIDA FMLC (Citv of Dania B€ach Senes) E-1 By, Name: Title: EXHII]IT I} FORM OF CONTINUING DISCLOSURE AGREEMENT l0 RF:SOt.UTION #202.1- FORNI OF CONTINUTNG DISCLOSURE AGREEMENT FOR THE BORROWER This CONTINUING DISCLOSURE AGREEMENT dated as of October l, 2024 (the "Continuing Disclosure Agreement") is cxccuted and dclivcred by thc City of Dania Bcach, Flonda. a Florida municipality ("Obligated Entity"), and by Florida League of Cities, Inc., a Florida corporation not-for-profit, as Disscmination Agent (the "Dissemination Agent") hercunder. Additional capitalized terms used herein shall have the meanings ascribed thereto in Section 2 hereof. SECTION l. Nature of Undertakin This Continuing Disclosurc Agreement constitutes an undertaking by the Obligated Entity under paragraph (b)(5) of the Rule to provide Financial Information and noticc ofthc occurrcncc ofcertain events with respect to thc Bonds, as provided in paragraph (bX5Xl)(C) of the Rule. and otherwise to assist the Participating Underwriter in complying with paragraph (b)(5) of thc Rule with respcct to the Offering of the Bonds. Among other things, the Obligated Entity is hereby undertaking (i) to disseminate an Annual Report not latcr than the June 30 following the end ofcach Fiscal Ycar ofthe Obligatcd Entity in accordance with Section 4 hereot, which contains Financial Information with respect to the Obligated Entity. (ii) if an Annual Report does not contain the Audited Financial Statcmcnts. to disseminatc thc Audited Financial Statements in accordance with Section 4 hereofas soon as practicable atier they shall have been approvcd by thc Govcming Body, (iii) to provide noticc in a timcly manncr, in accordance *'ith Section 6 hereof, of the occurrence of any of the Listed Events related to the Obligatcd Entity and (ir') to provide noticc in a timely manncr, in accordancc with Section 4(e) hereof, of any failure to disseminate an Annual Report in accordance rvith the preceding clause (i) of this sentence. SECTION 2. Definitions. In addition to the deflnitions set forth above and in the herein- defined Indenture, which shall apply to any capitalized terms used herein, the tbllowing capitalized terms shall have the fbllowing meanings, unless otherwise defined theretn: "Annual Report" means a document or set of documents rvhich (a) identifies the Obligated Entity; (b) contains (or includes by reference to documents which were filed with the SEC or EMMA pnor to the date that the Annual Report containing such reference is provided to the Dissemination Agent in accordance with Section 4 hereof): (i) Financial Infbrmation and Operating Data for the Obligated Entity; (ii) Audited Financial Statements if such Audited Financial Statements shall have been approved by the Coverning Body at the time the Annual Report is required to be provided to the Dissemination Agent in accordance rvith Section 4 hereol and (iii) Unaudited Financial Statements if the Audited Financial Statements shall not have been appror ed by the Governing Body at the time the Annual Report is required to be provided to the Dissemination Agent in accordance with Section 4 hereot (c) in the event that the Obligated Entity delit'ers a Continuing Disclosure Certificate to the Dissemination Agent pursuant to Section 5(b) hereot, contains (in the case ofthe Annual Report disseminated on or immediately after the date such Continuing Disclosure Certificate is so delil ered) a narrative explanation of the reasons lor the changes in Financial lnformation and/or Operating Data set lbrth in such Continuing Disclosure Cenificate and the effect of the changes on the types of Financial lnformation and/or Operating Data being provided in such Annual Report; and (d) in the event that the Obligated I Entity authorizes a change in the accounting principles by which its Audited Financial Statemcnts are prepared. contains (in the case ofthe Annual Report disseminated on or immediately after the datc ofsuch changc) (l) a comparison between thc Financial Intbrmation preparsd on the basis of the new accounting principles which is contained in such Annual Report and the Financial Infon.nation prcparcd on thc basis ofthe former accounting principlcs which was contained in thc previous Annual Report disseminated immediately prior to such Annual Report and (2) a discussion ofthc diffcrenccs betuecn such accounting principles and the effect ofsuch changc on the presentation ofthe Financial Infbrmation being provided in such Annual Report. "Annual Report Certificate" means an Annual Report Certiticate in the fbrm attached hcrcto as Exhibit A. "Annual Report Date" mcans thc June 30 follorving thc cnd ofa Fiscal Ycar "Bondholder" means (i) the registcrcd owner ofa Bond and (ii) the bencficial owner ofa Bond, as the term "beneficial owner" is used in any agreement with a securities depository lbr the Bonds and as the tcrm may be modificd by an interpretation by thc SEC ofparagraph (b)(5) ofthc Rule. "Bonds" means the $_* Florida Municipal Loan Council Refunding and Improvenrent Revenue Bonds, Series 2024C (City of Dania Beach Senes). "Continuing Disclosure Agreement" means this Continuing Disclosure Agreement. as the same may be supplemented and amended pursuant to Section 8 hereof. "Continuing Disclosure Certificate" means a Continuing Disclosure Certiflcate in the form attached hereto as Exhibit B delivered by the Obligated Entity to the Dissemination Agent pursuant to Section 5 hereof'. "Dissemination Agent" means Florida League ol Cities, Inc.. acting in its capacity as Dissemination Agent hereunder! or any successor Dissemination Agent which is appointed pursuant to Section 3 hereof or to which the responsibilities of Dissemination Agent under this Continuing Disclosure Agreement shall have been assigned in accordance with Section t hereof. "EMMA" means the Electronic Municipal Market Access Systent as described in Securities and Exchange Commission Release No. 34-59062 and maintained by the Municipal Securities Rulemaking Board for purposes of the Rule as further described in Sections 4 and 6 hereof'. l "Audited Financial Statements" means thc financial statcmcnts ofthc Obligated Entity which have been examined by independent certitied public accountants in accordance with gcncrally accepted auditing srandards. "Event Notice" means notice ofthe occurrence of a Listed Event. "Final Official Statement" mcans thc Final Ofllcial Statemcnt prcpared in conncction with the Offering of the Bonds. "Financial Information" means tlnancial infbrmation related to the Obligated Entity of the typcs identified in thc Continuing Disclosure Ccrtificate most reccntly delivered by thc Obligated Entity to the Dissemination Agent in accordance with Section 5 hereof. The Financial Infomration (i) shall bc prcpared for thc Fiscal Year immcdiately preceding thc date ofthc Annual Report containing such Financial Information. and (ii) shall be prepared on the basis ofthe Audited Financial Statements to bc provided to thc Dissemination Agent concurrcntly with the Annual Report. provided that. if the Audited Financial Statements are to be provided to the Dissemination Agcnt subscquent to thc datc that the Annual Report is providcd to the Disscmination Agcnt, such Financial lnformation may be prepared on the basis ofthe Unaudited Financial Statements. "Governing Body" shall mean the goveming body of the Obligated Entity which shall approvc the Audited Financial Statemcnts. "Indenture" mcans the Trust Indcnture datcd of even date hcrcwith by and bctwccn Florida Municipal Loan Council, as lssuer, and The Bank of New York Mellon Trust Company, N.A.. as Trustee. [''Insurer''shallmean-,asinsureroftheBonds.] "Loan Agreement" means thc Loan Agreemcnt dated ofeven date hsrewith, betwccn the lssuer and the Obligated Entity. "Listed Events" means any olthe events which are set forth in Section 6 hereof. "MSRB" means the Municipal Securities Rulemaking Board. means the primary offering of the Bonds for sale by the Participating Underwriter. "Operating Data" means operating data ol the types identitied in the Continuing Disclosure Certificate most recently delivered by the Obligated Entity to the Dissemination Agent in accordance with Scction 5 hereof. The Operating Data shall be prepared fbr the Fiscal Year immediately preceding the date ofthe Annual Report containins such Operating Data. " Particip:rting L ndenr riter" nrcans ''RatingAgency''means-,oranySucceSSorthereto "Rule" means Rule l5c2J2 adopted by the SEC under the Securities Exchange Act of 143.1. as amendcd. as the Rule may be amended from time lo time. or any successor provision thereto. "SEC" means the Securities and Exchange Commission "Trustee" means The Bank of New York Mellon Trust Company, N.A.. as trustee under the lndenture. "Unaudited Financial Statements" means unauditcd financial statcmcnts of the Obligated Entity for any Fiscal Year which have been prepared on a basis substantially consistent with the Audited Financial Statements to bc subsoquontly prcpared for such Fiscal Ycar. SECTION 3. ADDointment of Dissemination Asent: Obl lga tions of Obli ted Enti tYga Respectinq Undertaking (a) The Obligated Entity hereby appoints Florida League of Cities. Inc to act as the initial Dissemination Agcnt hcrcunder. Florida League of Cities, lnc. hcrcby accepts such appointment. The Obligated Entity may. from time to time. appoint a successor Dissemination Agcnt or discharge any thcn acting Disscmination Agent, with or *'ithout causc. If at any time there shall be no Dissemination Agent appointed and acting hereunder or the then appointed and acting Dissemination Agcnt shall fail to pcrfomr its obligations hcrcunder, the Obligated Entity shall discharge such obligations until such time as the Obligated Entity shall appoint a succcssor Dissemination Agcnt or the then appointcd and acting Disscmination Agent shall resume the perfbrmance of such obligations. (b) The Obligated Entity hereby acknowledges that the Obligated Entity is obligatcd to comply with this Continuing Disclosurc Agrccmcnt and that the appointmcnt of the Dissemination Agent as agent of the Obligated Entity for the purposes herern provided does not relieve thc Obligated Entity of its obligations with rcspcct to this Continuin-e Disclosurc Agreement. SECTION 4. Annual Financial Information (a) The Financial Information shall be contained in the Annual Reports and. ifprovided separately in accordance with Section 5(b) hereof, the Audited Financial Statements which the Obligated Entity is required to deliver to the Dissemination Agent tbr dissemination in accordance u'ith this Section 4. (b) The Dissemination Agent shall notify the Obligated Entity ofeach Annual Report Date and ofthe Obligated Entity's obligation hereunder not more than 60 and not less than 30 days prior to each Annual Report Date. The Obligated Entity shall provide an Annual Report to the Dissemination Agent, together with an Annual Report Certificate, not later than each Annual Report Date. provided that. if the Annual Report does not include the Audited Financial Statements. the Obligated Entity shall provide the Audited Frnancial Statements to the Dissemination Agent as soon as practicable after they shall have been approved by the Govemins Body. (c) The Dissemination Agent shall provide the Annual Report and, if received separately in accordance with Section 4(b) hereof, the Annual Financial Statements, to EMMA, the Trustee, the Issuer, the Rating Agency and the Insurer within five (5) Business Days after receipt thereof from the Obligated Entity. (d) The Dissemination Agent shall provide the Issuer, the Obligated Entity and the Trustee rvritten confirmation that the Annual Report and, ifreceived separately in accordance 4 with Section 4(b) hereof, the Annual Financial Statcments, wcrc provided to EMMA in accordancc with Section 4(c) hereot. (e) If the Dissemination Agent shall not have filed the Annual Report by the Annual Report Date, thc Dissemination Agent shall so notiry the Obligatcd Entity, EMMA, thc Trustee and the Insurer u'ithin fir'e (5) Business Days of the Annual Report Date. Sf,CTION 5. Continuins Disclosure Certificates. (a) The Obligated Entity shall prepare a Continuing Disclosurc Ccrtificate in the form attached hercto as Exhibit B in conncction u'ith the Offering ofthe Bonds and shall deliver the same to the Dissemination Agent for dissemination to the Participating Undcrwriter, Issucr and Trustcc. (b) Prior to the dcletion or substitution of any Financial Information and Operating Data in the Continuing Disclosure Cenificate from the information listed in Exhibit B hcreto, thc Obligated Entity will obtain an opinion of nationally rccognized disclosurc counscl (which may also act as outside counsel to the Obligated Entity) addressed to the Issuer, the Participating Underwritcr, thc Trustcc and the Disscmination Agcnt. to thc effect that said deletion or substitution is permitted by the Rule and the Financial and Operating Data to be provided will comply with thc Rulc, as in effect on the date ofthc Offcring olthe Bonds and taking into account any amendment or interpretation ofthe Rule by the SEC or any adjudication of the Rule by a final dccision ofa court ofcompctent junsdiction which may have occurrcd subscquent to thc crccution and delirery of this Continuing Disclosure Agreement. The Dissemination Agent is entitled to rcly on such opinion without furthcr investigation. (c) Notwithstanding Section 5(b) hereof, the Obligated Entity shall not be required to comply with Section 5(b) hereof if such Section shall no longer be deemed to be required in order for this Continuing Disclosure Agreement to comply with the Rule as a resulr of the adoption, rendering or delivery of (i) an amendment or interpretation of the Rule by the SEC, (ii) an adjudication of the Rule by a final decision of a court of competent jurisdiction or (iii) an opinion ofnationally recognized disclosure counsel (which may also act as outside counsel to the Obligated Entity). in each case. to that effect. (d) Any delivery of a Continuing Disclosure Certificate pursuant to Section 5(a) hereofshall not be deemed to be an amendment to this Continuing Disclosure Agreement and shall not be subject to the provisions of Section 8 hereof. SECTION 6. Reporting of Listed Events. (a) Pursuant to the provisions ofthis Section 6, tlie Obli-eated Entity shall direct the Dissemination Agent to provide, in the appropriate format required by larv or applicable regulation. in a timely manner such that notice to EMMA can be provided not in excessoften business days after the occurrence of the event, notice of the occurrence of any of the following events, with respect to the Loan and the Bonds: (i) principal and interest payment delinquencies; (ii) non-payment related defaults, if material; i (iii) unschcdulcd drarvs on dcbt sen'icc rcscrvcs rcflccting financial ditllcultics: (il ) unschcdulcd draws on crcdit enhanccrrcnts rcllccting tlnancial ditlcultics: (v) substitution ofcredit facility providcrs, or thcir failure to pcrform; (vi) adverse tax opinions. the issuancc by thc Intcmal Revcnuc Service of proposed or final determinations of taxability, Notices of Proposed lssue (IRS fomr 5701-TEB) or other material noticcs or determinations with respect to the tax status of the Loan or Bonds. or other material events affccting the tax status ofthe Loan or Bonds; (r'ii) modifications to rights of holdcrs of thc Bonds, if material; (r'iii) Bond calls, ifmaterial. and tender offcrs: (ix) dcfcasances; (x)releasc. substitution. or sale ofany properry securing repayment ofthe Loan or Bonds, if materiall (xi) rating changes; (xii) (xiii) bankruptcy, insolvency, receivership or similar events of the Obligated Entit), (which is considered to occur rvhen any of the follorving occur: the appointment of a receiver, fiscal agent or similar ol'ficer for the Obligated Entity in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Obligated Entity, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supen'ision and orders of a court or govemmental authonty, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or govemmental aurhority having supervision or jurisdiction over substantially all of the assets or business of the Obligated Entity). the consummation of a merger, consolidation, or acquisition involving the Obli-eated Entity or the sale of all or substantially all of the assets of the Obligated Entity, other than in the ordinary course of business. the entry into a def-rnitive agreement to undenake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; (xir') the appointment ofa successor or additional trustee or the change of name ofthe trustee, if material; 6 (xv) incurrcnce of a financial obligation of the Obligatcd Entity, if matcrial, or agreement to covenants, events oldefault, remedies, priority rights. or other similar terms of a financial obligation of the Obligatcd Entity, any of which aftect holders of the Bonds, if material (for purposes of the foregoing and paragraph (xvi) bclow, "financial obligation" mcans a (a) debt obligation; (b) derivative instrument entered into in connection with, or pledged as sccurity or a sourcc ofpayment for, an cxisting or planned dcbt obligation; or (c) a guarantee of (a) or (b)); (xvi)delbult. event ol acceleration. ternination event, modification of temls, or othcr similar evcnts under the tcrms of a financial obligation of the Obtigated Entity. any of which rellect flnancial difficulties; and (xvii) in a timely manner. notice offailure to provide annual Financial lnformation before the datc(s) specified in Scction 4 hereof. (b) If thc Obligated Entlty instructs the Disscmination Agcnt to providc an Event Notice pursuant to Section 6(a) hereol, the Dissemination Agent shall, within three (3) Business Days thcrcafter. file an Er.cnt of Noticc with EMMA, thc Trustee, the Rating Agcncy, thc Issuer and the Insurer. The Dissemination Agent shall provide the Obligated Entity, the Issuer and the Trustcc written confirmation that such Evcnt Notice was provided to EMMA in accordancc with this Section 6(b). (c) Notwithstanding the fbregoing. whenever the Obligated Entity authorizes a change in either its Fiscal Year or the accounting principles by which its Audited Financial Statements are prepared, the Obligated Entity shall provide the Dissemination Agent rvith written notice ofsuch change and instruct the Dissemination Agent to file a copy of such notice with EMMA, the lssuer, the Insurer, the Rating A,qency and the Trustee, and the Dissemination Agent shall, within three (3) Business Days thereafter, file a copy of such notice with EMMA, the Issuer, the Insurer. the Rating Agency and the Trustee. The Dissemination Agent shall provide the Obligated Entity written confirmation that such notice was provided to EMMA in accordance with this Section 6(c). SECTION 7. Additional Information. Nothing in this Continuing Disclosure Agreement shall be deemed to prevent (i) the Obligated Entity fiom disseminating any information or notice of the occurrence of any event using the means of dissemination specified in this Continuing Disclosure Agreement or other means or (ii) the Obligated Entity from including in an Annual Report any infomration rvhich shall be in addition to the Financial Information, Operating Data and Audited or Unaudited Financial Statements required by Section 4 hereofto be included in such Annual Report, provided that this Continuing Disclosure Agreement shalI not be deemed to require the Obligated Entity to include or update any such additional information in any subsequently prepared Annual Report. SECTIO\ ll. .\nrendments: \\'aivers.This Continuing Disclosure A-greement niay be amended. and any provision hereof may be waived. by the parties hereto if prior to the et'fective date of any such amendment or waiver, the Obligated Entity delivers to the Dissemination Agent, the Issuer and the Trustee an opinion ofnationally recognized disclosure counsel (which may also 1 act as outsidc counscl to thc Obligatcd Entity), to thc cfl-ect that the amcndmcnt is permittcd undcr the Rule and that this Continuing Disclosure Agreement (taking into account such amendment or waivcr) complies with thc Rulc. as in cfttct on the date of the Offering of Bonds or aficr thc execution and delivery of this Continuing Disclosure Agreement. taking into account any amendmcnt or interpretation of the Rule by the SEC or any adjudication of the Rulc by a tinal decision ofa court of competent j urisdiction which may have occurred subsequent to the execution and delivcry of this Continuing Disclosure Agrcemcnt. The Disscmination Agent shall notify EMMA of any such amendment and shall provide EMMA with a copy of any such amendment. SECTION 9. Assignment. The Obligated Entity may not assign its obligations under this Continuing Disclosurc Agrcemcnt. The Disscmination A-eent may assign its ri-ehts and responsibilities hereunder to a third party with the consent ofthe Obligated Entity. u,hich shall not be unreasonably withheld. SECTION 10. Comp ensation of the Dissemination Asent.As compcnsation t0 the Dissemination Agent for its services pursuant to this Clontinuing Disclosure Agreement. the Obtigatcd Entity agrees to pay all fces and all cxpcnses of the Dissemination Agcnt including, without limitation. all reasonable expenses, charges, costs and other disbursements in the administration and performancc of its dutics hcrcunder. and shall to thc cxtent permitted by lau, indemnify and save the Dissemination Agent and its ofticers, directors. attorneys, agents and employccs harmless from and against any costs, cxpenses, damages or othcr Iiabilitics (including attomeys' f'ees) which it (or they) may incur in the exercise of its (or their) powers and duties hereunder, cxccpt with rcspcct to its (or their) rvilllul misconduct or gross ncgligencc. Nothing contained herein is intended to be nor shall it be construed as a lvaiver of any immunity fiom or limrtation of liability that the Obligated Entity may be entitled to pursuant to the Doctrine of Sovereign Immunity or Section 768.28, Florida Statutes. Notwithstanding anything to the contrary contained herein, the obligations of the Obligated Entity hereunder shall be limited obligations payable solely from the sources provided under Section 2.02(a) ofthe Loan Agreement. SEC'I'lO\{ I l. Concernins the Dissemination A ent and thc Ob ted Entitr'.(a)lisa The Dissemination Agent is not answerable for the exercise of any discretion or power under this Continuing Disclosure Agreement or tbr anyhing rvhatever in connection hereuith. except only its own willful misconduct or gross negligence. The Dissemination Agent shall have no liabrlity to the Bondholders or any other person with respect to the undertakings described in Section I hereof except as expressly set forth in this Continuing Disclosure Agreement regarding its own willful misconduct or gross negligence. (b) The Dissemination Agent has no responsibility or liability hereunder tbr determining compliance for any intbrmation submitted hereunder with any law, rule or regulation or the terms of this agreement. The Dissemination Agent shall have no responsibility for disseminating information not delivered to it or gil ing notice ofnon-delivery except as specifically required hereunder. It (c) The panies to this Continuing Disclosure Agreemcnt acknowlcdgc and agree that the Obtigated Entity assumes no obligations hereunder other than those specifically assumed by the Obtigated Entity herein. SECTION 12. . This Continuing Disclosure Agreement shall terminate at such time as the Loan Agreement terminates. SECTION 13. @[gigjgg. This Continuing Disclosure Agreement shall inure solely to the benefit ofthe Obligated Entity, the Dissemination Agent, the Trustcc, the Issucr, thc Insurcr, the Participating Underwriter and the Bondholders. This Continuing Disclosure Agreement shall not bc dcemcd to inurc to thc bencfit of or grant any nghts to any party othcr than thc partics specified in the preceding sentence. SECTION 14. Counterparts. This Continuing Disclosure Agreement may be executed in several counterparts. each of which shall be an original and all of which shall constitute one and the same instrument. SECTION 15. Governine Law. This Continuing Disclosure Agreement shall be govemed by the laws ofthe State ofFlorida IN WITNESS WHEREOF, the Obligated Entity and the Dissemination Agent have caused this Continuing Disclosure Agreement to be executed and delivered as of the date tjrst written abovc. CITY OF DANIA BEACH, FLORIDA, as Obligated Entity FLORIDA LEAGUE OF CITIES. INC.. as Dissemination Agent By Its: 9 Mayor By: Its: 1. Definitions. Capitalized tems used but not defined herein shall have the meanings ascribed thereto in thc Continuing Disclosure Agreement. 3. Compliance with Continui Disclosure Asreement. The Annual R eport is beingns delivered to the Disscmination Agent herewith not latcr than June 30 following thc end of the Fiscal Year to which the Annual Report relates. The Annual Repoft contains, or includes by reference. Financial Information and Opcrating Data of the qpcs identified in the Continuing Disclosure Certificate most recently delivered to the Dissemination Agent pursuant to Section 5 of the Continuing Disclosure Agrcemcnt. To the extent any such Financial Information or Operating Data is included in the Annual Report by reference, any document so re1-erred to has been previously provided to EMMA or filed with the SEC. Such Financial Information and Operating Data have been prepared on the basis of the [Audited,'Unaudited] Financial Statements. [Such Audited Financial Statements are included as part ofthe Annual Report.] [Because the Audited Financial Statements have not been approved by the Goveming Body as ofthe date hereof, the Unaudited Financial Statements have been included as part ofthe Annual Report. The Unaudited Financial Statements have been prepared on a basis substantially consistent with such Audited Financial Statements. The Bororver shall deliver such Audited Financial Statements to the Dissemination Agent as soon as practicable after they have been approved by the Coverning Body.] A-t EXHIBIT A Form ofAnnual Report Certilicate The undersigned duly appointcd and acting Mayor of the City of Dania Beach, Florida a Florida munrcipality. as Borrower under the Continuing Disclosure Agreement (hereinafter described) (the "Borrowcr"), hcrcby ccrtifies on behalfofthe Borrower pursuant to the Continuing Disclosure Agreement dated as of October l, 2024 (the "Continuing Disclosure Agreement") exccutcd and dclivcrcd by thc Borrower and accepted by Florida League of Cities. Inc., as Dissemination Agent (the "Dissemination Agent"), as follows: 2. Annual Rcrrort. Accompanying this Annual Rcport Certificate is the Annual Report for the fiscal Year ended B1 lN WITNESS WHEREOF, the undersigncd has executcd and dolivered this Annual Report Certificate to the Dissemination Agent. which has receired such certificate and the Annual Rcpon. all as ofthe day ofthc day of City of Dania Beach, Florida, as Borrower By Its: Mavor Acknowlcdgmcnt of Rcccipt: Florida League of Cities, lnc. as Dissemination Agcnt Its EXHIBIT B Form of Section 5(a) Continuing Disclosure Certificate Florida League of Cities. Inc. 301 Bronough Srrcct. Suitc J00 Tallahassee. Florida 32301 The undersigned duly authorized signatory of the City of Dania Beach, Florida (the "Borrowcr") hereby ccrtifies on behalf of the Borrowcr pursuant to thc Continuing Disclosure Agreement dated as of October 1.2024 (the "Continuing Disclosure Agreement") executed and dclivered by the Borower and accepted by Florida League of Citics, Inc., as Disscmination Agent (the "Dissemination Agent"), as follows: 1. Definitions. Capitalized terms used but not def'rned herein shall have the meanings ascribed thereto in the Contrnurng Disclosure Agrccmcnt- 2. Pumosc. Thc Boro'*,cr is dclivcring this Continuing Disclosure Certificate to the Dissemination Agent pursuant to Section 5(a) ofthe Continuing Disclosure Agreement. (a) Financial Information: City of Dania Beach Non-Ad Valorem Revenue Anti-Dilution Test City of Dania Beach Historical Non-Ad Valorem Revenues (b) Operating Data: None 4. Annual Report. Until such time as the Borrower delivers a revised Continuin g Disclosure Certificate and an opinion ofdisclosure counsel to the Dissemination Agent punuant to Section 5 of the Continuing Disclosure Agreement, the Financial Information and Operating Data of the types identified in paragraph 3 ofthis certificate shall be included in the Annual Reports delivered by the Dissemination Agent pursuant to Section 4 ofthe Continuing Disclosure Agreement. B-1 3. Financial. Infbrmation and Operating Data Included in Final Otficial Statement. The tbllowing typcs of Financial Information and Operating Data wcrc includcd in the Final Official Statement for the Bonds and are to be included in the Annual Report: By, Its: lN WITNESS WHEREOF, the undcrsigncd has executcd and dclivcrcd this Continuing Disclosure Certificate to the Dissemination Agent. rvhich has received the same, all as of the dal of City of Dania Beach, Florida, as Borrower By: lts: Mayor Acknou'lcdqmcnt of Receipt: Florida League of Cities, lnc., as Dissemination Agent B-2 EXHIBIT C.I FORNI OF STI}INIAR}'\OTICE OF SALE ll RESOLI] I ION =]O]]- SUMMARY NOTICE OF SALE $_* FLORIDA NTUNICIPAL LOAN COUNCIL REFUNDINC AND IMPROVENIENT REVENUE BO\DS. SERIES 2O2,IC (CITY OF DANIA BE.{CH SERIES) NOTICE IS HEREBY GIVEN that all-or-none bids u,ill be received by the Florida Municipal Loan Council (the "lssuer") for the purchasc of S " Florida Municipal Loan Council Refunding and lmprovement Revenue Bonds, Series 2024C (Cit"v ofDania Beach Series) (thc "2024C Bonds'). ln accordance with thc Oflicial Notice ofSale all bids for the 2024C Bonds must be submitted electronically via Parilv by 10:30 A.M*., Eastem Time on [September 2,1,2024*]. To brd, bidders must be a contracted customer ofthe BiDCOMP,/Parity! competitive bidding system (the "System" or "Parit], ). Prospectile biddcrs thal do not have a contract with the System should call (212) 849-502 1 to becomc a customer and to obtain a list ofthe bidding rules and procedurcs. For t'unher information about Pa ty. potential bidders may contact IHS Markit at .150 Wesr 33rd Street, 5th Floor, Neu, York, NY 1000 I . telephone (212) 849-5021 . The use of Panty shall be at the bidder's risk and expcnsc. and the Issuer shall have no liability with respect thcrcto. Onlybids submitted through Parity willbe considered. Thc Issuer reseNes the right to caDcel or postpone the datc and time eshblished for the rcccipt of bids and to change thc principal amount or amortization ofthe 202.1C Bonds by noticc communicated through Refinitiv TM3 no less than eighteen ( l8) hours prior to the date and time esmblished for receipt ofbids. As rvill be described in rhe Official Notico ofSale, the proceeds to bc received by the lssuer fiom thc sale ofthe 2024C Bonds rvill be used by the Issuer to makc a loan to the City of Dania Bcach, !'lorida (the "Borro*er") pursuant to a loan agrecmcnt between the lssuer and thc Borrower for the purpose ofproviding funds to ( l) finance thc acquisition. construction, and equipping ofcertain capital improvements to the stormwater utility s),stem ofthe Borrower, (2) prepay the outstanding principal amount ofthe Borrower's Capital Improvement Rcvcnue Note. Series 2024 and (3) to pay the costs ofissuancc ofthc 2024C Bonds. The 202.1C Bonds will be issued in fully registered book-entry-only form through the facilities ofThe Depository Trust Company, Neu York. Nen York. as the securities depository. Bcneficial interests in the 2024C Bonds may be sold in dcnominations of 55,000 or integral multiples of 55,000. Settlcmcnt for the 2024C Bonds is expccted to occur on or about [October l0]. 202.1. On or abour September u 31, 2024. the Preliminary Otficial Statement and the OfficialNotice ofSale for the 2024C Bonds may be obtained clcctronically lrom *.rl.-.munios.com. Copics offie Preliminary Official Statement and the Official Noticc of Salc rclating to the 202'1C tsonds will also bc available upon request from thc Issucr's Financial Advisor. Public Rcsources Adr isory Group, lnc.. 150 Second Avcnue Norlh, Suite ,100. St. Petcrsburg. Florida 33701. telephone: (.127\ 822- 3339, email: mjohnston(q,,pragadvisors.com, Attention: Mickey Johnston. FLORIDA MTINICIPAL LOAN COUNCIL Paul Shamoun Director. Financial Services Florida Leaguc ofCitics. Inc., as Administrator tbr the Florida Municipal Loan Council Dated: _, 2024 * Preliminary. sublect to change EXHIBIT C-2 tl RESOLUTION 4]02.1- FORM OF OFFICIAL NOTICE OF SALE OFFICIAL NOTICE OF SALE $_- FLORIDA .\{UNICIPAL LOAN COUNCIL REFUNDING AND IMPROVEMENT REVENUE BONDS, SERIES 2024C (CITY OF DANIA BEACH SERIES) Notice is given that all-or-none bids will be received by the Florida Municipal Loan Council (thc "Issuer") for the purchasc of$ * Florida Municipal Loan Council Refunding and Improvement Revenue Bonds, Series 2024C (City of Dania Beach Series) (the "2024C Bonds"). All bids must be submittcd clcctronically via BiDCOMP/Pantyu by l0:30 A.M.*, Eastem Timc on [September 24 ,) 2024.* To bid on the 2024C Bonds, bidders must be a contracted customer of the BiDCOMP/Parityo competitive bidding systcm (the "System" or "Parity"). Prospective bidders that do not have a contract with the System should call (212) 8.19-5021 to become a customcr and to obtain a list of the biddrng mlcs and procedures. For fuither information about Parity, potential bidders may contact IHS Markit at 450 West 33rd Street, 5th Floor, New York, NY 1 0001 , tclcphone (212) 849-5021. The use of Parity shall be at the bidder's risk and expensc, and the Issuer shall have no liability with respect thereto. Only bids submitted through Parity will be considered. To the extent any instructions or directions set forth on Parity conflrct with this Olficial Notice olSale. the terms ofthis Official Notice ofSale shall control. BOND DETAILS The description of the 202,{C Bonds, the purpose thereof and the security therefor, as set forth in this Official Notice of Sale, is subject in its entirety to the disclosures made in the Preliminary Official Statement. See "DISCLOSURE INFORMATION" herein. The 2024C Bonds will be issued as fully registered bonds, and when executed and delivered, rvill be registered in the name ofCede & Co., as registered owner and nominee for The Depository Trust Company ("DTC"), New York, New York, which will act as securities depository for the 202.{C Bonds. Individual purchases of the 2024C Bonds may be made only in book-entry form in denominations of $5,000 or integral multiples thereof. Purchasers of the 2024C Bonds (the "Beneficial Owners") will not receive physical delivery ofbond certificates. AslongasCede & Co. is the registered owner of the 2024C Bonds as nominee for DTC, payments ofprincipal and interest rvith respect to the 2024C Bonds will be made directly to such registered owner who will in tum remit such principal and interest payments to DTC participants for subsequent disbursement to the Beneficial Owners. The Issuerwill not be responsible for payments to Beneficial Owners. - Preliminary, subject to change The 2024C Bonds will be dated their date ofdelivery (expected to be [October 10,] 2024) or such other date as may be communicated by Refinitiv TM3 not less than eighteen (18) hours prior to the time bids are to be received, and shall bear interest from such date and shall be payable semiannually commencing on April 1, 2025, and on each October I and April I thereafter until maturity at the rate or rates specified in such proposals as may be accepted. The proposed schedule of maturities and amounts are as fbllows: I\ITIAL MATURITY SCHEDULE FOR THE 2024C BONDS Maturity (October l) 10t112025 t01112026 10lt 12027 t0lt 12028 10t1t2029 10t112030 t0nt203t t0lt 12032 101U2033 101U2034 t0lt 12035 101U2036 101U2037 l0/t/2038 t0lt 12039 10nt2040 t0lU204t t0lt 12042 101U2043 10fit2044 10nt2015 r0lt 12046 t0lt 12041 r0nt2048 t0nt2049 tllt 12050 t0t11205t t0t1t2052 l0/ l /2053 1.0t1t2051 Principal Amount* Preliminary; subject to change. "TERM BONDS OPTIONS" as described herein. NOTE: The Issuer reserves the right to modi! the maturity schedule shown above. Any such modification will be communicated through the Refinitiv TM3 (See, "ADJUSTMENT OF PRINCIPAL AMOUNTS" below.) PAYING AGENT AND REGISTRAR The Paying Agent and Rcgistrar for thc 2024C Bonds will be Thc Bank of Ncrv York Mellon Trust Company, N.A. (the "Trustee"). ADJUSTMENT OF PRINCIPAL AMOUNTS The schedule of maturities set forth above (the "Initial Maturity Schedule for the 2024C Bonds") represents an estimate of thc principal amount and matuntics ofthe 2024C Bonds that will be sold. The Issuer reserves the right to change the Initial Maturity Schedule for the 2024C Bonds by announcing any such change not later than 5:00 p.m.. Eastcm time, on the day immediately preceding the date set for receipt ofbids, through Refinitiv TM3. Ifno such change is announced, the lnitial Maturity Schedulc for the 2024C Bonds will be deemed thc schedule of maturities for submission of the bid. Furthermore, if afier final computation of the bids, the Issuer determines in its sole discrction that the funds necessary to accomplish the purpose ofthc 2024C Bonds is morc or less than the proceeds of the sale of all of the 2024C Bonds, the lssuer resen es the right to increase or decreasc the principal amount, by no more than l5% ofthe principal amount ofthe 2024C Bonds (to be rounded to the nearest $5,000) or by such other amount as approved by the winning bidder: provided, that thc aggregate principal amount ofthe 2024C Bonds may not exceed $35,000,000. In the event of any such adjustment, no rcbidding or recalculation of the bids submitted will be required or permitted; and the 2024C Bonds ofeach maturity, as adjusted, will bear interest at the same rate and must have the same initial reoffering yield as specified immediately after award ol the 2024C Bonds of that maturity, the Underwriter's Discount on the 202'lC Bonds as submitted by the successful bidder shall be held constant. The "Underwnter's Discount" shall be detlned as the difference between the purchase price ofthe 2024C Bonds submitted by the bidder and the pnce at which the 2024C Bonds u''ill be issued to the public, calculated from information provided by the bidder, divided by the par amount of the 202.1C Bonds bid. However, the award will be made to the bidder whose bid produces the lowest True Interest Cost rate ("TlC"), calculated as specified herein, solely on the basis ofthe 202.lC Bonds off'ered. without taking into account any adjustment in the amount of 2024C Bonds pursuant to this paragraph. REDEMPTION PROVISIONS -3- The 202,1C Bonds maturing on or before October l, 2034 are not subject to optional redemption prior to their maturities. The 2024C Bonds maturing after October l. 2034 are subject to redemption at the option ofthe Issuer on or after October l, 2034, as a whole or in parl at any time, in any manner detemined by the Trustee in its discretion taking into consideration the maturity ofthe loan (as described in "Authority and Purpose" herein) being prepaid by the City of Dania Beach. Florida (the "Borrower") at a redemption price equal to the principal amormt ofthe 202zlC Bonds to be redeemed, plus accrued interest to the redemption date. TT]RNI BONDS OPTIONS Any bidder may, at its option, spccily that the maturitics of thc 202.1C Bonds matunng after October I, 2014 u,ill consist of term bonds u'hich are subject to mandatory sinking fund rcdemption in consecutivc years immcdiately prcccding thc maturity thercoflcach a "Tcrm Bond") as designated in the bid ofsuch bidder. In the e\ent that the bid ofthe successful bidder specif-res that a permittcd maturity of the 2024C Bonds will bc a Term Bond. such Tcmr Bond rvill bc subjc'ct to mandatory sinking fund redemption on October l. in each applicable year. in the principal amount for such year as set forth hcreinbeforc under thc hcading " lN ITIAL MATURITY SCHEDULE FOR THE 2024C Bonds" at a redemption price equal to the principal amount thereof k) be redccmcd together with accrucd interest thcrcon to the rcdcmption datc, without premium. ,\ T''I'H ORIT\"\ \ D PURPOST- The 2024C Bonds are being issued under thc authority ofthc Constitution of thc Statc of Florida. Chapter 163, Florida Statutes, Chapter 166, Florida Statutes, and other applicable provisions of lau' (collcctively. thc "Act"). an authorizing rcsolution adopted by thc lssuer on August 16. 2024 (he "Resolution"). and the Tntst Indenture dated as of [ ,] 202'{, between the Issuer and thc Trustcc (thc "lndenturc"). Thc proceeds to bc received by thc Issucr from thc salc ofthe 2024C Bonds will be uscd by the Issuer to make a loan (the "Loan") to the Borrower pursuant to a loan agreement' dated as ol [ ,l 2024, betwccn thc Issuer and the Borrower (the ''Loan Agreemcnt") for thc purpose of providing lunds to (l) finance the acquisition, construction, and equipping of certain capital improvements to the stormwater utility system of the Borrower. (2) prepay the outstanding principal amount of the Borrower's Capital lmprorement Revenue Note. Series 202'1 and (l) to pay the costs of issuance of the 2024C Bonds. SEC TIR ITY Payments made by the Borrower to the Issuer in repayment of the Loan (the "Loan Repayments") are rncluded in the trust estate granted by the Issuer to the Trustee pursuant to the Indenture. THE 2024C BONDS ARE NOT A GENERAL DEBT. LIABILITY OR OBLIGATION OF THE ISSUER, BUT ARE LIMITED OBLIGATIONS OF THE ISSUER, PAYABLE SOLELY FROM (D THE PAYMENTS TO BE MADE BY THE BORROWER PURSUANT TO THE LOAN AGREEMENT. (II) ALL AMOUNTS IN CERTAIN FUNDS AND ACCOUNTS CREATED PURSUANT TO THE INDENTURE. AND (III) ALL REVENUES. ANY AND ALL OTHER PROPERTY. RIGHTS AND INTEREST OF EVERY KIND AND NATURE FROM TIME TO TIME HEREAFTER BY DELIVERY OR BY WRITING OF ANY KIND SUBJECTED TO THE INDENTURE, AS AND FOR ADDITIONAL SECURITY FOR THE 202.1C BONDS. BY TTIE ISSUER OR BY ANY OTHER PERSON ON ITS BEHALF OR WITII ITS WRITTEN CONSENT. AS MORE FULLY DESCRIBED IN THE PRELIMINARY OFFICIAL STATEMENT. See "SECURITY AND SOURCES OF PAYMENT The Covenant to Budget and Appropriate" therein. The obligation of the Borrower pursuant to the Loan -4- Agrccment is not a gencral debt, liability or obligation ofthe Borrower, but is a limited obligation ofthe Borro*'er payable from the sources described herein. The 202.1C Bonds and the Loan are not a dcbt, liability or obligation of thc State of Florida or any political subdivision or entity thcreof other than the Issuer and the Borrower. respectively. Proceeds to be received by the Issuer liom the sale of the 2024C Bonds rvill be loaned by the lssucr to thc Borrowcr pursuant to thc Loan Agrc'r'mcnr. The Loan Agreement providcs that the Borrower will appropriate in its annual budget and pay when due amounts ofNon-Ad Valorem Rcvcnues (as dcfincd hcrcin) sufficicnt to make rhe principal. prcmium, ifany. and interest on the Loan (the "Basic Payments"). The aggregate principal, premium. if any, and interest payments includcd in thc Basic Paymcnts schcduled to bc madc by the Borrowcr cqual the schcdutcd debt sen ice on the 2024C Bonds. Pursuant to the Indenture, the Issuer has granted to the Trustee as part ofthe trust estate all of thc lssuer's right, title and intercst (with ccrtain exccptions spccified thcrein) in and to thc Loan Agreement. including the Issuer's right to receive Loan Repayments. as the source ofpayment of and sccurity for the 2024C Bonds. }IU \.. I CIPAL BOND I NSUR{\.'(] f, The purchase of municipal bond insurance, if available, will be at the option and expense ofthe bidder. The successful bidder will be responsible fbr the payment ofall costs associated with any such insurance, including the premium charged by rhe insurer. The bidder understands, by submission of its bid, that the bidder is solely responsible fbr the selection of any insurer and fbr all negotiations with the insurer as to the premium to be paid. Ifall or a portion ofthe 2024C Bonds are awarded on an insured basis, ret'erence to the insurance policy will appear on the 202;tC Bonds and in the Official Statement; however, the provisions of the financing documents will not be altered nor will the Issuer or Borrower consent to make additional representations, undertakincs or g,arranties. In addition, if the successful bidder is arranging for bond insurance lor all or a portion of the 2024C Bonds. it also shall provide the amount ofthe premium to be paid and cenification that the present value of the premium is less than the present value of the interest reasonably expected to be saved as a result of the insurance and that the premium does not exceed a reasonable arms- length charge ibr the transfer of credit risk accomplished through the bond insurance. Insured ratings with the use of bond insurance, if required, are to be applied for by the successfut bidder, and costs incurred for such ratings must be paid at the successful bidder's expense. T]}IDERLYING R,{TINGS S&P Global Ratings has assigned an underlying municipal bond rating of" " ( outlook) to the 2024C Bonds. The rating report ofsuch agency will be made available elecrronically upon -5- "Non-Ad Valorem Revenues" means all revenues of the Borrower other than revenues qeneratcd from ad valorcm taxation on real or personal property, and which arc lcgally availablc to nake the Loan Repayments. request to the Issucr's Financial Advisor, Public Resourccs Advisory Group, Inc., 150 Sccond Arenue North. Suite 400. St. Petersburg. Florida 33701. (727) 822-3339, mj ohnston(a- praeadvisors. corn. Attention: Mickc I Johnston (thc "Financial Adr isor") TERMS OF BID AND BASIS OF AWARD Proposals must be unconditronal and for the purchase of all of the 2024C Bonds. The aggregate purchase price, inclusive of original issue discount ("OID'). original issue premium ("OlP") and underwriter's discount may not be lcss than 98%o ofthe principal amount ofthc 2024C Bonds. The 2024C Bonds shall bear inlerest expressed in multiples of one-eighth (1/8) or one- twentrcth ( 1/20) of one ( I ) pcr centum. The usc of split or supplemental intercst coupons will not be considered and a zero rate or blank rate will not be permined. All 2024C Bonds maturing on the same date shall bear tho same rate of interest. The 2024C Bonds rvill be awarded to thc bidder offcrlng to purchase thc 2024C Bonds at the lowest annual interest cost computed on a TIC basis. The annual TIC *'ill be determined by doubling thc scmi-annual intcrest rate nccassary to discount the semi-annual debt scrvicc payments on the 202.+C Bonds back to the Net Bond Proceeds (defined as the par amount of the 2024C Bonds. plus any OIP, less any OID and underwritcrs' discount on the 2024C Bonds, calculated on a 360-day year to the Closing Date, as deltned below). The TIC must be calculated to tbur (4) decimal places. If more than one bid offcrs thc samc lowest TlC, the successful bid will bc sclected by lot tiom among all such bids. NO BID SHALL BE ACCEPTED WITH A TIC GREATER THAN 6.00%. THE ISSUER R-ESERVES THE RIGHT TO REJECT ALL BIDS OR ANY BID NOT CONFORMING TO THIS OFFICIAL NOTICE OF SALE. THE TSSUER ALSO RESERVES THE RIGHT TO WAIVE. IF PERMITTED BY LAW, ANY IRRECULARITY OR INFORMALITY IN ANY PROPOSAL. THE ISSUER SHALL NOT RIJECT ANY CONFORMING BID. LINLESS ALL CONFORMING BIDS ARE REJECTED. G0OD FAITH DEPOSIT If the Issuer selects a uinning bid, then the successful bidder must submit a "Good Faith Deposit" (the "Deposit") to the Issuer in the lbrm of a wire transfer in the amount of [$-] not later than 5:00 p.m., Eastem time on the day of the sale. The Deposit of the successful bidder will be collected and the proceeds thereof retained by the Issuer to be applied as partial payment fbr the 2024C Bonds and no interest will be allowed or paid upon the amount thereof. but in the event the successful bidder shall tail to comply with the terms of the bid, the proceeds thereof will be retained as and for full liquidated damages. STANDAR-D FILINGS, CHARGES AND CLOSING DOCUMENTS The winning bidder will be required to make the standard filings and maintain the appropriate records routinely required pursuant to MSRB Rules G-8, G-l I and G-36. The winning -6- bidder will be requircd to pay thc standard MSRB chargc fbr the 2024C Bonds purchased. [n addition. those u,ho are members of SIFMA will be required to pay SIFMA's standard charge per bond. Thc winning bidder will also be required to execute ccrtain closing documents rcquired by Flonda law or required by Bond Counsel (as defined below) in connection with the delivery of its tax opinion. See "DISCLOSURE; AMENDMENTS TO NOTICE OF SALE; NOTIFICATION OBLIGATIONS OF PURCHASER" herein. CUSIP NUMBERS The lssuer will assume no obligation for the assignment of CUSIP numbers to the 2024C Bonds or for thc correctness of any such numbers printed thereon, but the lssuer will permit such printing to be done at the expense ofthe purchaser, provided that such printing does not result in any dclay ofthe datc of delivery of thc2024C Bonds. The Issuer's Financial Adl'isor will rcquest the assignment of CUSIP numbers pnor to the sale ofthe 2024C Bonds. DELIVERY OF THE 2024C BONDS The Issuer will pay the cost of preparing the 2024C Bonds. The successful bidder is rcsponsible for DTC eligibility and rclated DTC costs. Delivery ofand payment for the 2024C Bonds w'ill be via DTC Fast on or about [October 101,2024 (the "Closing Date") in New York, Nerv York, or such othcr time and place mutually acceptable to thc successful bidder and the lssuer. Payment ofthe full purchase price, less the Deposit, shall be made to the Issuer not later than l2:00 P.M., Eastcm time on the Closing Date, in Federal Rcsene Funds of thc United States of Amcric:r, without cost to the lssuer. The legal opinion of Bryant Miller Olive P.A. ("Bond Counsel") rvill be fumished without charge to the successful bidder at the time of delivery of the 2024C Bonds. For a further discussion ofthe content ofthat opinion and the proposed lbrm ofthe approving opinion, see the Preliminary Official Statement for the 2024C Bonds. The legal opinion of Nabors, Giblin & Nickerson, P.A., Disclosure Counsel, with respect to certain matters conceming the final Ofhcial Statement will be fumrshed without charge to the successful bidder at the time ofdeliverv ofthe 2024C Bonds. There u,ill also be fumished at the time of delivery of the 2024C Bonds, a certificate or ceftificates ofthe Issuer (which may be included in a consolidated closing certificate) relating to the accuracy and completeness of the Official Statement; and stating, among other things, that there is no litigation or administrative action or proceeding pending or, to the knowledge of the Issuer. threatened, at the time ofdelivery of the 202,1C Bonds. (a) to restrain or enjoin or seeking to restrain or enjoin the issuance and delivery ofthe 2024C Bonds or (b) affecting the validity of the 2024C Bonds, and that the Preliminary Olficial Statement has been deemed by the Issuer to be a "final official statement" for purposes ofSEC Rule l5c2-12(bX3) and (4). The successful bidder will be responsible for the clearance or exemplion with respect to the status of the 2024C Bonds for sale under the securities or "BIue Sky" laws of the several states and the preparation ofany suweys or memoranda in connection with such sale. -7- ESTABI,ISH}I[NT OF ISSUE PRICE The winning bidder shall assist the Issuer in establishing the issue price olthe 2024C Bonds and shall cxecute and dcliver to thc lssucr on or prior to the closing date for thc 2024C Bonds an "issue price" or similar certificate setting forth the reasonably expected initial otterin-s prices to the public or the actual sales pricc or prices of thc 202,1C Bonds, together rvith thc supponing pricing wires or equivalent communications, substantially in the applicable form attached hereto as Exhibit A-2, with such modifications as may bc appropriatc or ncccssary. in the reasonablc judgment ofthe winning bidder, the Issuer and Bond Counsel. (l) the Issuer has disseminated this Official Notice of Sale to potential underwritcrs in a manner that is rcasonably dcsigned to rcach potential undcnvriters; (3) the Issuer may rcceivc bids from at lcast three underwritcrs ol municipal bonds who have established industry reputations for underwriting new issuances of municipal bonds: and (4) the Issuer anticipates awarding the sale ofthe 2024C Bonds to the bidder who submits a firm ofl'er to purchase the 2024C Bonds at the lowest true interest cost, as set forth in this Official Notice of Sale. Any bid submitted pursuant to this Official Notice ofSale shall be considered a firm olfer fbr the purchase of the 2024C Bonds, as specified in the bid. BY SUBMITTINC A BID l-OR THE2O24C BONDS, A BIDDER REPRESENTS AND WARRANTS TO THE ISSUER TTIAT THE BIDDER HAS AN ESTABLISHED INDUSTRY REPUTATION FOR UNDERWRITING NEW ISSUANCES OF MLTNICIPAL BONDS SUCH AS THE 2024C BONDS AND SUCH BIDDER'S BID IS SUBMITTED FOR AND ON BEHALF OF SUCH BIDDER BY AN OFFICER OR AGENT WHO IS DULY AUTHORIZED TO BIND THE BIDDER TO A LEGAL, VALID AND ENFORCEABLE CONTRACT FOR THE PURCHASE OF THE 2024C BONDS. Once the bids are communicated electronically via the Panty System to the Issuer. each bid will constitute an irrevocable oft'er to purchase the 2024C Bonds on the terms herein and therein provrded. In the event that the competitive sale requirements are not satisfied. the [ssuer shall so advise the winning bidder. In such case, the Issuer shall treat the tirst price at which l0% ofa maturity of the 202,tC Bonds is sold to the public (the "10% test") as the issue pnce of that maturity. applied on a marurity-by-maturit-v basis. The winning bidder shall advise the Issuer if any maturity ofthe 2024C Bonds satisfies the 109/n test as ofthe date and time olthe au'ard ofthe 2024C Bonds. The Issuer will not require bidders to comply with the "hold-the-ot1'ering-price -tt- The Issuer intends that the provisions of Treasury Regulation Section 1.148-l(t)(-3Xi) ldcfining "compctitivc sale" for purposcs ofcstablishing the issuc pricc ofthc 2024C Bonds) will apply to the initial sale ofthe 2024C Bonds ("competitive sale requirements")because: (2) all bidders shall have an cqual opportunity to bid; rulc" set fodh in Treasury Rcgulation Section 1.148- 1(1)(2)(iD and thcrefore does not intend to use the initial offering price to the public as ofthe sale date ofany maturity ofthe 202.1C Bonds as the issuc price of that maturity. Bids will not be subjcct to cancellation in thc cvent that thc competiti\e sale requirements are not satistled.Bidders should prepare their bids on the assumDtion that all of the maturitics of the 2024C Bonds will be subi ect to the l0oZ tcst in order to establish the issue price ofthe 2024C BorIdS If the competitive sale requirements are not satisfied, then until the l0% test has been satisfied as to cach maturity of the 2024C Bonds, the winning bidder agrccs to promptly report to the Issuer the prices at which the unsold 2024C Bonds of each matunty have been sold to the public. That reporting obligation shall continue, whcthcr or not the closing date for the 2024C Bonds has occurred, until the l0% test has been satisfied for each maturity or until all 2024C Bonds ofthat matunty havc been sold. By submitting a bid and if the competitive salc rcquirements are not met, each biddcr contlrms that: (i) any agreement among underwriters, any selling group agreement and each retail distribution agreement (to which the biddcr is a party) relating to the initial salc of the 2024C Bonds to the public, together with the related pricing wires, contains or will contain language obligating each undcrwriter, each dealer who is a member ofthc selling group, and each broker- dealer that is a party to such retail distribution agreement, as applicable, to report the prices at which it sells to the public thc unsold 202.{C Bonds ofeach maturity allotted to it until it is notified by the winning bidder that either the 10% test has been satisfied as to the 2024C Bonds ol that maturity or all2024C Bonds of that maturity har.'e been sold to thc public. if and for so long as directed by the winning bidder and as set fbrth in the related pricing wires, and (ii) any agreement among underwriters relating to the initial sale ofthe 2024C Bonds to the public, together with the related pricing wires- contains or lvill contain language obligating each underwriter that is a party to a retail distribution a-qreement to be employed in connection with the initial sale ofthe 2024C Bonds to the public to require each broker-dealer that is a party to such retail distribution agreement to report the prices at which it sells to the public the unsold 2024C Bonds ofeach maturity allotted to it until it is notified by the winning bidder or such underwriter that either the 10o/o test has been satisfied as to the 2024C Bonds of that maturity or all 2024C Bonds of that maturity have been sold to the public. if and for so long as directed by the winning bidder or such underwriter and as sel lonh in the related pricing wires. Sales of any 2024C Bonds to any person that is a related party to an underwriter shall not constitute sales to the public fbr purposes of this Official Notice of Sale. Further. for purposes of this Official Notice ol Sale: (i) "public" means any person other than an underwriter or a related party, (ii) "underwriter" means (A) any person that agrees pursuant to a written contract (i.e. this Official Notice of Sale) with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale ofthe 2024C1 Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to parlicipate in the initial sale ofthe 2024C Bonds 9- to thc public (including a mcmbcr of a sclling group or a party to a rctail distributron agreerlent participating in the initial sale of the 2024C Bonds to the public). (iii) a purchaser ofany ofthe 2024C Bonds is a "related party" to an undenvriter if thc underwriter and thc purchaser arc subjcct. directly or indircctly. to (i) at least 509ir common ownership of the voting power or the total value oftheir stock, ifboth entities are corporations (including dircct ownership by one corporation of another), (ii) morc than 50'% common ownership of their capital interests or profits interests, if both entities are partncrships (including direct ownership by one pannership of anoher). or (iii) more than 50%o conlmon ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of thc panncrship. as applicablc. if one entrty is a corporation and the other entity is a pannership (including direct ownership of the applicablc stock or intcrcsts by one entity ofthc othcr), and (iv) "sale datc" means the date that thc 2024C Bonds are awarded by thc Issuer to the winning bidder. DISCLOSURE: AIIENDIIENTS TO NOTICE OF SALET NOTIFICATION OBLIGATIONS OF PURCHASER This Official Noticc of Sale is not intendcd as a disclosurc document and biddcrs arc required to obtain and carefirlly review the Preliminary Otlicial Statement before submitting a bid. This Oltlcial Notice of Sale may be amended fiom time to time afier its initial publicatron by publication of amendments thereto not less than eighteen (18) hours pnor to the bid date and time by Refinitiv TM3. Each bidder will be charged with the responsibility of obtaining any such amendments and complying wrth the terms thereof. Prior to delivery ofthe 2024C Bonds to the successful bidder. the successful bidder shall file with the Issuer a statement as described in Section 21 8.38( I )(c)2, Florida Statutes, containing the underwriting spread (including management fee. ifany), and the amount ofany fee. bonus or gratuity paid in connection with the 202-1C Bonds to any person not regularly employed by the successful bidder. This statement shall be filed with the Issuer even if no such management f'ee or underwriting spread has been charged by the successtirl bidder or no such t'ee, bonus or gratuiry has been paid by the successful bidder, and such filing shall be a condition precedent to the delivery ofthe 2024C Bonds by the Issuer to the successful bidder. The successtul bidder. by submitting its bid, agrees to furnish to the Issuer and Bond Counsel a certificate veritying information as to lhe bona fide initial offerin-s prices or yields of the 2024C Bonds to the public and sales ofthe 202.1C Bonds appropriate fbr determination ofthe issue price of', and the yield on. the 2024f1 Bonds under the Internal Rerenue Code of 1986, as amended, in the form attached hereto as Erhibit A-2, and such other documentation as and at the time requested by Bond Counsel. The successful bidder shall also verifi its winning bid in wnting to the [ssuer by executing a pnnted copy of its winning bid as reported on Parity. -10- The winning bidder is required to provide a Truth in Bonding Statement pursuant to Sectron 218.385, Florida Statutes, and to disclose the payment of any "findcr's f'cc" pursuant to Section 218.386, Florida Statutes, prior to the award of the 202,1C Bonds, as set forth in Exhibit A-1 to this Official Notice of Sale. OFFICIAL STATEMENT The Issuer shall fumish at its expense within sevcn (7) busincss days after the 2024C Bonds have been awarded to the successful bidder, or at least tlve (5) business days before the Closing Date. rvhichever is earlier, a reasonable numbcr of copics of thc final Official Statement. which, in the judgment of the Financial Advisor will permit the successful bidder to comply with applicable SEC and MSRB rules. The successful bidder may arrangc for additional copics ofthc final Official Statement at its expense. CONTINUING DISCLOSUR.E In compliance with Securities and Exchange Commission Rule 1 5c2- 12 under the Securitics Exchangc Act of 1934, as amended (17 CFR Part 240, 240.15c2-12) (the "Rule"), the lssuer and the Borrower have each entered into a covenant (a "Continuing Disclosure Agreement") that constitutes the written undertaking for the benefit of the holders of the Bonds required by Section (b)(5)(i) of the Rule. The forms of the Continuing Disclosure Agreements for the Borrower and the Issuer are containcd in Appendices A and B of the Preliminary Official Statement. As noted elsewhere in the Preliminary Of-flcial Statement, the 2024C Bonds constitute the thirty-second series ofbonds issued by the Issuer. The Issuer's pnor bond issues funded loans to various borrowers (the "Prior Borrowers"), in a fashion similar to that described herein with respect to the 2024C Bonds. In connection with its prior bond issues, the Issuer and each of the Pnor Borrowers entered into continuing disclosure agreements (the "Prior Undertakings") pursuant to the Rule. Pursuant to the Prior Undertakings. the Issuer and each Prior Borrower agreed to provide certain annual financial infbrmation on or before certain specified dates after the end ofeach fiscal year olthe Issuer and the respective Prior Borrowers. DISCLOSURE INFORN'IATION Copres of the Preliminary Oflicial Statement "deemed final" (except for permitted omissions) by the Issuer in accordance with SEC Rule l5c2-12 must be obtained from the Financial Advisor, Public Resources Advisory Group, Inc., 150 Second Avenue North, Suite 400, St. Petersburg, Florida 33701, (.727) 822-3339, before a bid is submitted. The Issuer's Preliminary Official Statement and Official Notice of Sale are also available for viewing in electronic format at http:,/r'www.munios.com. -l l- FLORIDA MUNICIPAL LOAN COUNCIL B,v ,'s/ Paul Shamoun Director, Financial Services Florida League of Cities, lnc., as Administrator lbr the Florida Municipal Loan Council -).2- EXHIBIT A-I TRUTH-IN-BONDING AND DISCLOSURE STATENIENT In compliance with Scction 2l 8.385, Florida Statutes, as amcndcd, thc undersigned bidder submits the following Truth-In-Bonding Statement with respect to the Florida Municipal Loan Council, Series 2024C (City of Dania Beach Series) (thc "Bonds") (NOTE: For information purposes only and not a part ofthe bid): The Florida Municipal Loan Council (the "Issuer") is proposing to issue $[ ]. of the Bonds forthc purpose of making a loan (the "Loan") to thc City of Dania Beach. Florida (the "Borrower" pursuant to the Loan Agreement, dated as of [ ,] 2024 (the "Loan Agrccmcnt"). between the lssuer and the Borror'r,'cr to providc funds to llnance the acquisition, construction. and equipping of certain capital improvcmcnts within the Borrower. The Bonds arc expcctcd to bc rcpaid ovcr a period of approximately years. At a true interest rate of_ 7o, total interest paid ovcr thc lifc of the Bonds rvill be $_. The source of rcpalmcnt or security for the Bonds are the payments to be madc by the Borrower pursuant to the Loan Agreement and all amounts in certain funds and accounts created pursuant to thc Trust Indenture, dated as of [ ,] 2024, betwccn the lssuer and Bank of New York Mellon, N.A. The Loan Agreement provides that the Borower will appropriatc in its annual budget and pay when due amounts of Non-Ad Valorem Revenues (as defined herein) sufficient to make the principal of. premium, if any. and interest on the Loan (the "Basic Payments"). The aggregate principal, premium, if any, and interest payments included in the Basic Payments scheduled to be made by the Borrower equal the scheduled debt service on the Bonds. "Non-Ad Valorem Revenues" means all revenues of the Borrower other than revenues generated from ad valorem taxation on real or personal property, and which are legally available to make the Loan Repayr.rents. Authorizing the Bonds r.vill result in approximately S[ ](representing the average annual debt sen'ice with respect to the Bonds) of Non-Ad Valorem Revenues of the Borrower not being available for other services or purposes of the Borrower each year lor approximately [ ] years. In compliance with Section 218.386, Florida Statutes, the undersigned, on behalfofitself and all other members of the undenvriting group, if any, hereby certifies that neither it nor any member of the underwritrng group have pard any "finder's fees" as defined in Section 2t8.386, Florida Statutes, or any bonus, fee or gratuity in connection with the sale of the Bonds, except as provided below: Bidder's Name ' Preliminary. subject to change A-2-1 By: TitIC Date EXHIBIT A-2 CERTIFICATE WITH RESPECT TO ''ISSUE PRICE'' Thc undcrsigncd. on bchalf of "). hereby represents and warrants that it has an established industry reputation for underwriting new issuances ofmunicipal bonds and ccrtifics as sct forth bclorv with rcspect to the sale ofthe above-captioned obligatrons (the "Bonds"). [Alternate I - Competitive Safe Harhor MetJ Reasonably Erpecte-d hritial Offering Price (a) As ofthe Sale Date, the reasonably expected initial offcnng prices ofthe Bonds to the Public by arc thc priccs listcd in Schedule A (the "Expected Offering Prices"). The Expected Oliering Prices are the prices fbr the Maturities of the Bonds used bv in formulating its bid to purchase the Bonds Attached as Schedule B are true and correct copies ofthe bid provided by to purchase the Bonds and the pricing wire or equivalent communication fbr the Bonds was not given the opportunity to review other bids prior to submitting its bid (c) The bid submitted by constituted a firm offer to purchase the Bonds.l [Alternate 2 - Competitive Sale Requirements Not Met - General Rule to Appl,,-J Sale ofthe Bonds. As ofthe date ofthis ceftitlcate , for each Maturity of the Bonds, the first price at which at least l0% of such Maturity of the Bonds was sold to the Public is the respective price listed in Schedule A. Each maturity of the Bonds of which at least l0o/0 of such maturity has not yet been sold to the public (the "Unsold Bonds") is also identified in Schedule A. Attached as Schedule B are true and correct copies of the bid provided by to purchase has andthe Bonds. and the pricine rvire or equivalent communication for the Bonds. will comply with the requirements set fofth under the heading "Establishment of Issue Price Clertificate" in the Official Notice ofSale for the Bonds, including reporting on the sale prices of the Unsold Bonds after the date hereofas provrded therein.l (b) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates. or Bonds with the same maturity date but different stated interest rates, are treated as separate Maturities. (c) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Undenvriter. The term "related party" fbr purposes ofthis certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. Il (b ) tl A-2-l 2. Def,rned Tems. (a) lssuer means the Florida Municipal Loan Council. (d) Sale Date means the first day on whrch there is a binding contract in writing fbr the sale ofa Maturity ofthe Bonds. The Sale Date ofthe Bonds is [September 24], 2024. (e) Undentriter means (i) any person that agrees pursuant to a written contract with the Issucr (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale ofthe Bonds to the Public, and (ii) any person that agrees pursuant to a uritten contract dircctly or indirectly with a person described in clausc (i) of this paragraph to participatc in thc initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in thc initial sale ofthe Bonds to the Public). The representations sct forth in this ccrtificate are limited to factual matters only. Nothing in this certificate represents _'s interpretation of any laws, including specifically Secrions 103 and 148 of the Intemal Revenuc Codc of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the tbregoing information will be relied upon by the Issuer with respect to ceftain of the reprcscntations set forth in the Certificate as to Arbitrage and Cerlain Other Tax Matters relating to the Bonds and r.vith respect to compliance with the federal income tax rules affectrng thc Bonds, and by Bryant Miller Olive P.A. in connection with rendering its opinion that the inlerest on the Bonds is excluded from gross income for f'ederal income tax purposes, the preparation of thc Intcmal Revenue Service Form 8038-G, and othcr federal income tax adrice that it may give to the Issuer from time to time relating to the Bonds. By [Name] Dated:2024 A-2-2 SCHEDULE 1 EXPECTED OFFERING PRICES OR PRICES OF SOLD AND UNSOLD BONDS Sch- I SCHEDULE 2 COPY OF UNDERWRITER'S BID AND PRICING WIRE Sch-2 EXHIBIT D FORM OF PRELIMINARY OFFICIAL STATEMENT NGN Draft No.4 8/1/24 991.17 NEW ISSUE _ BOOK.ENTRY ONLY RATINGS: See "Ratings" herein. In the opinion of bond counsel, assuming compliance by the Issuer and the Borrower 'trith certain corenants, under existing stdhttes, regulations and judicial decisions, the interest on the Bonds will be excluded from gross income lor federul income tax purposes of the holders thereof and will not be dn item of tax preference for purposes of the federal dhemative tuinim m tax,- hohever, i terest on the Bonds may be included in the "adjusted financial statement income" ol certai "applicable corporations" that dre subject to the l5-percent altematiye minimutu trLx under section 55 ofthe Intemal Revenue Code of'1986, as amended. See "T.A-Y MATTERS" hereinfor a descriptioh ofother tLLy consequences to holders ofthe Bonds. $ FLORIDA MUNICIPAL LOAN COUNCIL REFUNDING AND IMPROVEMENT RE\'ENUE BONDS, SERIES 2024C (City of Dania Beach Series) Dated: Date of Delivery Due: October l, as shown on the inside cover The Florida Municipal Loan Council's S_* Refunding and lmprovement Revenue Bonds, Series 2024C (City of Dania Bcach Series) (the "Bonds") are being issued by the Florida Municipal Loan CoLrncil (the "Issuer"). The Issuer is a separate legal entity created pursuant to an Interlocal Agreement entcrcd into initially by and among the City of Stuart, the City of Deland and the City of Rockledge, each of which is a Florida municipality. The Bonds are being issued as fully registered bonds and, when issued, rvill be registered in thc name of Cede & Co., as nominee of Thc Dcpository Trust Company, New York, New York ("DTC"). DTC rvill act as securities depository lbr the Bonds- Purchases of beneficial interests in the Bonds will be made in book-entry form only, in the denomination of $5,000 or any integral multiple thereof. Purchasers of beneficial interests in the Bonds lvill not receive ceftificates representing their interests in the Bonds so purchased. So long as Cede & Co. is the registered owner of the Bonds, references herein to the registered owners shall mean Cede & Co., and shall not mean the Beneficial Owners (as defined herein) of the Bonds. See "THE BONDS -- Book-Entry Only System" herein for fuither infomation. lnterest on the Bonds is payable semiannually on each April I and October l, commencing April l, 2025. The principal of, premrum, if any, and interest on the Bonds will be paid through The Bank of New York Mellon Trust Company, N.A.. as trustee (the "Trustee"), as described herein. So long as DTC or its nominee, Cede & Co., is the registered orvner, such payments will be made directly to Cede & Co. Disbursement of such payments to the DTC Participants (as defined herein) is the responsibility of DTC, and disbursement of such payments to Beneficial Owners is the responsibility of the DTC Participants and the Indirect Participants (as defined herein), as more fully described herein. Certain of the Bonds are subject to optional redemption prior to maturity and niay be subject to mandatory redemption prior to maturity. See "THE BONDS - Redemption Provisions" herein for lurther information. PRELIMINARY OFFICIAL STATEMENT DATED SEPTEMBER , 2024 Thc procccds to bc received by the Issucr fiom the sale ofthe Bonds will bc uscd by thc Issuer to make a loan (the "Loan") to the City ol Dania Beach. Florida (the "Borrower"), pursuant to a loan agrccmcnt between the lssucr and the Borrower (thc "Loan Agreement") tbr the purposes of (i) providing funds to llnance the costs of the acquisition, construction, and cquipping of ccrtain capital improvements, including. but not limited to, stormwater systcm improvements (the "Project") (ii) prepaying the outstanding principal amount of the City's Capital Improvemcnt Rcvcnuc Notc, Scrics 2024 (thc "Scrics 2024 Notc"), and (iii) paying costs and expenses related to the issuance of the Bonds. Payments made by the Borrorver to the Issuer in repayment of the Loan (the "Loan Repayments") are includcd in the trust estate grantcd by the Issuer to thc Trustee pursuant to a Trust Indenture. dated as of October l, 2024, between the lssuer and the Trustee (the " Indenture"). Electronic bids for the Bonds rvill be received through the BiDCOIIP/Paritv@ Electronic Bid Submission S)'stem as described in the Official Notice of Sale. As set forth in the Otficial Notice of Sale, the purchase of municipal bond insurance. if available. u'ill be at thc option and expcnsc of thc bidder. The succcssful bidder will be responsible for procuring any such insurance and the payment of all costs associated with such insurance, including thc premium chargcd by thc insurer. Insured ratings with the use of bond insurance, if required, are to be applied fbr by the sucoessful bidder, and costs incurred for such ratings must be paid at the successful biddcr's expcnse. See "Municipal Bond lnsurancc" in thc Oftlcial Notice of Sale. THE BONDS ARE \OT A GENERAL DEBT. LIABILITY OR OBLIGATION OF THE ISSUER, BUT ARE LIMITED OBLIGATIONS OF THE ISSUER, PAY,{BLE SOLELY FROM (I) THE PAY}IENTS TO BE }L{DE BY THE BORRO\\'ER PURSUANT TO THE LOAN AGREEIIENT, (II) ALL AMOUNTS IN CERTAIN FUNDS AND ACCOUNTS CREATED PURSUANT TO THE INDENTURE, AND (III) ALL REVENUES, ANY AND ALL OTHER PROPERTY, RIGHTS AND INTEREST OF EVERY KIND AND NATURE FROM TI}IE TO TIN'IE HEREAI.-TER BY DELIVERY OR BY WRITINC OF ANY KIND SUBJECTED TO THE INDENTURE, AS AND FOR ADDITIO\AL SECURITY FOR THE BONDS. BY THE ISSUER OR BY ANY OTHER PERSON O).I ITS BEHALF OR WITH ITS WRITTEN CONSENT, AS NIORE FULLY DESCRIBED HERIIIN. See "SECURITY A:{D SOURCES OF PAY\IENT - The Covenant to Budget and Appropriate" herein. The obligation of the Borro$'er pursuant to the Loan Agreement is not a general debt, liability or obligation of the Borrower, but is a limited obligation of the Borrorver pa-vable from the sources descrihed herein. The Bonds and the Loan are not a debt, liabilitv or obligation of the State of Florida or any political subdivision or entitv thcreof other than the lssuer and the Borrower, respectively. This cover page contains certain inlormation lor quick reference only, It is not a summary of the issue. Investors must read the entire Official Statement to obtain information essentia[ to the making of an informed investment decision. SEE THE INSIDE COVER FOR MATURITIES. PRINCIPAL AMOLINTS. INTEREST RATES. YIELDS. PRICES AND INITIAL CUSIP NUMBERS. The Bonds are oflered when, as, and if issued and received bl the Undentriter, suhjeLt to the approval of legali4' and tax-exempt status by Bryant l iller Olive P.,1., Tallahassee, Fkrida, Bond Counsel. Certain legal matters will be passed upon for the Issuer hy David Cntz, Esq., counsel to the Issuer, as deputy general crtunsel to the Fktrida League of Cities, Inc., by Nahors, Giblin & Nickerson, P.A., Tampa, Florida, Disclosure Cotmsel to the Issuer and ./'or the Borntver ht Eve Boutsis, Esq., Daniu Beach, Floridu, counsel to the Borrower. Public Resources Advisory Group, Inc., St. Petersburg, Florida, has setv^ed ds financial advisor to the Issuer in connection with the Bonds. Florida League / Cities, lnc. is the administrator of the Issuer's hond progrdm. It is expected that the Bonds will be available./br delivery through the facilities of DTC in New York, New York, on or about October 2021. The date olthis Ofiicial Statement is September _, 202.1 *Prcliminary, subjcct to change II-{'I'URI'TIES. PRINCIPAL,\I\IOU)iTS. I\I'T-RT-S1' R-{'I'!-S. YIELDS. PRICES,{\D I\ITIAL CL-SIP \L\IBERS $ FLORIDA MUNICIPAL LOAN COUNCIL REFUNDING AND IMPROVEMENT REVENUE BONDS. SERIES 2024C (Citl of Dania Beach Series) lnterest Rate Yield Maturity (October I ) Principal Amount Price Initial CUSIP No.t* 2025 2026 2027 2028 2029 2030 203 r 7032 2033 2034 203s 2036 203'7 2038 2039 2040 2o1l 2042 2043 2044 2045 2046 2017 2048 2049 2050 2051 2052 2053 2054 *Prcliminary, subjcct to changc. **Neither the Issuer, the Borrower nor the Underwriter shall be responsible for the use o[ CUSIP numbcrs, nor is any rcpresentation madc as to thcir correctncss. Thcy are includcd solely for the convenience of the readers of this Official Statement. I Price calculatcd to tlrst optional rcdemption datc ofOctobcr 1.2034. Florida )lunicipal l-oan Council c/o Florida League of Cities, Inc. 301 South Bronough Street, Suite 300 Tallahassee. Florida 32301 (850) 222-9684 Directors Chairman Isaac Salver, Vice Mayor, Town of Bay Harbor Islands Dan Janson. Councilman. Jacksonville Beach Diana Adams, Deputy Mayor, West Melbourne Holly Smith, Councilmember, City of Sanibel Susan Starkey, Vice Mayor. Torvn of Davie Leo E. Longworth, Mayor. City of Bartow Teresa Watkins Brown, Councilmember, City of Fort Myers Attorney David Cruz. Esq. Tallahassee, Florida Bond Counsel Bryant Miller Olivc P.A. Tallahassee. Florida Disclosu re Counsel Nabors, Giblin & Nickcrson, P.A Tampa. Florida Financial Advisor Public Resourccs Advisory Group. [nc. St. Petersburg, Florida Program Administrator Florida League of Citics, Inc. Tallahassee. Florida NO BROKER. DEALER. SALESMAN OR OTHER PHRSON HAS BEEN AUTTIORIZED BY THE ISSUER OR THE BORROWER TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS OFFICIAL STATEMENT. AND IF GIVEN OR MADE. SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVINC BEEN AUTHORIZED BY ANY OF THE FOREGOING. THIS OFFICIAL STATEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY OF THE BONDS AND THERE SHALL BE NO OFFER. SOLICITATION. OR SALE OF THE BONDS BY ANY PERSON IN ANY JURISDICTION IN WHICH tT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH OFFER. SOLICITATION. OR SALE. THE INFORMATION SET FORTH HEREIN HAS BEEN OBTAINED FROM PUBLIC DOCUMENTS. RECORDS AND OTHER SOURCES WHICH ARE BELIEVED TO BE RELIABLE. BUT IT IS NOT GUARANTEED AS TO ACCURACY OR COMPLETENESS. THE INFORMATION AND EXPRESSIONS OF OPINION HEREIN CONTAINED ARE SUBJECT TO CHANGE WITHOUT NOTICE. AND NEITHER THE DELIVERY OF THIS OFFICIAL STATEMENT NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE INTHE AFFAIRS OF THE ISSUER OR THE BORROWER SINCE THE DATE HEREOF. CERTAIN OF THE INFORMATION HEREIN REGARDING THE BORROWER IS BEYOND THE KNOWLEDGE OF THE ISSUER. WHILE THE ISSUER HAS NO REASON TO BELIEVE THAT SUCH INFORMATION IS INCOMPLETE OR INACCURATE, THE ISSUER HAS NOT INDEPENDENTLY INVESTIGATED OR CONFIRMED THE ACCURACY OR COMPLETENESS THEREOF AND HAS INCLUDED SUCH INFORMATION IN THIS OFFICIAL STATEMENT IN RELIANCE UPON THE REPRESENTATION AND WARRANTY OF THE BORROWER THAT SUCH INFORMATION DOES NOT CONTAIN ANY T]NTRUE STATEMENT OF A MATERIAL FACT AND DOES NOT OMIT TO STATE ANY MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS MADE HEREIN, IN THE LIGHT OF T}IE CIRCUMSTANCES UNDER WHICH THEY ARE MADE. NOT MISLEADING. The order and placement of materials in this Ofllcial Statement, including the Appendices. are not to be deemed a detemtination of relevance, materially or importance. and this Otficial Statement. including the Appendices. must be considered in its entirety. The THE BONDS HAVE NOT BEEN REGISTERED LTNDER THE SECURITIES ACT OF I9]3, NOR HAS THE INDENTURE BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF I939. IN RELIANCE UPON EXEMPTIONS CONTAINED IN SUCH ACTS. THE REGISTRATION OR QUALIFICATION OF THE BONDS LINDER THE SECURITIES LAWS OF THE JURISDICTIONS IN WHICH THEY HAVE BEEN REGISTERED OR QUALIFIED. IF ANY, SHOULD NOT BE REGARDED AS A RECOMMENDATION THEREOF. NEITHER THESE JURISDICTIONS NOR ANY OF THEIR AGENCIES HAVE PASSED UPON THE MERITS OF THE BONDS oR THE ACCURACY OR COMPLETENF-SS OF THIS OFFICIAL STATEMENT. captions and headings in this Ol'ficial Statement are for convenicnce only and in no way delinc. limit or describe the scope or intent, or alfect the meaning or construction, of any provisions or sections in this Offlcial Statcment. Thc offering of the Bonds is madc only by means of this entire Ofl'rcial Statement. Ref'erences to website addresses presented in this Otficial Statement are fbr informational purposes only and may bc in thc form ofa hlperlink solcly for thc reader's convcniencc. Unless specified otherwise, such websites and the infbrmation or links contained therein are not incorporatcd into, and are not part of, this Official Statemcnt. Ccrtain statements includcd or incorporated by rcfcrcnce in this Official Statement constitute "lonvardJooking statements." Such statements generally are identifiable by the terminology used, such as "plan", "expect". "estimate", "project", "forccast", "budgct" or other similar words. The achievement of certain results or other expectations contained in such fonvardJooking statements involve knorvn and unknown risks, uncenaintics and other factors that may cause actual results, pertbrmance or achievements described to be materially difl'erent lrom any future rcsults, pcrformance or achicvcments cxpressed or implied by such forward- looking statements. The Issuer does not plan to issue any updates or revisions to those tbrward- looking statements if or rvhen its cxpcctations or events, conditions or circumstances on which such statements are based occur. THIS OFFICIAL STATEMENT SHALL NOT CONSTITUTE A:'{ OFFER TO SELL OR THE SOLICITATION OF A1{ OFFER TO BUY' NOR SHALL THERE BY ANY SALE OF THE BONDS BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLA\I'FUL FOR SUCH PERSON TO MAKE SUCH OFFER, SOLICITATION OR SALE. THIS OFFICIAL STATEME}IT IS BEINC PROVIDED TO PROSPECTIVE PURCHASERS EITHER IN BOUND PRINTED FORM (''ORIGINAL BOUND FORNTAT'') OR IN ELECTRONIC FORMAT ON THE WEBSITE: W\\N.NIU){IOS.CONI. THIS OFFICIAL STATEMENT MAY BE RELIED UPON ONLY IF IT IS I\ ITS ORICINAL BOUND I-ORIIAT OR IF IT IS PRIN'[ED I\ FULI, DIRECTI,Y FROM SUCH WEBSITE, THE UNDERWRITER HAS PROVIDED THE FOLLOWING SENTENCE FOR INCLUSION IN THIS OFFICIAL STATEMENT. THE UNDERWRITER HAS REVIEWED THE INFORMATION IN THIS OFFICIAL STATEMENT IN ACCORDANCE WITH, AND AS PART OF. ITS RESPONSIBILITIES TO INVESTORS LTNDER THE FEDERAL SECURITIES LAWS AS APPLIED TO THE FACTS AND CIRCUMSTANCES OF THIS TRANSACTION. BUT THE UNDERWRITER DOES NOT GUARANTEE THE ACCURACY OR COMPLETENESS OF SUC]H INFORMATION. FOR PURPOSES OF COMPLIANCE WITII RULE l5c2-12 OF THE UNITED STATES SECURITY AND EXCHANGE COMMISSION, AS AMENDED AND IN EFFECT ON THE DATE HEREOF. THIS PRELIMINARY OFFICIAL STATEMENT CONSTITUTES AN OFFICIAL STATEMENT OF THE ISSUER THAT HAS BEEN DEEMED FINAL BY THE ISSUER AND THE BORROWER AS OF ITS DATE. EXCEPT F-OR THE OMISSION OF NO MORE THAN THE INFORMATION PERMITTED BY RULE I5c2-12. (The Tablc ofContents for this Official Statcment is for conveniencc ofreferencc only and is not intended to detlne, limit or describe the scope or content of any provisions of this Official Statcment.) Paee General Description ................. Redcmptron Provrsrons ........................... Book-Entry Only System...... No Assurance Regarding DTC Practiccs Registration, Transt'er and Exchange...... TIIE ISSUER THE ADMINISTRATOR AND THE ADMINISTRATION AGREEMENT.. The Administrator......................... The Administration Agreement THE BORROWER........................ PURPOSE OF THE BONDS.............. Gcncral SECURITY AND SOURCES OF PAYMENT Limited Obli.eations; Trust Estate The Covenant to Budget and Appropriate........... No Reserve Fund................... Anti-Dilution Covenant Additional Bonds; Permitted Parity lndebtedness Other Obligations Payable from Non-Ad Valorem Rer.enues .. t8 Outstanding Indebtedness; Calculation of Anti-Dilution Test Compliance: Historical Pro I 3 3 3 5 8 8 9 .. l0 .. l0 l0 ll ll ll t2 t3 t3 l3 t7 t7 l8 Forma Debt Sen ice Coverage. Anti-DilLrtion Test Compliance City Pension Plans..................- INVESTMENT CONSIDERATIONS General Limited Special Obligations .. Limited Remedies Under the Indenture and Loan Agreement Bankruptcy Risks Pledging of Non-Ad Valorem Rer enue Sources No Feasibility Consultant ...... Clrmale Change Issues ........... Cybersecunry.... Impacrs ol' COVID- I 9............ DEBT SERVICE REQUIREMENTS TAX MATTERS Genera1.............. 20 2l 73 23 23 23 24 24 24 25 25 25 26 27 28 28 TABLE OF CONTENTS ESTIMATED SOURCES AND USES Intbrmation Rcporting and Backup Withholding ................- Other Tax Matters........................ Tax Treatment of Original Issue Discount.... Tax Treatment of Bond Premium LITICATION.... LEGAL MATTERS...................... FINANCIAL STATEMENTS. RATINGS UNDERWRTTTNG......... ............. FINANCIAL ADVISOR TO THE ISSUER (,ONTINU ING DISCLOSURE... DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS MrscELLANEOUS ..................... 29 29 30 l0 3l 3l 32 3l -32 33 33 1.1 35 APPENDIX A APPENDIX B APPENDIX C APPENDIX D APPENDIX E APPENDIX F Form of Continuing Disclosure Agreement for Borrorver Form ofContinuing Disclosure Agreement for Issucr Form ofthe Indenture Form ofthc Loan Agrecmcnt Form of Opinion ofBond Counsel Financial Information Regarding the City of Dania Beach, Florida OFFICIAL STATEMENT Relating to :t FLORIDA NIUNICIPAL LOAN COUNCIL REFUNDING AND IMPROVEMENT REVENUE BONDS, SERIES 2024C (Cit-v of Dania Beach Scries) INTRODUCTIO}i The purpose ol this Ofllcial Statement, including the cover page and the Appendices hereto, is to furnish ccrtain information rvith rcspcct to the onginal issuance and salc of S_* Refunding and Improvement Revenue Bonds, Series 2024C lCity of Dania Beach Series) (thc "Bonds") to be issued by thc Florida Municipal Loan Council (the "lssuer"). This lntroduction is only a bricf description of thc matters dcscribcd in this Official Statement, and a fu[ review of this Of]icial Statement should be undertaken by potential investors in the Bonds. This Official Statcment speaks only as of its datc. and the information contained herein is subject to change. The lssuer is a separate legal entity under the larvs of the State of Florida. The Issuer was creatcd by an Interlocal Agreement (the "Interlocal Agrcemcnt"), datcd December I, 1998, initially among the City of Stuart, the City of Deland and the City of Rockledge, each of which is a Florida municipality. Subsequent to that date, other Florida municipalities and counties have joined in the Interlocal Agreement, including Gadsden County, Flonda. Jackson County, Florida and Leon County. Florida. The Bonds are being issued pursuant to the Constitution of the State of Florida, Chapter 161, Florida Statutes, Chapter 166, Florida Statutes, and other applicable provisions of law (collectively, the "Act"). an authorizing resolution adopted by the Issuer on August 16, 2024, and a Trust lndenture (the "lndenture"), dated as of October 1,2024. between the Issuer and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"). The Bonds are being issued to provide funds to make a loan to the City of Dania Beach, Flonda (the "Borrower") pursuant to a Loan Agreement, dated as of October 1, 2024, between the Issuer and the Borrower (the "Loan Agreement"). The Borrower will use proceeds of the loan made to it by the Issuer (the "Loan") to (i) finance or reimburse itself tbr a portion oi the costs of acquiring, constructing, and equipping certain capital improvements. including, but not limited to, storrnwater system improvements (the "Project") (ii) prepay the outstanding principal amount of the Borrower's Capital Improvement Revenue Note, Series 2024 (the "Series 2024 Note"), and (iii) to pay the costs of issuance ofthe Bonds. Pursuant to the Loan Agreement. the Borrower has agreed to make payments (the "Basic Payments") in such amounts and at such times as shall be sufficient to pay the principal of, premium. if any, and interest on the Loan when due. The Basic Payments correlate to the debt I*Preliminary. subject to change. scrvicc on the Bonds. The aggrcgate schedulcd Basic Paymcnts under the Loan Agreemcnt equals the scheduled payments of principal and interest on the Bonds. The Basic Payments fbr thc Borrower are sct fbrth herein under the caption "DEBT SERVICE REQUIREMENTS.' The Basic Payments and the Additional Payments are jointly referrcd to as the "Loan Repayments." The Borrower has agreed in the Loan Agreement to appropriate in its annual budget, by amcndmcnt, if rcquircd, and to pay whcn due undcr the Loan Agrcement, as promptly as moncy becomes available, amounts of Non-Ad Valorem Revenues (hereinatler defined) of the Borrorver sufficicnt to satisfy thc Loan Rcpayment obligations of thc Borrower. "Non-Ad Valorcm Revenues" means all revenues ol the Borrower other than revenues generaled liom ad valoreni taxation on rcal or personal property, and which are lcgally availablc b makc the Loan Repayments. Pursuant to the Indenture, the Issuer has granted to the Trustee as part of the trust estate establishcd thereby all of thc Issucr's right, titlc and interest (with certain exccplions specificd therein) in and to the Loan Agreement. THE BONDS ARE NOT A GENERAL DEBT, LIABII,ITY OR OBLIGATION OF THE ISSUER, BUT ARE LIMITED OBLIGATIONS OF THE ISSUER, PAYABLE SOI,ELY FROI\I (I) THE PAY}IENTS TO BE }IADE BY THE BORRO\\'ER PURSUANT TO THE LOAN AGREENIENT, (II) ALL AMOUNTS IN CERTAIN FUNDS AND ACCOUNTS CREATED PURSUANT TO THE ]NDENTURE, AND (IID ALI, REVENUES, ANY AND ALL OTHER PROPERTY, RIGHTS AND INTERI,ST OF EVERY KTND AND NATURE FROM TIME 'TO TINIE HEREAFTER BY DELIVERY OR BY WRITING OF ANY KIND SUBJECTED TO THE I\DENTURE. AS AND FOR ADDITIO\AL SI]CURITY FOR THE BONDS. BY THE ISSUER OR BY AN}'OTHER PERSON ON ITS BEHALF OR WITH ITS WRITTEN CONSENT (COLLECTIVELY, THE "TRUST ESTATE"), AS MORE FULLY DESCRIBED HEREIN. See "SECURII'Y AND SOURCES OF PAYMENT - The Covenant to Budget and Appropriate" herein. The obligation of the Borrorrer pursuant to the Loan Agreement is not a general debt, liabilitv or obligation ofthe Borro*er, but is a limited obligation ofthe Borron'er palable from the sources described herein. The Bonds and the [,oan are not a d€bt, Iiabilitv or obligation of the State of Florida (the "State") or any political subdivision or entity thereof other thtn the lssuer and the Borrower, respectively. There tbllows in this Otlicial Statement descriptions of the Bonds, the Issuer, the Borrou'er and certain other matters. The descriptions and intbrmation contained herein do not purport to be complete, comprehensive, or definitive, and all relerences herein to documents or ) Pursuant to the Loan Agrcement, the Borrower also agrees to makc certain othcr payments (the "Additional Payments"), including. but not limited to. the fees and expenses ofthe lssucr. the Administrator (as dcscribed under the hcading "THE ADMINISTRATOR AND THE ADMINISTRATION AGREEMENT," below) and the Trustee. and any 1bes, including any rebatc obligation !,,'ith rcspect to thc Bonds. rclatcd to thc Loan. rcports arc qualillcd in thcir entircty by rcferencc to the complcte text of such documcnts or reports. Unless otherwise detlned herein. terms used in capitalized form in this Oificial Statcmcnt shall havc the samc mcanings as in thc Indcnturc or thc Loan Agrccment. Scc Appendices C and D fbr definitions of certain terms used in this Otllcial Statement. THE BONDS Gcncral Description The Bonds are being issued as fully registered bonds without coupons in principal dcnominations of 55,000 or any intcgral multiplc thcrcof (thc "Authorizcd Dcnominations"). The Bonds will be dated as of the date of their initial issuance and delivery. rvill bear interest from that datc at thc rates per annum and rvill maturc on the datcs and in thc amounts set forth on the inside cover page of this Olficial Statement. The Bonds will be subject to the redemption provisions set forth bclow. Intercst on thc Bonds will be computed on the basis of a 360-day year consisting of twelve 30-day months and will be payable semiannually on each April I and Octobcr I (each. an "Interest Paymsnt Datq,"). commencing April l,2025. The principal and premium, if any, of thc Bonds shall bc payablc s'hen due by check, upon presentation and surrender of the Bonds at the Designated Office of the Trustee, and intcrcst will be payable by check mailed by thc Trustee on each Intcrest Payment Date to thc holders of the Bonds registered as such as of the Record Date; provided. horvever, that at the cxpcnse of and upon the written rcquest of a holdcr of $1,000.000 or morc. intcrcst will be paid by wire transfer to an account in the United Stales. The Record Date with respecl to any lnteresl Payment Date is the fifteenth day of the calendar month preceding such lnterest Payment Date. For so long as the book-entry only system of ownership of the Bonds is in eft'ect, payments of principal, premium, ifany, and interest on the Bonds wilI be made as described under the caption "Book-Entry Only System" below. All payments of principal ot-, premium, if any, and interest on the Bonds shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender fbr the payment ofpublic and private debts. Redemption Provisions Op tional Redemption The Bonds maturing on or befbre October l, 2034 arc not subject to optional redemption pnor to their maturities. The Bonds maturing after October 1,2034 arc subject to redemption at the option ofthe Issuer on or alier October l, 2034 as a whole or in part at any time. in any manner as determined by the Trustee in its discretion taking into consideration the maturity of the Loan prepaid by the Borrower, at the Redemption Price 1as defined in the lndenture) equal to the principal amount of the Bonds to be redeemed, plus accrued interest to the redemption date. Schcduled Mandatory Redcmptron. Thc Bonds maturin g on Octobcr l. 20_ arc subject to mandatory redemption, in part. by lot. at Redemption Prices equal to 100% of the principal amount thcreofplus intcrest accrucd to the rcdcmption date, bcginning on October l. 20_ and on each October I thereafler, in the tbllowing principal amount in the follorving year: Year *Maturity, not a redemption Sclcction of Bonds to be Rcdecnicd Thc Bonds mal bc rcdccmcd only in thc principal amount of an Authorized Denomination. The Bonds or portions of the Bonds to be redeemed shall, exccpt as otherwiss describcd above or as spccified in thc Indenturc, be selcctcd by thc Registrar by lot or in such other manner as the Issuer in its discretion may deem appropriate. Notice of Redemption. In the case ofele ry redemption, notice ofthe call fbr redemption shall bc givcn by the Trustce as Registrar (thc "Registrar") by mailing a copy of the rcdcmption notice, identifj/ing the Bonds or portions thereof to be redeemed, (a) by first class mail at least thirfy (30) days prior to thc date fixcd for redemption to the Owner ofeach Bond to bc redeemcd in w'hole or in part at the address shown on the Bond Register. and (b) in addition to the mailing of the notice described above, the Registrar shall give additional notice of the redernption of Bonds in accordance with any regulation or release of the Municipal Securities Rulemaking Board or govemmental agency or body from time to time applicable to such Bonds. No defect in any notice delivered pursuant to clause (b) above nor any tailure to give all or any portion of such notice shall in any manner defeat the effectiveness of a call for redemption if notice is given as prescribetl in clause (a) above. Any notice mailed as provided in the Indenture shall be conclusively presumed to have been duly given, u,hether or not the Owner or any other recipient receives the notice. In the case of an optional redemption, any notice of redemption may state that (l) it is conditioned upon the deposit of moneys, in an amount equal to the amount necessary to effect the redemption. with the Registrar, Paying Agent or a fiduciary institutton ucting as eserou, asent no later than the redemption date or (2) the lssuer retains the right to rescind such notice on or prior to the scheduled redemption date (in either case, a "Conditional Redemption"). and such notice and optional rcdcmption shall bc ofno cfltct if such moneys are not so depositcd or if the notice is rescinded as described in this section. Any such notice ofConditional Redemption shall .1 Principal Amount Each notice oi redemption given under the Indenture sball contain 1i) infbrmation identifying the Bonds or portions thereof to be redeemed, (ii) the CUSIP numbers ol all Bonds berng redeemed: (iii) the date of issue of the Bonds as originally issued; (iv) rhe rate of interesr bome by each Bond beine redeemed; (\ ) the maturity date of each Bond being redeemed; (r'i) a brief description, if applicable, of any conditions that must be satisfied prior to the redemprion of the Bonds being redeemed; and (vii) any other descriptive infom.ration needed to identify accurately the Bonds being redeemed; provided. however. that no nolice shall be deemed defective ifthe information required in clause (i) above is provided in such norice. bc captioncd "Conditional Noticc of Rcdcmption." Any Conditional Redemption may bc rescinded at any time prior to the redemption date if the Issuer delivers a written direction to the Rcgistrar dirccting thc Rcgistrar to rcscind thc rcdemption notice. Thc Registrar shall givc prompt notice of such rescission to the affected Bondholders. Any Bonds subject to Conditional Rcdemption where redemption has bgcn rcscindcd shall rcmain Outstanding, and ncither the rescission nor the failure by the Issuer to make such funds al ailable shall constitute an Event of Dcfault under the Indcnturc. Thc Registrar shall givc immediate noticc to thc securitiL-s infbrmation repositories and the afl'ected Bondholders that the redemption did not occur and that the affected Bonds callcd for redcmption and not so paid remain Outstanding. Effcct of Calling for Redemption. On thc redemption date, the principal amount of the Bonds to be redeemed. together rvith the accrued interest thereon to such date. shall become due and payablc; and fiom and after such date, noticc (if rcquircd) having bccn givcn and moneys available firr such redemption being on deposit rvith the Trustee in accordance with the provisions of the Indenturc, then notwithstanding that any Bonds called for rcdcmption shall not have been surrendered. no t'urther interest shall accrue on any of such Bonds or portions thereof to be redecmed. From and after such date of rcdemption (such notice having been given and moneys available solely tbr such redemption being on deposit with the Trustee). the Bonds or portions thcrcof to be redcL'med shall not be decmcd to bc Outstanding under the [ndcnture and the Issuer shall be under no further liability in respect thereof. Book-Entrv 0nlv Svstem The inlbrmation provided immediately below concerning DTC and the Book-Entry Only Slstem has been obtainetl from DTC and is not guaranteed as to accuracy or completeness bv, und is not to be conslrued as a representation b1', the Under--riter, lhe lssuer, the Trustee or the Boruower. Unless the book-entry system descnbed herein is terminated, DTC will act as securities depository lbr the Bonds. The Bonds will be issued as fu[y-registered secunties registered in the name ofCede & Co. (DTC's partnership nominee) or such other name as may be requested by an aurhorized representative of DTC. One or more fully-registered bond certiflcates wrll be issued fbr the Bonds, and will be deposited rvith the Registrar on behalf of DTC. Individual purchases of beneficial interests in the Bonds will be made in increments of 55,000 or integral multiples thereof. DT(' and its Particinants. DTC , the world's largest securities depository, is a limited- purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning ol the New York Banking Larv. a member of the Federal Resen'e Svstem. a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section l7A of the Securities Exchange Act of 193.1, as amended. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues. and money market instmments (tiom over 100 countries) that DTC's participants ("Direct Participants") deposit with DTC. DTtl also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized Purchases. Purchases of the Bonds under the DTC s ystenr must be made by or through Direct Participants, which will receive a crcdit for thc Bonds on DTC's records. Thc owncrship interest of each actual purchaser of each Bond ("Beneficial Owner") is in tum to be recorded on thc Direct and Indircct Participants' rccords. Benct'icial Ou,ncrs will not reccivc written confirmation liom DTC oftheir purchases. Beneficial Owners are, horvever. expected to receive writtcn confirmations providing details of rhc transactions, as well as pcriodic statements of thcir holdings, tiom the Direct or lndirect Pafiicipants through rvhich the Beneficial Owner entered into the transaction. Transfers of orvncrship interests in the Bonds arc to bc accomplishcd by entries made on the books of Direct and Indirect Participants acting on behalf of Beneticial Owners. Bcncficial Owners will not rcccivc cortificatcs representing thcir oll,ncrship intcrcsts in the Bonds, except in the event that use ofthe book-entry system lbr the Bonds is discontinued. Transfers. To t'acilitate subsequent transt'ers, all Bonds deposited by Direct Participants with DTC arc registcred in the namc of DTC's partncrship nomincc. Cede & Co., or such orher name as may be requested by an authorized representative of DTC. The deposit of the Bonds with DTC and their rcgistration in the namc of Ccdc & Co. or such other DTC nomince do nor elfect any change in beneficial ownership. DTC has no knowledge of the acrual Beneficial Owners olthc Bonds: DTC's rccords reflect only the idcntity ofthc Direct Participants to whose accounts such Bonds are credited. rvhich may or may not be the Beneficial Owners. The Direct and Indircct Participants will rcrnain responsible for kccping account of thcir holdings on behalf of their customers. Notices. Conveyance of notices and other communications by DTC to Direct Participants. by Dircct Participants to Indircct Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be govemed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect lrom time to time. Beneficial Owners ol'the Bonds may u'ish to take certain steps to augment the transmission to them of notices of significant events &ith respect to the Bonds, such as redemptions. tenders. detiults, and proposed amendments to the Bond documents. For example, Beneticial Ouners of Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the altemative, Beneflcial Owners may wish 6 book-cntry transf'crs and pledges bctwccn Dircct Participants' accounts. This climinatcs thc nced tbr physical movement of securities certiflcates. Direct Participants include both U.S. and non- U.S. securitics brokcrs and dealcrs. banks. trust companies. clcaring corporations, and ccrtain other organizations. DTC is a rvholly-owned subsidiary of The Depository Trust & Clearing Corporation ('DTCC"). DTCC is the holding company for DTC, National Sccuntics Clcanng Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owncd by thc uscrs of its rcgulated subsidiarics. Access to thc DTC systcm is also available to others such as both U.S. and non-U.S. securities brokers and dealers. banks. trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("lndirect Participants"). DTC has a Standard & Poor's Rating of AA-. Thc DTC Rulcs applicable to its Direct and lndirect Partrcipants are on tile with the Securities and Exchange Commission. More information about DTC can bc found at www.dtcc.com. Thc contents ofsuch websitc do not constitute a part of this Ollicial Statement. to provide their names and addrcsscs to the Registrar and rcquest that copies of notices be provided directly to them. Redemption notices shall be sent to DTC. Ifless than all ofthe Bonds within an issue are bcing redecmcd. DTC's practicc is to determine by lot the amount of thc interest of cach Dircct Participant in such issue to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respcct to thc Bonds unless authorized by a Dircct Participant in accordancc with DTC's procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the issuer as soon as possiblc aftcr thc record datc. The Omnibus Proxy assigns Cede & Co.'s consenting or votins rights to those Direct Participants to whose accounts lhe Bonds are credited on the record date lidcntified in a listing attachcd to the Omnibus Proxy). NEITHTJR THE ISSUER NOR THE REGISTRAR WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO SUCH PARTICIPANTS OR THE PERSONS FOR WHOM THEY ACT AS NOMINEES WITH RESPECT TO THE PAYMENTS TO OR THE PROVIDING OF NOTICE FOR THE DTC PARTICIPANTS, THE INDIRECT PARTICIPANTS OR THE BENEFICIAL OWNERS OF THE BONDS. THE ISSUER CANNOT PROVIDE ANY ASSURANCE THAT DTC, DIRECT PARTICIPANTS OR OTHERS WILL DISTRIBUTE PAYMENTS OF PRINCIPAL OF. PREMruM. IF ANY, OR INTEREST ON THE BONDS PAID TO DTC OR ITS NOMINEE, AS THE REGISTERED OWNER. OR ANY NOTICES TO THE BENEFICIAL OWNERS. OR THAT THEY WILL DO SO ON A TIMELY BASIS. OR THAT DTC WILL ACT IN THE MANNER DESCRIBED IN THIS OFFICIAL STATEMENT. Payments. Payments on thc Bonds will bc madc to Ccde & Co., or such othcr nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corrcsponding detail information from the Registrar on the relevant payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Bcneficial Owners will be gol'emed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bcarcr form or rcgistcrcd in "strcct namc." and will bc the responsibility of such Participant and not of DTC, the Registrar, or the Issuer subject to any statutory or regulatory rcquirements as may be in ct'fcct from timc to time. Paymcnt to Ccde & Co. (or such other nominee as may be requested by an authorized representati\e ofDTC) is the responsibility ofthe Rcgrstrar, disburscment of such payments to Direct Participants will bc thc rcsponsibility of DTC, and disbursement of such payments to the Benelicial Owners will be the responsibility of Dircct end Indircct Panicipants. Discontinuance of Boo k Entrv-Onlv Svstem. DTC nra y discontinue providing its ser.'.ces as depository with respect to the Bonds at any time by giving reasonable notice to the Issuer or the Registrar. Under such circumstances. in the event that a successor depository is not obtained. cenificated Bonds are required to be printed and delivered to the holders of record. 7 No Assurancc Regarding DTC Practices Thc tbregoing information in this section concerning DTC and DTC's book-cntry systcm has been obtained from sources that the Issuer believes to be reliable. but the Issuer. the Borrower, thc Underwritcr and the Rcgistrar takc no rcsponsibility for thc accuracy thcreof. So long as Cedc & Co. is the registcrcd owner of the Bonds as nomincc of DTC. relerences herein to the holders or registered owners of the Bonds will mean Cede & Co. and will not mcan the Beneficial Owners of the Bonds. Neithcr thc Issucr, the Borrower, the Registrar nor the Undcr*'ritcr rvill havc any responsibility or obligation to the Participants, DTC or the persons fbr whom they act with rcspcct to (i) the accuracy ol any records maintained by DTC or by any Direct or lndiroct Participant of DTC, (ii) payments or the providing of notice to the Direct Parlicipants. the lndircct Partrcipants or thc Beneficial Owners. (iii) the sclcction by DTC or by any Direct or Indirect Participant of any Beneticial Owner lo receive payment in the event of a partial redemption of the Bonds or (iv) any other action taken by DTC or its partncrship nominee, as owner of the Bonds. Registration, Transfer and Exchange Subject to the provisions described above under "-- Book Entry-Only System" while the Bonds arc hcld under a book entry systcm of rcgistration, thc Issuer shall causc books for thc registration and transfer of the Bonds, as provided in the Indenture. to be kept by the Regisrrar. Upon surrendcr for transfcr ofany Bond at the Dcsignatcd Office ofthc Rcgistrar, accompanied by an assignment duly executed by the registered Owner or his attomey-in-fact duly authorized in u'riting, thc Issucr shall execute and the Registrar shall authenticate and dcliver in thc name of the transferee or transt'erees a new Bond or Bonds tbr a like aggregate principal amount. Bonds ofthe same type may be exchanged at the Designated O|ice ofthe Registrar lbr a like aggregate pnncipal amount of Bonds of other Authorized Denominations. The Issuer shall execute and the Registrar shall authenticate and deliver the Bonds which the Bondholder making the exchangc is entitled to rcccivc- bcaring numbcrs not contcmporaneously outstanding. The Registrar shall not be required to (a) transfer or exchange any Bonds during the l0 days next preceding any day upon which notice of redemption of Bonds is to be mailed; or (b) transfer or exchange any Bonds selected, called, or being called for redemption in whole or in part. s Thc lssucr may dccide to discontinue use of thc systcm ol book entry-only transfers through DTC (or a successor securities depository) with respect to the Bonds. Under current industry practiccs, howcrcr, DTC would notifu its Direct or lndircct Participants of thc lssuer's decision. but u,ill only withdraw beneticial interests from a Bond aI the request of any Direct or lndirect Participant. [n that event, certificates tbr the Bonds vvill be printcd and dclivcrcd. Thc pcrson in whosc namc any Bond shall bc rcgistered shall bc dcemed and rcgardcd by the Trustee. the Registrar. the Paying Agent. and the Issuer as the absolute Owner thereol lbr all purposes, and payment of or on account of the principal of, premium, if any, or interest on any Bond shall be made only to or upon the rvritten order ofthe registered Owner thereofor his legal rcprcscntativc, subject to thc prolisions of the lndcnture, and neithcr thc Issuer, the Trustcc, thc Paying Agent. nor the Registrar shall be affected by any notice to the contrary, but such registration may bc changcd as hereinabovc providcd. All such payments shall bc valid and effectual to satisty and discharge the liability upon such Bond to the extent of the sum or sums paid. A rcasonable transfcr charge may be madc for any exchangc or transfer of thc Bond and the Registrar shall require the payment by any Bondholder requesting exchange or transfer of a sum sufficicnt to cover any tax or other govcmmcntal charge rcquircd to be paid with rcspcct to such exchange or transfer and a sum sufficient to pay the cost ofpreparing each new Bond issued upon such cxchange or transfcr. t'H t_ I sst l_ R Thc lssuer was created pursuant to the Florida Interlocal Cooperation Act of 1969, Section 163.01, Florida Statutes. as amended, through the Interlocal Agreement described above. The Issuer is a separate legal entity created fbr the purpose of enabling participating municipalitics and counties or othcr participating govcrnmental entities to finance or rcfinance (including reimbursement of prior expenditures) undertakings on a cost-et't-ective basis. The Bonds arc bcing issued in furthcrance ofthe Issucr's program (the "Program") ofmaking loans to participating governmental units. Pursuant to the Interlocal Agreement, tlie Issuer has the power to issuc. from time to time, in various series, bonds. notes or other obligations to financc and rellnance loans to participating govemmental entities. Membership in the lssuer consists of those govemmental entities which from time to lime have been admittcd to mcmbcrship by the affirmativc vote oltwo-thirds of the board of dircctors of the lssuer and which have joined in the Interlocal Agreement. While membership in the Issuer is open to other governmental entities, membership in the Issuer is not a pre-condition to becoming a borrower under the Program. The Issuer is govemed by a board ofdirectors which consists ofnot less than one or more than seven elected public officials, each of which shall be appointed by the President of the Flonda League of Cities. Inc. There is no limitation upon the term of ot'fice of a director, and directors serve until the expiration ol their term in elected office, their resignation or their removal. A director may be removed upon the atflrmative vote of at least two-thirds of the members of the Issuer. The duration of the Issuer shall continue so long as any obligation of the Issuer or any obligation of any participatinu govemmental entity issued under the Program remains outstanding. 9 Thc Bonds constitute the thirty-third scries of bonds to be issued by the lssucr. twclvc of rvhich. inclusive of the Bonds, are currently outstanding. The current Board of Directors of the Issuer consists of the lollorving elected otficials Chairman Isaac Salver. Vice Mayor, Town of Bay Harbor Islands Dan Janson. Councilman. Jacksonville Beach Diana Adams, Deputy Mayor. West Melbourne Holly Smith, Councilmembcr, City of Sanibe I Susan Starkey. Vice Mayor. Town of Davie Leo E. Longwonh, Mayor, City of Bartow Teresa Watkins Brown. Councilmember, City of Fon Myers THE,{D\II\ISTRATOR A\D THE AD\II\IS'TRATION A(;REE\IE\T The Administrator The Administrator ofthe Issuer's Program is the Florida League of Cities. Inc., a Florida non-profit corporation cstablished in I922. The mission of the Administrator, as outlincd in its chaner, is primarily to provide assistance to Florida municipalities on matters of common intercst. The Adminrstrator will providc loan origination and administration scn'ices undcr thc lndenture pursuant to the Administration Agreement (hereinafter described). The Administrator is organized on a non-stock membership basis. The members of the Administrator consist ofover 400 Florida cities and counties. The Administrator is govemed by a Board of Directors consisting of up to 55 members. Directors are elected by the members of the Administrator. In addition to loan pool origination and administration services, the Administrator provides senices to its members in the areas of pool insurance and advice on current and emerging constitutional, legislative, and regulatory issues. The Administrator has 201 ftlll-tinre employees and an annual operating budget of approximately S53.3 million. The Bonds are not obligations of the Administrator. The Administrator is neith€r obligated nor expected to advance its own funds to pay principal of or interest on the Bonds or to perform the other obligations of the Issuer under the Indenture. The Administration Agre€ment The Issuer and the Administrator have Agreement (he "Administration Agreement"). entered into an ongoing Under the terms of the Administration Administration t0 ln addition to the Issuer's eleven outstanding bond issues (inclusive of the Bonds). the Administrator has also provided loan origination and administration services in connection with other prior loan pools established by entities other than the Issuer and. in that capacity. has participated in the origination ofnumerous loans to Florida municipalities and counties. Agrccment. the Administrator a_grccs to receivc and review app[cations of municipalities and counties to participate in the Program and to lbrward the same to any institutions as may be providing credit support for the Program. The Administrator agrccs to meet with represcntativcs of applicants and to aid applicants in determining whether to participate in the Program. The Administrator agrccs to abide by thc terms of thc Indcnture and to usc its bcst cfforts to cnsurc that the Loan complies with the terms of the Indenture. Under the terms of the Administration Agrccmcnt. thc Administrator is to bc paid a semi-annual fec bascd upon thc principal balancc of all loans outstanding. For bonds issued on or alter April l. 2016 under the Issuer's fixed rate bond program, thc fcc shall be computcd annually for the Borrowcr at the ratc of l0rl00 of l% (.001) of the principal balance outstanding on the Bonds. with a minimum annual f'ee of S I ,500 and a maximum annual fee ofS10.000. THE BORRO\\'ER CERTAIN OF THE INFORMATION HEREIN REGARDING THE BORROWER IS BEYOND THE KNOWLEDGE OF THE ISSUER. WHILE THE ISSUER HAS NO REASON TO BELIEVE THAT SUCH INFORMATION IS INCOMPLETE OR INACCURATE, THE ISSUER HAS NOT INDEPENDENTLY INVESTIGATED OR CONFIRMED THE ACCURACY OR COMPLETENESS THEREOF AND HAS INCLUDED SUCH INFORMATION IN THIS OFFICIAL STATEMENT IN RELIANCE UPON THE REPRESENTATIONS AND WARRANTIES OF THE BORROWER THAT SUCH INFORMATION DOES NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT AND DOES NOT OMIT TO STATE ANY MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS MADE HEREIN, IN THE LIGHT OF THE CIRCUMSTANCES L,INDER WHICH THEY ARE MADE, NOT MISLEADING. The Borrou,er is a Florida municipality located in Broward County immediately south of the Fort Lauderdale-Hollyrvood Intemational Airport. Port Everglades, and the Broward County Convention Center. Financial information with respect to the Borrou'er is contained in APPENDIX F hereot. See also "SECURITY AND SOURCES OF PAYMENT - Outstanding Borrower Indebtedness; Calculations of Anti-Dilution Test Compliance; Historical Pro Forma Debt Sen ice Cor erage" herein. PURPOSE OF I'HE BONDS Gcncral The proceeds to be received by the Issuer fiom the sale ofthe Bonds will be used by the Issuer to make the Loan to the Borrower for the purpose of providing funds to (i) finance the costs of the Project, (ii) prepay the Series 2024 Note; and (iii) pay costs and expenses related to the issuance of the Bonds. Under the terms of the Indenture, an amount sufficient to pay the costs of issuance of the Bonds u'ill be deposited into the Costs of Issuance Fund and the balance of the proceeds of the Bonds will be deposited into the Project Loan Fund, to be disbursed upon requisition therefor. II Thc Borrower is borrowing the procccds of $_* principal amount of thc Bonds (which inclusive of [net] bond [premium] fdiscount] is S_) for the purposes ol financing the cost ofthe Projcct and prepaying the Scrics 2024 Notc. The Loan is expcctcd to be repaid over a period of approximately 30 years. ESTI}I.{TED SOL RCES A:\iD USES The following table sets forth the estimated sources and uses of funds in connection with thc Bonds: SOURCES OF FUNDS: Par Amount ....... INet] Bond IPremium] [Discount] TOTAL SOURCES USES OL- FL.NDS: Deposit to Project Loan Fund Costs of Issuance TOTAL USES:........... rl) lncludes legal fees, Underwriter's discount, financial advisory fees, costs of printing and other incidental expenses. (REMAINDER OF PAGTJ TNTENTIONALLY LEFT BLANK) S S S S + Prelimrnary. subject to changc.t2 ST-CURITY AND SOURCES OF' PAYN,IE\T Limited Obligations; Trust Estate THE BONDS ARE NOT A GENERAL DEBT. LTABILITY OR OBLIGATION OF THE ISSUER, BUT ARE LIMITED OBLIGATIONS OF THE ISSUER, PAYABLE SOI,ELY FROM (I) THE PAYNIENTS TO Bf IIADE BY THE BORRO\\'ER PURSUANT TO THE LOAN AGREETIENT, (II) ALL,{MOUNTS IN CERTAIN FUNDS AND ACCOUNTS CREATED PURSUA\T TO THE INDENTURE, AND (III) ALL REVENUES, ANY AND ALL OTHER PROPERTY, RIGHTS AND INTEREST OF EVERY KIND AND NATURE FROM TIME TO TINIE HEREAFTER BY DELIVERY OR BY WRITING OF ANY KIND SUBJECTED TO THE INDENTURE, AS AND FOR ADDITIONAL SICURITY FOR THE BO\DS, BY THE ISSUER OR BY ANY OTHER PERSON ON ITS BEHALF OR \I'ITH ITS WRITTEN CONSE\T. AS NIORE FULL}' DESCRIBED HEREIN. THE OBLICATIO\ OF THE BORRO\I'ER PURSUANT TO THE LOAN AGREEMENT IS NOT A GENERAL DEBT, LIABILITY OR OBLIGATION OF THE BORROWER, BUT IS A LIMITED OBI,IGATION OF THE BORROWER PAYABLE FROM THE SOURCES DESCRIBED HEREIN. SCC "SECURITY A\D SOURCES OF PAYMENT The Covenant to Budget and Appropriate" herein. The Bonds and the Loan are not a debt, liabilitl or obligation of the State of Florida or anl political subdivision or entio thereof other than the Issuer and the Bo rro w e r, resp ectiv elt.-. Proceeds to be received by the lssuer from the sale of the Bonds u'ill be loaned by the Issucr to thc Borrorver pursuant to thc Loan Agreemcnt. The Loan Agrccment pro'r'ides that the Borrou'er u'ill appropriate in its annual budget and pay when due amounts oi Non-Ad Valorem Rcvcnucs sufficient to make Basic Payments (that is. the principal of. premium. if any, and interest on the Loan) and the Additional Payments, if any, on the Loan. The aggregate principal and interest payments included in the Basic Payments scheduled to be made by the Borrower equal the scheduled debt service on the Bonds. Pursuant to the Indenture, the lssuer has granted to the Trustee as part of the trust estate all of the Issuer's right, title and interest (with certain exceptions specified therein) in and to the Loan Agreement, including the lssuer's right to receive Loan Repayments, as the source of payment of and security for the Bonds, The Covenant to Budget and Appropriate The Borrower covenants and agrees in the Loan Agreement to appropriate (such covenant being referred to as the "Covenant to Budget and Appropnate") in its annual budget, by amendment if required, and to pay when due under the Loan Agreement. as promptly as money becomes available- amounts of Non-Ad Valorem Revenues sutficient to satisry its Loan Repaynient obligations. Such covenant is subject in all respects to the payment of obligations secured by a pledge of Non-Ad Valorem Revenues heretofbre or hereinafter enlered into. The Covenanl to Budget and Appropriate such amounts of Non-Ad Valorem Revenues shall be cumulative, and shall continue until such Non-Ad Valorem Revenues or other legally available l3 All obligations of thc Borrower undcr thc Loan Agrecmcnt shall be payable only from Non-Ad Valorem Revenues budgeted and appropriated as provided for thereunder and nothing thcrcin shall be dcemed to pledgc ad valorem taxation revenlrcs or to permit or constitute a mortgage or lien upon any assets or property owned by the Borrower, and no Bondholder or any othcr person, including the Issuer or the Trustec, may compel thc lcvy of ad valorcm taxcs on real or personal property within the boundanes of the Borrorver. The obligations under the Loan Agrccment do not constitute an indebtedncss of thc Borrowcr rvithin thc mcaning of any constitutional. statutory, or charter provision or limitation, and neither the Trustee, the Issuer, the Bondholdcrs, nor any other person shall have thc right to compcl thc excrcisc of the ad valorcm taxing power ofthe Borrower or taxation ofany real or personal property therern tbr the payment by thc Borrou'er of its obligations undcr the Loan Agrccment. Exccpt to thc exlcnt expressly sct fbnh in the Loan Agreement, the Loan Agreement and the obligations of the Borrower thcrcunder shall not bc construcd as a limitation on the ability of thc Borrorvcr to pledgc or covenant to pledge the Non-Ad Valorem Revenues or any revenues or taxes ofthe Borrower fbr othcr lcgally permissible purposcs. Sec "INVESTMENT CONSIDERATIONS - Pledging of Non-Ad Valorem Revenue Sources" herein. Notwithstanding any provisions of the Loan Agrccment. thc Indcnture or thc Bonds to the contrary, the Borrorvcr shall ncvcr bc obligatcd to maintain or continue any of the activities of the Borrower which generate user service charges, regulatory fees or any Non-Ad Valorem Revenues, or the rates for such services or regulatory 1'ees. Neither the Loan Agreement nor the obligations of the Borrower thereunder shall be construed as a pledge of or a lien on all or any legally available Non-Ad Valorem Revenues of the Borrower. but shall be payable solely as provided in the Loan Agreement and are subjecr in all respects to the provisions ofSection 166.241. Florida Statutes, and are subject. further, to the payment of services and programs which are fbr essential public purposes altecting the health. welfare, and safety ofthe inhabitants ofthe Borrower. The amounts available to be budgeted and appropriated to make Loan Repayments are subject to the obligation of the Borrower to provide such essential services; however. such covenant to budget obligation is cumulatir e and ri.ould carry over from Fiscal Year to Fiscal Year. "Non-Ad Valorem Revenues" means all revenues of the Borrower other than revenues generated from ad valorem taxation on real or personal property, and which are legally available to make the Loan Repayments. In Florida, the revenues received by municipalities may be classitied based upon whether such rer enues are derived from ad valorem taxation. Ad valorem taxes are taxes levied by municipalities upon taxable real and tangible personal property located within the geographic jurisdiction of the rrunicipality. Ad valorem taxes are let,ied based upon the assessed value of taxable property, and are imposed at a unifbrm rate per thousand dollars of assessed value. This rate is referred to as the "millage rate," \ ,ith one mill representing one dollar of ad valorem taxes per thousand dollars of assessed valuation. Exclusive of millage levied pursuant to the approval l-+ f'unds in amounts suf'fjcicnt to makc all required Loan Repaymcnts. including dclinquent Loan Repayn.rents. shall have been budgeted. appropnated. and acrually paid to the Trustee for deposit into thc appropriatc Fund. Thc Borrower docs nol covcnant to maintain any scrvices or programs which generate Non-Ad Valorem Revenues or to maintain the charges it collects as of thc dato of this Official Statement for any such scrvices or programs. ofthe qualified electors ofa municipality, municipalitics may not lcvy ad valorcm taxcs at a ratc in excess of ten mills annually. Revenues received by a municipaliry other than tiom ad valorem taxation are refened to as "non-ad valorem rcvenues." Florida municipalities collect non-ad valorem rcvenues from a variety of sources. The primary sources of non-ad valorem revenues generally consist of half- ccnt salcs tax revenues distributcd to thc municipality ftom thc State, statc revsnuc sharing monies. utility and communication tax revenues. franchise fees, license and permit fees. Certain non-ad valorem revcnues are not lawfully available to bc uscd by the Borrower to satisfy the Loan Repayments. Brref descriptions of certain of such non-ad l alorem revenue sources are set forth below. These sourccs do not purport to constitute all ofthe Non-Ad Valorcm Revenucs, but are includcd to provide additional information regarding some non-ad valorem revenue sources. See "INVESTMENT CONSIDERATIONS - Impact of COVID- 19" for additional information regarding how certain oithese rer enue sources have been and could be impacted by the COVID- l9 pandemic. "Communication Scn-iccs Tax Revcnucs" constitute amounts received pursuant to a local communications services tax on the sale of communications services as deflned in Section 202.1 l, Florida Statutes. The Borrower currcntly imposcs such tax at arute of 5.32o . "Half'-Cent Sales Tax Rcvcnucs" constitute proceeds of the state sales tax that are distributed annually to a municipality pursuant to Chapter 218, Part VI, Florida Statutes' Clurrenrly, 8.9744% 0f the entire State sales tax (less an amount equal to Io/o olsuch amount) is deposited into the Looal Govemment Half'-Cent Sales Tax Clearing Trust Fund and earmarked f'or distribution to Florida counties and cities. The Sales Tax Trust Fund also receives a portion of certain taxes imposed by the State on communications sen'ices. Half-cent sales tax revenues may be pledged by Florida local govemments to secure indebtedness issued for capital prqects- "State Reyenue Sharing" consists of amounts collected by the State from portions of two revenue sources: 1.3653% of net state sales tax collections and the one cent municipal fuel tax collections, rvhich are paid into the Revenue Sharing Trust Fund lor Municipalities and made available to Florida cities. Certain portions of state revenue sharing may by law be pledged to secure indebtedness. "Public Service Tax Revenues" are derived tiom a local option tax on utilities that Florida municipalities may levy in the incorporated area. The tax may be levied at a rate ofup to 100/o on purchases of electricity. metered natural gas. liquefied petroleum gas' manufactured gas and water. Fuel oil may also be taxed at a rate up to lbur cents per gallon. [The Borrorver has imposed the tax at the maximum rate.] "Franchise Fees" are impositions imposed, primarily on private utility companies. lor use of municipal right-oi'-way in providing services within the municipality. Terms and amount of the fees are subject to negotiation with the prilate prol ider- [The Borrower maintains franchise pursuant to its Ordinance No. _, enactedagreements with ( i) t5 , and ctfectivc tbr _ ycars from such date. in an annual amount cqual to _% of the company's gross revenues (excluding bad debts) from the sale of electricity to all customcrs within the corporate limits of the Bonower, and (ii)pursuant to lts Ordinance No. . enacted , _ and effective for _ years fiom such date, tn an annual amount cqual to _o% of thc company's gross revenues from the salc of natural gas to customers located u,ithin the corporate limits of the Borrower.l "Licenses. Permits and Fees" are revenues received tiom the State that are derived liom chargcs imposcd and collccted by thc State with respcct to a varicty of liccnses and permits granted within the municipality. including but not limited to, insurance agents and insurance solicitors, park trailcrs, boats and travcl trailcrs, and alcoholic bcvcrage manufacturers, distributors. vendors and sellers. Locally, municipalities receive revenues through the issuance of a varicty ofliccnscs and pcrmits. including zoning pcrmits, dcvclopment pcrmits and business licenses. Since the capital improvements to be financed with proceeds of the Bonds relate to stormwater facilities, a portion of the annual Stormwater Revenues equivalent to maximum annual debt service on the Bonds r,",ill be deemed Non-Ad Valorem Revenues that become subject to the covenant to budget and appropriate Non-Ad Valorem Revenues described herein and may be included in the calculation ofthe anti-dilution test descnbed under the subheading "-Anti-Dilution Covenant," below. The remaining portion of the Stormwater Revenues, assessed for the purpose of lunding administrative and other storm*,ater management serr ices of the Borrower, have been determined by the Borrower as not available to pay debt service on the Bonds and may not be included as Non-Ad Valorem Revenues for purposes of the anti-dilution test. Under the terms of the Loan Agreement, the Borrower may pledge the Non-Ad Valorem Revenues to obligations that it issues in the future. In the event ofany such pledge. such Non-Ad Valorem Revenues would be required to be applred to said obligations prior to being used to repay thc Loan. The Borrower has certain outstanding indebtedness secured by a covenant to budget and appropriate Non-Ad Valorem Revenues on the same basis as its obligations under the Loan Agreement. including the Borrower's Capital Improvement Non-Ad Valorem Revenue Note. Series 2022 (the "Series 2022 Note"), its Capital Improvement Non-Ad Valorem Revenue l6 "Stormwater Rer enues" means revenues derived tiom the Borrou,er's annual special assessnrcnt on bcnefitted properties u'ithin thc City. Pursuant to Ordinancc No. l3-96 of the Borrou,er, enacted August 13, 1996, as amended and supplemented, the Borrorver imposes an annual spccial assessment on benefittcd propcrtics within the Borrowcr k) fund stormwater management, capital and administrative services u'ithin the Borrou,er. The annual assessmenl rate is sct by thc Borrower cach year by rcsolutron. Historically. thc Borrowcr has provided for the collection ofsuch special assessments on the ad valorem tax roll as permitted by Florida law, and expccts to continue to do so. [Thc Borrower adoptcd its annual stormwater asscssment resolution on September 10. 202-{ for its 2025 flscal year beginning October l. 202-1. The annual stormwater assessment resolution raised the stormwater assessment rate levied on benefited tax parcels tiom $60 per equivalent residential unit ("ERU") to $120 per ERU.I There are 48,349 ERUs (net of exemptions) on the Borrower's stormwater assessment roll. The Bonds are not secured by a Resene Fund. as thc Rcscrve Requirement under the Indenture is zero with respect to the Bonds. AntiDilution Covenant While the Loan is outstanding under the Loan Agreement, as a condition to the Borrower issuing any additional Debt, the Borrower shall ccrtily to thc Issuer that: prior to the incur:rence of additional Debt secured by or payable liom Non-Ad Valorem Revenues, the average annual Net Non-Ad Valorem Revenues availablc to pay dcbt scrvice for the two prior Fiscal Years equals at least 150% ofthe Maximum Annual Debt Service on all Debt payable from such Non- Ad Valorem Revenues, including thc maximum annual debt service on the Debt proposed to be issued. The calculation required by the immediately preceding sentence shall be determined using the avcragc of actual rcccipts for the two prior Fiscal Years based on the Borrower's most recent alailable annual audited financial statements. For purposes of the tbregoing calculation, Maximum Annual Debt Scrvicc on thc Bonds and Marimum Annual Debt Service on Debt shall be calculated on an aggregate basis whereby the annual debt service fbr each is combined and the overall Maximum Annual Debt Servicc is detcrmincd. For the purposes ofthe anti-dilution covenant described above' "Debt" is defined to mean, at any date (without duplication) all of the following to the extent that they are guaranteed or secured by or payable in whole or in part from any Non-Ad Valorem Revenues (a) all obligations of the Borrower for borrowed money or evidenced by bonds. debentures, notes, or other similar instruments; (b) all indebtedness of other persons to the extent guaranteed by, the Non-Ad Valorem Revenues ofthe Bonower; and (c) any obligation of the Borrorver fbr borrowed money or evidenced by bonds, debentures. notes- or other similar instruments r.," here the security provided by the Non-Ad Valorem Revenues is not the primary security fbr the obligation or is a backup pledge for the obligation; provided, however, if with respect to any obligation contemplated in (b) or (c) above, such obligation shall not be considered "Debt" for purposes of the Loan Agreement unless the Borrower has actually used Non-Ad Valorem Revenues to satisfu such obligation during the immediately preceding Fiscal Year or reasonably expects to use Non-Ad Valorem Revenues to satisly such obligation in the current or immediately succeeding Fiscal Year. After an obligation is considered "Debt" as a result of the proviso set fofih in the immediately preceding sentence, it shall continue to be considered "Debt" until the Borrower has not used any Non-Ad Valorem Revenues to satisfu such obligation for two consecutive Fiscal Years. Maximum annual debt service on the Debt means, with respect to the Debt that bears interest at a f,ixed interest rate. the actual maximum annual debt seruice, and, u'ith respect to the Debt which bears interest at a variable interest rate. maximum annual debt service on such Debt t7 Notc, Scries 20228 (the "Series 20228 Note"), and thc Scncs 2024 Note which will be refinanced with the proceeds of the Bonds. See "-Outstanding Indebtedness; Calculation of Anti-Dilution Test Compliance; Hrstoncal Pro-Forma Dcbt Scrvice Coverage," below. No Reserve Fund shall bc dctcrmincd assuming that intcrcst accrues on such Debt at the current "Bond Buycr Revenue Bond lndex" as published in The Bond Bu1'er no more than two weeks prior to any such calculation; providcd. howcvcr, if any Debt, lvhether bearing interest at a fixcd or variablc interest rate, constitutes Balloon Indebtedness. as deflned in the immediately tbllorving sentence, maximum annual dcbt scrvicc on such Debt shall be determined assumin-q such Debt is amortized over 25 years on an approximately level debt sen ice basis. For purposes of the tbregoing sentence. "Balloon Indebtedness" means Debt. 25o,'o or morc of thc original principal ofrvhich matures during any onc Fiscal Ycar. Scc "APPENDIX C -- Form ofthe Loan Agreement" tbr definitions related to the capitalized terms used above. For the purposes of the anti-dilution covenant described above, if the Debt also includes a plcdgc of additional rcvenucs. thc maximum annual dcbt service on such Dcbt shall bc discounted by the amount that will be covered by such additional revenues. In the event additional Debt is issued fbr the purpose of refunding any Debt then outstanding. thc conditions of thc anti-drlution covenant described above shall not apply, provided that the issuance of such additional Debt shatl not result in an increase of the debt scn,icc on thc applicablc Dcbt in any Fiscal Year ending on or before the maturity datc of thc Bonds. Additional Bonds; Permitted Parity Indebtedness No additional bonds or debt of the Issuer may be issued pursuant to the lndenture. However. the lssuer may issue additional indebtedness, including future series of bonds, for any other purposes of the Issuer (including in order to make loans to borrowers). provided that such indebtedness may not be payable tiom the Trust Estate pledged to the repayment of the Bonds. There is no limitation on the issuance of additional debt by the Borrower except as may result from compliance with the obligations described above under the caption "Antt-Dilution Covenant." Other Obligations Pavable from Non-Ad Valorem Revenues Afier issuance of the Bonds, the Borrower will. in addition to its obligations related to the Bonds, also have outstanding the indebtedness referenced in the table below. which is secured by a covenant to budget and appropnate Non-Ad Valorem Revenues on the same basis as the Loan Agreement securing the Bonds: \on-Ad Valorcnr Rer enue Debl'l' Datr'of Origination Original Loan Amount Principal Balance'r) Final Maturiw Pledge of Sccurit.v Series 1022 Notc Scrics l0llIl \otc s 18.060.000 s t,-r45.000 s 16.990,000.00 s 1.2-30,000.00 Covenant to Budget Non-Ad Valorem Rc!cnucs Covenant to Budget Non-Ad Valorem Rcvenucs 0l 2l t0t: 1,6 l(r l0ll l0 15 .12 t0 t5 ll Source: City of Danra Beach Finance Department.(l) The Borrower also has outstanding its Taxable Marina Revenue Bonds, Series 2013, which are 18 sccured by a pledgc of marina revenucs and by a backup covenant to budget and appropriate Non- Ad Valorem Revenues. Pursuant to the terms of the Loan Agreement, such debt has not been included in thc calculations ofothcr covenant-to-budgct-and appropriate debt ref'erenced herein, as the marina revenues are not available to pay amounts due under the Loan Agreement and are pledged to sscure such Serics 201 3 Bond debt.(2) As of october 1.2024. (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK) t9 Outstanding Indebtedness; Calculation of Anti-Dilution Test Compliance; Historical Pro Forma Debt Service Coverage Set fbrth below for the Borrower is a schedule showing debt sen'ice on other covenant to budget and appropriate-secured indcbtedness or indebtedness secured by Non-Ad Valorem Revenues. a calculation ofthe Borrorver's compliance with the anti-dilution test described above, and a breakdown ofhistorical Non-Ad Valorcm Rcvcnucs for fiscal years 2019-2023. Ci{v of Dania Beach Combined Debt Service(r) Series 2022 Note Series 20228 Note 2024C Bt-rndsFiscal Year Total:r S 1.126.8.12 1.t29.202 t.t26.t2l 1.127 ,599 I ,128.573 1.124.106 1.124.198 I . 123.786 1.122.870 l . 126.387 1,1.24.337 1.1.26.720 1.123,53 6 1,124,785 1.125.404 r .125,393 1.124.7 52 l .123.481 I .121 .580 1.121,986 s 1s5.33 7 156,656 r57,818 158,824 r5.1,751 tss sqq t56 :)q? t56,827 157,206 151,428 s22,503,658 $ 1,566,738 ll) r:) Excludes thc Scrics 2024 Note to be refunded by the issuancc of thc Bonds Totals may not add due to rounding. 20 2024 2025 2026 2027 2028 2029 2030 203 I 2032 2033 2034 2035 2036 2037 2038 2039 20,10 2041 2042 2043 2044 2045 2046 2047 2048 2.049 2050 2051 z052 2053 2054 TOTAL(:I Anti-Dilution l'est Compliance Set forth below is thc calculation of anti-dilution tcst compliancc with rcspcct to thc Borrower as of September 30, 2023, taking into account the issuance of the Bonds and debt service as of the date hcreof: Citv of Dania Beach Non-Ad Valorem Revenue Anti-Dilution -I'est Prior T$o-Year ,{vcragct-\'2022 I \ :021 Relenuel Covernmental Funds Revenues Less: Ad Valorem Revenues Total Non-Ad Valorem Revenues Add: Stormwater Revenues Available to Repay Bondsrrxr' Less: Restricted Funds General Fund Intergovemmental Revenues General Fund Special Assessment Revenues Grants Cornmunity Redcvclopment Fund Building Fund Debt Service Fund Capital Projects Fund Nonmajor Gor emmental Funds Adjusted Non-Ad Valorem Revenues Expenditures Essential Expenditures Public Safety General Govemment Total Essential Expenditures Less: Ad-Valorem Revenues Available to Pay Essential Expenditures Adjusted Essential Expenditurcs \ct Non-Ad Valorcrn Rcrcnues arailablc tirr Dcbl Scnicc s7l(.i{ I 13.6.10 27.419.933 $75.013.656 30.424.701 S76.916.r.18 51.3gri.657 1.n02.000 44.603.955 1.802.000 -13 .00-t . !t0 6 r.ri01.000 558.695 7.214.819 5.621,698 214.345 5.511.330 5.1I 629.679 575.905 6.937.O76 10.230.366 143.4-35 6.159.653 2l 130,287 4,548,325 5.1t..r85 7.492.561 1.013.029 285.2i4 4,863.006 1,060 I,129,071 4.305.714 l 127 0:0 11.175.589 76.'779.'7'7 5 15.627.681 10.832.50i 7.li76.5 l5 32.888.,+.15 8.098.16.1 34.891.385 8.3 r9.812 1s.759.020 ll.t ll.l97 t0.,12.1.70 r 10.986.609 2T .1t9 93i l3 .)l l.lll f1.t39,037 12.789,,196 12.064.267 s 8.136.552 $13.990.279 S 13.563.416 Test - Prior T$o l'ear Average ofNet Non-Ad l'alorem Revcnues covers projected MADS by at least l50yo Nct Non-Ad valorem Revenues available for Dcbt Scn icc S I 3.1 3 6,5 52 $ I 3.990,2 79 S | 3.563..1 I 6 Maximum Arnual Non-Ad Valorem Debt Serviccir) $3.0115.673 53.035.673 $3.085.673 Coverage 125.'7on 453.40 439.6' Source: Citv of Dania Beach. Florida Financc Dcpartmcnt. '1)As described under the heading "SECURITY AND SOURCES OF PAYML.NT -- The Covenant to Budget and Appropriate - Stormwater Revenues," above, the Borrower has detcrmined that an amount of Stormwatcr Revenues equal to maximum annual debt service on the Bonds will be treated as Non-Ad Valorem Revenues lbr purposes of the Loan Agreement. Such Stormwater Rcvcnucs arc not available to pay debt service on the Series 2022 Notc or thc Scrics 2022B Note. (2)Estimated based on existing debt and proposcd Bonds in thc aggrcgatc principal amount of S_ \r'ith a true interest cost of %. 2t City of Dania Beach Historical Non-Ad Valorem Revenues FY 2019 through 2023 F}' 2019 Ft- 2020 Fl' 2021 FY 2022 Fl' 2023 Non-.{d Valorem Revenues: Special Assessments Franchise Taxes Utility Ta\cs Licenses and Permits lntergovernmental Charges for Services Fincs and Forfeiturcs Iil! estment Income Grants Miscellaneous Total Non-Ad Valorem Revenues s6,333,45,1 2.8.11,162 ,1.065,n72 ,1,3 5 1,890 5,268,361 4.709.569 459.442 510,769 2.66t,937 s6,7 ii9.857 2.991 .t t9 1.t t5.'101 8.123.712 6.252.155 5 )OS t7l 328,499 86.292 80.1,290 $6,937.076 17)) t(O 4,472,t43 9,069,680 6,938,521 5.665,106 lqq 415 267,626 10,275,331 $7,:192.561 4.245,4t7 5,165,296 5.938,1l6 1,530,473 5,979,615 387.536 3,267,856 I,069,349 3.532.5062115761.l 221 256 1,751 593 $36,743,088 533,,118,217 $39.527,161 551,391J,657 5.14.608.955 While the tables above are not intended to represent revenues of the Borrower which would necessarily be available to pay Loan Repayments under the Loan Agreement, they are an indication of the relative amounts of legally available Non-Ad Valorem Revenues of the Borrower which may be available for the payment of amounts due under the Loan Agreement and other Debt taking into account competing general governmental expenditures or other restrictions. The ability of the Borrower to appropriate Non-Ad Valorem Revenues in sufficient amounts to pay amounts due under the Loan Agreement is subject to a variety of factors, including the responsibility to provide essential governmental services, and the obligation of the Borrower to have a balanced budget. No representation is being made by the Borrower that any particular Non-Ad Valorem Revenue sources will be available in future years, or if available, will be budgeted to pay amounts due under the Loan Agreement. For further information regarding Non-Ad Valorem Revenues ofthe Borrower, reference is made to APPENDIX F attached hereto. Continued consistent receipt of Non-Ad Valorem Revenues is dependent upon a variety of factors, including formulas spccificd under Florida law for thc distribution of certain of such tunds which take into consideration the ratio of residents in the City of Dania Beach to total Broward County residents. The amounts and availability of any of thc Non-Ad Valorem Revenues to the Borower are also subject to change, including reduction or elimination by change of State law or changcs in thc facts or circumstances according to lvhich certain of the Non-Ad Valorem Revenues are allocated. In addition. the amount of certain of the Non-Ad Valorem Revenues collcctcd by thc Borrower is directly relatcd to the general economy of the Borrower. Accordingly, adverse economic conditions could have a material adverse effect on the amount of Non-Ad Valorcm Rcvcnues collected by thc Borrower. The Borroil'er may also pledge cetain of the Non-Ad Valorem Revenues to future obligations that it issues. Such Non- Ad Valorem Revenues would be required to be applied lo such obligations prior to their being available to pay amounts due under the Loan Agreement. See "INVESTMENT 22 Set forth below is a tablc showing historical Non-Ad Valorcm Revenues ofthe Borrower: s6.316,109 2.936,979 4,108,466 8,403,,119 5 .7.18,0,1It 4,688,126 55,1.902 I.129,,166 216 2.857.35'7 Source: Citv ofl)ania Beach. Florida- CONSIDERATIONS lmpacts of COVID-19" fbr a discussion on thc impacts on Non-Ad Valorem Revenues due to the COVID-19 pandemic. Citl Pension Plans The Borrou-er maintains two single-employer defined benetit pension plans tbr its t'ull time police officers and firetighters, and its gcncral employccs. which at the conclusion of fiscal year 2023 showed a net pension liability of $1,641,150 and $15,121,124. respectively. See "APPENDIX F -- Financial lnformation Regarding the City of Dania Bcach. Flonda." I \\' [-SI'}I !- \I' CO\SI DI]RAI'IONS General Thc purchasc of the Bonds involves a degrce of risk, as is thc case with all investments. Factors that could alfect the Issuer's ability to perform its obligations under the lndenture, including thc timcly payment of principal of and intercst on thc Bonds, include, but are not necessarily lrmited to. the following: Limited Special Obligations The Bonds are limited, special obligations ofthe Issuer, the principal ot, premium, if any, and interest on rvhich are payable from and sccurcd solcly by amounts hcld in the funds and accounts established under the lndenture and amounts paid under the Loan Agreement, which are in turn secured by a corenant to budget and appropriate Non-Ad Valorem Revenues as described herein. THE BONDS ARE NOT A GENERAL DEBT, LIABILITY OR OBLICATION OF THE ISSUER, BUT ARE LIMITED OBLIGATIONS OF THE ISSUER, PAYABLE SOLELY FRONI (I) THE PAYNIENTS TO BE \'IADE BY THE BORROWER PURSUANT TO THE LOAN AGREENIENT, (II) ALL AMOUNTS IN CERTAIN FUNDS AND ACCOUNTS CREATED PURSUANT TO THE INDT]NTURE, AND (III) ALL REVENUES, A.\Y AND ALL OTHER PROPERTY, RIGHTS AND INTEREST OF EVERY KIND AND NATURE FROM TINIE TO TI}IE HE,REAFTER BY DELIVERY OR BY WRITING OF ANY KIND SUBJECTED TO THE INDENTURE, AS AND FOR ADDITIO\AL SECURITY FOR THE BONDS, BY THE ISSUER OR BY ANY OTHER PERSON O\ ITS BEHALF OR WITH ITS WRITTEN CONSENT, AS NTORE FULLY DESCRIBED HEREIN. See "SECURITY AND SOURCES OF PAYNIENT - The Covenant to Budget and Appropriate" herein. The obligation of the Borrower pursuant to the Loan Agreement is not a general debt, liability or obligation of the Borrower, but is a limited obligation of the Borrower payable from the sources and in the manner described herein. The Bonds and the Loan are not a debt, liabilitv or obligation of the State of Florida or anv political subdivision or entif.v" thereof other than the Issuer and the Borrower, respectively. 2l Limited Remedies Under the lndenture and Loan Agrcement The remedies availablc to owncrs of thc Bonds upon thc occurrcncc and continuancc of an Event of Default under the lndenture and Loan Agreement are liniited to the seeking of spccific performance or a writ of mandamus or othcr suit, action or procecding compclling and requiring the Issuer and the Borrower and their respective of'licers to observe and perfomi any covenant. condition or obligation prescribcd in the lndcnturc and Loan Agrccment, rcspcctively. The remedies available under the lndenture and the Loan Agreement depend in many respects upon regulatory andjudicial actions that arc oftcn subjcct to discretion and dclay. Undcr cxisting law, such remedies may not be readily available. In addition, enfbrcement of such remedies (i) may be subject to gcneral principlcs of equity, which may pcrmit thc cxcrcisc of judicial discretion, (ii) are subject to the exercise in the t'uture by the State and its agencies and political subdivisions ofthe policc porvcr inhcrcnt in thc sovcreignty ofthc Statc, (iii) arc subjcct, in part. to the provisions of the United States Bankruptcy Code and other applicable bankruptcy. insoh,ency, reorganization. moratorium or similar laws rclating to or affecting thc cnforccment of creditors' rights generally. now or hereafier in effect. and (iv) are subject to the exercise by the United Statcs of thc porvers delegatcd to it by thc fcdcral Constitution. Thc various lcgal opinions to be delivered concurrently with the delivery of the Bonds *ill be qualified to the extcnt rhat thc cnforceability of certain Icgal rights rclatcd to thc Bonds is subjcct to limitations imposed by bankruprcy. reorganization. insolvency or other similar laws at'fecting the rights of creditors generally and by cquitable remcdics and procccdings gcncrally. Bankruptcl Risks Both the Issucr and the Borrower arc authorized to filc for bankruptcy undcr Chaptcr 9 of the United States Bankruptcy Code under certain circumstances. including the approval of the Govcmor of thc State of Florida. Thc rights of thc Owncrs of thc Bonds could be adversely all'ected by a restructuring ofthe Borrorver's obligations under such Chapter 9. Should either the lssuer or the Borrowcr filc for bankruptcy, thcre could bc adversc cffects on thc holders of the Bonds. Since the covenant to budget and appropriate Non-Ad Valorem Revenues contained in the Loan Agrecment docs not create a licn on any specific rcvcnuc sourcc. Non-Ad Valorem Revenues collected afier the commencement of a bankruptcy case by the Borrower would likely not bc availablc to pay amounts due undcr thc Loan Agrcemcnt. If thc Issucr or the Borrower is in bankruptcy, thc parties (including thc Trustce and the holders ofthe Bonds) may be prohibited f'rom taking any action to collect any amount from the Issuer or the Borrowcr or to cnforcc any obligation of thc Issucr or thc Borrower. unlcss thc pemission of the bankruptcy court is obtained. These restrictions may also prevent the Trustee from making payments to the holders ofthe Bonds fiom funds in the Trustee's possession. As described herein under the heading "SECURITY AND SOURCES OF PAYMENT The Covenant to Budget and Appropriate." and "SECURITY AND SOURCES OF PAYMENT 21 Pledging of Non-Ad Valorem Revenue Sourccs - Outstanding Indebtedness; Calculation of Anti-Dilution Test Compliancc; Historical Pro Forma Debt Service Coverage," specific Non-Ad Valorem Revenue sources from which the Borrower has covenanted to budget and appropriate amounts suf'ficient to make Loan Repayments may be pledged by it to secure other indebtedness of the Borrower. In such situation, such Non-Ad Valorcm Rcvcnue sources lvould be applicd to such other indebtedness prior to being applied to pay said Loan. No Feasibilitv Consrltant This Offlcial Statement provides historical information in connection with the Non-Ad Valorcm Revenues of the Borrowcr available to make Loan Rcpaymcnts and thtts pay debt service on the Bonds. [n connection with the issuance of the Bonds, the Borower determined not to cngagc an independent feasibility consultant to provide an analysis of projccted Non-Ad Valorem Revenues. As a result, while the Borrower reasonably believes its Non-Ad Valorem Rcvenues will be sufficient to makc Loan Repayments, no forecasts or projcctions of Non-Ad Valorem Revenues to make Loan Repayments are included in this Official Statement. Climate Change Issues Numerous scientific studies on climate change show that, among other effects on the global ccosystcm, sea lelels will rise, extreme temperaturcs will bccomc more common, and extreme weather events will become more frequent as a result of increasing global temperatures. Sca levels will continue to rise in the futurc duc to the increasing temperature of thc occans causing thermal expansion and growing ocean volume from glaciers and ice caps melting into the ocean. Most of Florida is at risk of substantial flood damage over time, affecting privatc development and public infrastructure, including roads. utilities, emergency services, schools, and parks. Like*ise, Florida is hurricane-prone and thc Borrowcr has suffcred damage from past hurricanes. As a result, the Borrower could lose considerable tax revenues and many residents, businesses, and govemmental operations could be displaced, and the Borrower could be requrred to mitigate these efl'ects at a potentially material cost. The Borrower has taken certain mitigation measures regarding climate change, including ensuring the placement of all city structures and amenities beyond hrstoric flood levels and the development of an emergency plan to manage extreme weather events, and the Southwest Flonda Water Management District has a long-term plan to protect against rising waster through the use of an outfall on Lake Lena prior to storm events. However, the Borrower is unable to predict whether sea level nse or other impacts of climate change or flooding lrom a major storm will occur, when they may occur, and ifany such events occur, lvhether they will have a material adverse effect on the business operations or hnancial condition of the Borrower. Additionally, climate change concems have led, and may continue to lead, to new laws and regulations at the federal and state levels (including but not limited to air, water, hazardous substances and waste regulations) that could have a material adverse effect on the operations of the Borrower. Cybersecurity Computer netr.orks and systems used for data transmission and collection are vital to the efficient operations of the Borrower. Borrower systems provide support to departmental 25 operations and constituent services by collecting and storing sensitive data, including intellcctual propefty. security intbrmation. proprietary business process inlormation, information applying to suppliers and busincss partncrs, and personally idcntifiablc information of customers, constituents and employees. The secure processing, maintenance and transmission of this information is critical to dcpartment operations and thc provision of citizen serr,ices. Increasingly. governmental entities are being targeted by cyberattacks (including, but not limited to, hacking, viruses, malware and other attacks on computers and other sensitive digital networks and systems) seeking to obtain confidential data or disrupt critical services. A rapidly changrng cyber risk landscapc may introduce new mlnerabilities and avenues that attackersihackers can exploit in attempts to cause breaches or service disruptions. Employee error and,,or malfeasance may also contributc to data loss or other systcm disruptions. Additionally, the Borrower's computer networks and systems routinely interface and rely on third party systems that are also subject to the risks prcviously dcscribcd. Any such brcach could compromise networks and the confidentiality, integrity and availability of systems and the information stored there. The potential disruptions. acccss. modification. disclosurc or dcstruction of data could rcsult in intemrption of the efficiency of Borrower commerce. initiation of legal claims or proceedings. liability under laws that protect the privacy of personal information, regulatory penalties, disruptions in operations and the services provided, and the loss of confidence in Borrower operations, ultimately adversely affecting Bonower revenues. The Borower has established an intrusion prevention system. anti-virus next-generation firewall, and redundant backups, including offline backup in place, to mitigate the risk and vulnerability of cyberattacks and threats. Hou,ever, no assurances can be given that any cyberattacks, ifsuccessful, will not have a matcrial advcrsc cffcct on thc opcrations or financial condition ofthe Borrolver. Impacts of COVID-19 The outbreak of the highly contagious COVID- I 9 pandcmic in thc United Statcs in March 2020 generally had a disruptive financial impact on local. state and national economies around thc country, including without limitation fueling inflation and creating supply chain issues. COVID-19 was considered a Public Health Emergency of lnternational Concem by the World Health Organization. This led to quarantine and other "social distancing" measures throughout the United States, including recommendations and wamings to limit non-essential travel and promotc tclccommuting. Thcrc can bc no guarantee that State and,ror local shut downs or closures similar to those implemented in 2020 rvill not happen in the future. lt is possible the United States. including the State and the County, may experience increased COVID-19 cases, hospitalizations, and deaths as a result of current or future variants. or mry experience a new viral pandemic. which could, in turn, impact State and local govemment finances. (REMAINDER OF PACE INTENTIONALLY LEF'T BLANK) 26 DEBT SERVICE REQUIRENIENTS Thc fbllowing table sets forth thc total annual scheduled debt servicc requirements for the Bonds Period Ending October 1 Pnncipal Interest Total Annual Debt Service TOTALS (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK) 27 TAX MATTERS General The Codc cstablishcs ccfiain requircmcnts which must bc mct subsequent to the issuancc of the Bonds in order that interest on the Bonds be and remain excluded tiom gross income tbr purposes of federal income taxation. Non-compliancc may causc intcrest on the Bonds to be included in federal gross income retroactive to the date of issuance of the Bonds- regardless of thc date on rvhich such non-compliance occurs or is ascertained. Thesc rcquircmcnts include, but are not limited to, provisions which prescribe yield and other limits within which the proceeds of thc Bonds and thc other amounts are to be invested and require that certain investment eamings on the foregoing must be rebated on a periodic basis to the Treasury Department of thc Unitcd Statcs. The Issuer has covenantcd in thc Indenture and the Borrower has covenanted in the Loan Agreement to comply with such requirements in order to maintain the erclusion from fcdcral gross incomc of thc intcrcst on thc Bonds. In thc opinion of Bond Counscl, assuming compliance with certain covcnants, undcr existing laws, regulations, judicial decisions and mlings, interest on the Bonds is excluded tiom gross incomc for purposcs offcdcral incomc taxation. Interest on the Bonds is not an itcm oftax prefbrence for purposes of the federal altemative minimum tax; however, interest on the Bonds may bc includcd in thc "adjustcd financial statement income" of certain "applicablc corporations" that are subject to the 15-percent altemative minimum tax under section 55 ofthe Codc. Except as described above. Bond Counsel will express no opinion regarding other federal income tax consequences resulting fiom the o."vnership of, receipt or accrual of interest on. or disposition of the Bonds. Prospective purchasers of the Bonds should be aware that the ownership of the Bonds may result in collateral 1'ederal income tax consequences, including (i) the denial of a deduction for interest on indebtedness incuned or continued to purchase or carryr Bonds; (ii) the reduction of the loss reserve deduction fbr property and casualty insurance companies by fifteen percent (15%) of cefiain items, including interest on the Bonds; (iii) the inclusion of interest on the Bonds in eamings of cerlain fbreign corporations doing business in the United States for purposes of the branch profits tax; (iv) the inclusion of interest on the Bonds in passive income subject to f'ederal income taxation of certain Subchapter S corporations with Subchapter C eamings and profits at the close of the taxable year; and (v) the inclusion of interest on the Bonds in "modified adjusted gross income" by recipients of certain Social Security and Railroad Retirement benefits for the purposes of determining rvhether such benefits are included in gross income fbr f'ederal income tax purposes. 28 As to questions of lact material to the opinion of Bond Counsel, Bond Counsel will rely upon representations and covenants made on behalf of the Issuer and the Bororver, certiticates of appropnate officers and cenificates ofpublic officials (including certifications as to the use of proceeds of the Bonds and of the property financed or refinanced thereby), without undertaking to verily the same by rndependent investigation. PURCHASE. OWNERSHIP, SALE OR DISPOSITION OF THE BONDS AND THE RECEIPT OR ACCRUAL OF THE INTERIST THEREON MAY HAVE ADVERSE FEDERAL TAX CONSEQUENCES FOR CERTAIN INDIVIDUAL AND CORPORATE BONDHOLDERS. INCLUDING, BUT NOT LIMITED TO, THE CONSEQUENCES DESCRIBED ABOVE. PROSPECTIVE BONDHOLDERS SHOULD CONSULT WITH THEIR TAX SPECIALISTS FOR INFORMATION IN THAT REGARD. Information Reporting and Backup Withholding Interest paid on tax-exempt bonds such as the Bonds is subject to intbrmation reporting to thc Intcmal Revenue Service in a manncr similar to interest paid on taxable obligations. This reporling requirement does not affect the excludability of interest on the Bonds from gross income for fcdcral income tax purposes. Howcvcr, in conjunction with that information reporling requirement, the Code subjects cefiain non-corporate owners of Bonds, under certain circumstanccs. to "backup r.vithholding" at thc rate specified in the Codc with respect to payments on the Bonds and proceeds fiom the sale of the Bonds. Any amount so withheld would bc refunded or allowed as a credit against the federal income tax of such owner of the Bonds. This withholding generally applies if the owner of the Bonds (i) thils to fumish the payor such owner's social security numbcr or other taxpayer identification numbcr ("TIN"), (ii) furnished the payor an incorrect TlN, (iii) fails to properly report interest, divrdends, or other "reportablc payments" as defined in the Codc, or (iv) under certain circumstanccs, fails to provide the payor or suoh owner's securities broker with a certified statement. signed under penalty of perjury, that thc TIN provided is correct and that such o'*'ner is not subject to backup withholding. Prospective purchasers of the Bonds may also wish to consult with their tax advisors with respect to the need to fumish certain taxpayer information in order to avoid backup withholding. Other Tax N{atters Prospective purchasers of the Bonds should consult their orvn tax advisors as to the tax consequences of owning the Bonds in their particular state or local jurisdiction and regarding any pending or proposed federal or state tax legislation. regulations or litigation, as to which Bond Counsel expresses no opinion. 29 During recent years, Iegislative proposals have been introduced in Congress, and in some cases enacted, that altered certain federal tax consequences resulting from the onnership of obligations that are similar to the Bonds. In some cases, these proposals have contained provisions that altered these consequences on a retroactive basis. Such alteration of federal tax consequences may have affected the market value of obligations similar to the Bonds. From time to time, legislative proposals are pending which could have an effect on both the federal tat consequences resulting liom ownershrp of the Bonds and their market value. No assurance can be given that Iegislative proposals will not be enacted that rvould apply to, or have an adverse effect upon, the Bonds. Tax Treatment of Original Issue Discount Under the Code. the difference between the mailrity amount of the Bonds maturing on October I ol the year (the "Discount Bonds"), and the initial offering price to the public, cxcluding bond houses, broksrs or similar pcrsons or organizations acting in the capaciry of underwriters or wholesalers. at which price a substantial amount ofthe Discount Bonds of the samc maturity and, if applicable, interest rate, was sold is "original issuc discount." Original issue discount will accrue over the term of the Discount Bonds at a constant interest rate compoundcd pcriodically. A purchaser who acquires the Discount Bonds in the initial offcrin_s at a price equal to the initial ofl'ering price thereof to the public will be treated as receir,ing an amount of intercst cxcludablc from gross incomc for f'cderal income tax purposes equal to the original issue discount accruing during the period he or she holds the Discount Bonds, and will incrcasc his or hcr adjusted basis in the Discount Bonds by the amount of such accruing discount for purposes of determining taxable gain or loss on the sale or disposition ofthe Discount Bonds. Thc fcdcral income tax consequences of the purchase, ownership and redemption, sale or other disposition of the Discount Bonds which are not purchased in the initial ofl'ering at the initial offering price may bc dctcrmincd according to rules which differ from thosc abovc. Bondholders of the Discount Bonds should consult their own tar advisors with respect to the precise determination for fcdcral incomc tax purposcs of interest accrued upon salc, rcdcmption or other disposition of the Discount Bonds and with respect to the state and local tax conscqucnccs of owning and disposing ofthe Discount Bonds. Tax Treatment of Bond Premium The difference between the principal amount of the Bonds matunng on October 1 of the year (the "Premium Bonds") and the initial offering price to the public (excluding bond houses, brokers or similar persons or organizations acting in the capacrty of under-rvriters or wholesalers) at which price a substantial amount of the Premium Bonds of the same maturity and, if applicable, interest rate, was sold constitutes to an initial purchaser amortizable bond premium which is not deductible from gross income for federal income tax purposes. The amount of amortizable bond premium for a taxable year is determined actuarially on a constant interest rate basis over the term of each of the Premium Bonds. which ends on the earlier of the maturity or call date for each of the Premium Bonds which minimizes the yield on the Premium Bonds to the purchaser. For purposes of determining gain or loss on the sale or other disposition of a Premium Bond, an initial purchaser who acquires such obligation in the initial offenng is required to decrease such purchaser's adjusted basis in the Premium Bond annually by the amount of amortizable bond premium for the taxable year. The amofiization of bond premium may be taken into account as a reduction in the amount of tax-exempt income fbr purposes of determining various other tax consequences of owning the Premium Bonds. Bondholders ofthe Premium Bonds are advised that they should consult with their own tax advisors rvith respect to the state and [ocal tax consequences ofowning the Premium Bonds. 30 LITIGATION The Borower cxpcricnccs claims, litigation, and various lcgal proccedings which individually are not expected to have a material adverse efl-ect on its operations or financial condition, but may, in thc aggrcgatc, have a material impact thereon. On thc date of delivery of the Bonds, the Borrower will certiiy that, except as disclosed in this Official Statement. there is no action, suit, procccding or investigation at law or in equity bcforc or by any court, public board or body, pending. or to the best of the Borrower's knowledge, threatened, against or affecting the Borowcr r.vhcrcin an unfavorable decision, ruling or finding would materially and adversely atl'ect the Borrower, its financial condition or its ability to comply with its obligations undcr the Loan Agreement or the validity or enforceability ofthc Loan Agreement. On thc date of delivery of the Bonds, the lssucr will ccrtifu that there is no action. suit, proceeding or investigation at law or in equity before or by any court, public board or body, pending, or to the best knowledge of the Issucr, thrcatcncd, against or affecting the Issuer, wherein an unfavorable decision, ruling or linding would materially and adversely affect the validity of the Bonds, the Indenture or the Loan Agrccmcnt. LEGAL MATTERS Ccrtain lcgal matters incident to the authorization, issuancc and salc by the Issuer of the Bonds are subject to the approving opinion of Bryant Miller Olive P.A., Miami, Florida. Bond Counscl. Bond Counsel has not been engaged to, nor has it undcrtakcn to, review the accuracy, completeness or sul-liciency of this Official Statement or any other off'ering material relating to the Bonds; provided, however, that Bond Counsel shall render an opinion to the Underwriter of the Bonds (upon which only it may rely) relating to the accuracy of certain statements contained herein under the heading "TAX MATTERS" and certain statements which summarize provisions of cerlain documents described herein. Certain legal matters will be passed upon tbr the Issuer by David Cruz. Esqurre, counsel to the Issuer. as deputy general counsel to the Florida League of Cities. Inc. and Nabors, Giblin & Nickerson, P.A., Tampa. Florida, as Disclosure Counsel. Certain legal matters will be passed upon for the Borrower by Eve Boutsis, Esq.. Dania Beach, Florida. counsel to the Borrower. The proposed text ofthe approving opinion ofBond Counsel to be delivered concurrently rvith the delivery of the Bonds is set forth as APPENDIX E to this Official Statement. The actual legal opinion to be delivered may vary ilom the text of APPENDIX E, if necessary, to reflect facts and law on the date of delivery of the Bonds. The opinion will speak only as of its date, and subsequent distribution of it by recirculation of this Official Statement or otherwise shrll create no implication that Bond ( ounsel has reviewed or expresses an1 opinion eonceming any of the matters ref'erenced in the opinion subsequent to its date. The legal opinions to be delivered by Bond Counsel, Disclosure Counsel, counsel to the Issuer, and counsel to the Borrower concurrently with the delivery of the Bonds are based on existing law, which is subject to change. Such legal opinions are further based on lactual representations made as of the date thereof. The attorneys rendering legal opinions concurrently with the delivery ofthe Bonds assume no duty to update or supplement their respective opinions 31 to reflect any facts or circumstances. including changes in law that may thereafter occur or become effectire. In addition, such legal opinions express the professional judgment of the attomeys rendering the opinions regarding the legal issucs cxprcssly addrcsscd in such opinions. By rendering a legal opinion. the opinion giver does not become an insurer or guarantor of the result indicated by that expression of professional judgment, of thc transaction on which the opinion is rendered, or of the future performance of parties to the transaction. Nor does the rcndcring of an opinion guarantce the outcomc of any lcgal dispute that may arisc out of thc transaction. The fees ofBond Counsel. Disclosure Counsel, and Borrower's Counsel. and payment of the Underwriter's discount, which includes the fees ofcounsel to the Underwriter. are contingent upon the issuance of the Bonds. FINANCIAL STATEMENTS Included in APPENDIX F are the audited financial statements of the Borrou,er as ol September 30, 2023, for the year then ended. Such financial statcmcnts, including thc auditor's repoft. have been included in this Official Statement as a public document, and consent from the auditor was not requestcd. Thc auditor has not pcrformed any sen'ices relating to, and is therefore not associated r.l ith, the issuance of the Bonds. S&P Global Ratings ("S&P") has assigned a rating to the Bonds of " outlook). The rating reflects only the view of S&P and an explanation of the significance of the ratings may be obtained only lrom S&P. The rating is not a recommendation to buy. sell or hold the Bonds. and there is no assurance that such rating will remain in effect for any given period of time or that they will not be revised downward or withdrawn entirely ii, in the judgment of S&P, circumstances so \r'arrant. Any downrvard revision or withdrawal of such ratings may have an adverse efl'ect on the market price of the Bonds. The Underwnter has not undertaken responsibility to bring to the attention of the holders of the Bonds any proposed revision or withdrawal ofthe rating ofthe Bonds, or to oppose any proposed revision or withdrawal. U:\iDERWRITINC (which rncludes net bond [premium] [discount] of $_ and Undenvriter's discount of S , and to reoflbr the Bonds at the prices shown on the inside cover hereof. The initial public offering prices may be changed from time to time by the Underwriter. There can be no assurance that there will be a secondary market lbr purchase or sale of the Bonds. Depending upon prevailing market conditions, including the financial condition or market positions of firms which may make the secondary market, evaluation of the Borrower's capabilities and the financial condition and results of their operations, there may not be a price of $ 32 RATINGS I (the "Underwriter"). has agreed to purchase the Bonds at a secondary market for the Bonds tiom time to time, and invcstors in the Bonds may bc unable to divest themselves of their interests therein. The Underwriter and its afllliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and invcstment banking, financial advisory, investment management, principal investment, hedging. financing. and brokerage scrvices. The Underwritcr and its respective affihatcs have, from time to timc, performed, and may in the future perfbrm, various investment banking services for the Issuer or the Borrower, for rvhich they rcccivcd or u'ill receive customary fccs and expenses. In thc ordinary course of their various business activitics, the Underwriter and its respective affiliates may make or hold a broad array of investments and actively trade debt and equity secunties (or rclated derivative securities, which may include credit default sr.vaps) and financial instruments (including bank loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securitics and instruments. Such in\estment and securities activities may involve securities and instruments ofthe Issuer and the Borrower. Thc Underwriter and its rcspcctive affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express indcpcndcnt research views in respect of such asscts, securities or instruments and may at any time hold, or recommend to clients that they should aoquire, long and/or short positions in such asscts. securities and instruments. Bond Counsel and Disclosure Counsel may, from time-to-time. serve as counsel to the Underw'riter on matters unrelated to the issuance ofthe Bonds. FINANCIAL ADVISOR TO THE ISSUER The Issuer has retained Public Resources Advisory Group. Inc., St. Petersburg. Florida, as Financial Advisor in connection with the Bonds. The Financial Advisor is not obligated to undertake and has not undertaken to make, an independent veriflcation or to assume responsibility for the accuracy, completeness or fairness of the information contained in this Oflicial Statement. Public Resources Advisory Group, Inc. is an independent advisory firm and is not engaged in the business of underwriting, trading or distributing municipal or other public securities. CONTINUING DISCLOSUR.E In compliance with Securities and Exchange Commission Rule 15c2-12 under the Securities Exchange Act of 1934, as amended (17 CIFR Part 240, 210.15c2-12) (the "Rule"), the Issuer and the Borrower have each entered into a covenant (a "Continuing Disclosure Agreement") that constitutes the written undertaking for the benefit of the holders of the Bonds required by Section (b)(5)(i) of the Rule. The fbrms of the Continuing Disclosure Agreements for the Borrower and the Issuer are contained in Appendices A and B hereof. As notcd elscwhcrc in this Official Statement, the Bonds constitutc thc thidy-third series of bonds issued by the Issuer. The Issuer's prior bond issues funded loans to various borrowers (the "Prior Borrowcrs"), in a fashion similar to that described herein with respcct to thc Bonds. In connection with its prior bond issues, the Issuer and each of the Prior Borrowers entered into continuing disclosurc agrccmcnts (the "Prior Undertakings") pursuant to the Rulc. Pursuant to the Prior Undertakings, the Issuer and each Prior Borrorver agreed to provide certain annual financial information on or bcfbrc certain specified dates after the end of each fiscal year of thc Issuer and the respective Prior Borrowers. The Borrorver has not entered into a continuing disclosurc agrcement under the Rule. DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS Rulc 69W-400.003. Rules of Govemment Securities under Section 517.051(l), Florida Statutes, promulgated by the Florida Department of Financial Services. Office of Financial Regulation. Division of Sccuntics and Financc ("Rule 69W-400.003"), requires the lssuer to disclose each and every default as to the payment of principal and interest with respect to obligations issucd or guarantccd by the Issuer aftcr December 31, 1975. Rule 69W-,100.003 fuither provides. hou'ever. that if the Issuer, in good faith, believes that such disclosures would not be considered material by a reasonablc invcstor, such disclosures may bc omittcd. Except as described below, thc Issucr is not, and sincc Dcccmbcr 31,1975, has not been, in default as to principal of and interest on bonds or other debt obligations. The Bororver has certified that it is not, and sincc Dcccmbcr 31, 1975, has not been, in default as to principal of and interest on bonds or other debt obligations fbr which either ad valorem or non-ad valorem revcnucs ofthc Borrowcr wcrc pledgcd. (REMAINDER OF PAGE INTIINTIONALLY LEFT BLANK) 31 The Borrowcr has not undcrtaken an independent review or investigation of bonds or other debt obligations as to which it has served only as a conduit issuer. To the extent any of bonds or other debt obligations are in default as to principal and/or intorest, thc obligation of the Borrower thereunder is limited solely to payment from funds received by the party on whose behallsuch bonds or other debt obligations wcrc issucd, and the Borrower is not obligated to pay the principal of or interest on such bonds or other debt obligations from any funds of the Borrower. MISCELLANEOUS The summaries of and rcfbrences to all documents. statutos, reports and other instruments ref-erred to herein do not puryort to be complete, comprehensive or definitive. and each such refcrcncc or summary is qualified in its entirety by referencc to cach such document. statutc, report or other instrument. So iar as any statements made in this Official Statement involve matters of opinion or arc estimates, whether or not cxprcssly stated. they are sct forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. FLORIDA MUNICIPAL LOAN COUNCIL By' Its: Chairman CITY OF DANIA BEACH. FLORIDA By Its: Mavor 35 APPENDIX A FOR-NI OF CONTINUING DISCLOSURE ACREEMENT FOR THE BORROWER This CONTINUING DISCLOSURE AGREENIENT dated as of October 1.2024 (the "Continuing Disclosure Agreement") is executed and delivered by the City of Dania Bcach, Flonda. a Florida municipality ("Obligated Entity"), and by Florida League of Cities, Inc., a Florida corporation not-for-profit. as Disscmination Agcnt (thc "Dissemination Agent") hereunder. Additional capitalized terms used herein shall have the meanings ascribed thereto in Section 2 hereof SECTION 1. Nature of Undertakins. This Continuin g Disclosure Agreement constitutes an undertaking by the Obligated Entity under paragraph (b)(5) ofthe Rule to provide Financial Information and noticc ofthe occumence of ccrtain cvcnts with rcspcct to the Bonds, as provided in paragraph (b)(5Xi)(C) of the Rule, and otherwise to assist the Participatrng Undenvriter in complying with paragraph (b)(5) of the Rule with respect to the Offering of the Bonds. Among other things. the Obligated Entity is hereby undertaking (i) to disseminate an Annual Report not later than the June 30 following the end of cach Fiscal Ycar of the Obligated Entity in accordance .,vith Section 4 hereoi which contains Financial lnformation with respect to thc Obligatcd Entity, (ii) if an Annual Rcport docs not contain the Audited Financial Statements, to disseminate the Audited Financial Statements in accordance with Section 4 hereof as soon as practicablc after thcy shall havc bccn appror-cd by the Governing Body, (iii) to provide notice in a timely manner, in accordance with Section 6 hereof, of the occurrence of any of the Listed Events related to the Obligated Entity and (iv) to provide notice in a timely manner. in accordance with Section 4(e) hereof, of any failure to disseminate an Annual Report in accordance with the preceding clause (i) of this sentence. SECTION 2. Definitions. In addition to the definitions set forth above and in the herein-defined lndenture, rvhich shall apply to any capitalized terms used herein. the following capitalized terms shall have the following meanings, unless otherwise defined therein: "Annual Report" means a document or set of documents ivhich (a) identifies the Obligated Entity; (b) contains (or includes by ref-erence to documents which were filed with the SEC or EMMA pnor to the date that the Annual Report containing such reference is provided to the Dissemination Agent in accordance with Section 4 hereof): (i) Financial infbrmation and Operating Data for the Obligated Entity; (ii) Audited Financial Statements if such Audited Financial Statements shall have been approved by the Goveming Body at the time the Annual Reporl is required to be provided to the Dissemination Agent in accordance with Section 4 hereol and (iii) Unaudited Financial Statements if the Audited Financial Statements shall nor have been approved by the Gor.eming Body at the time the Annual Report is required to be provided to the Dissemination Agent in accordance with Section 4 hereof: (c) in the event that the Obligated Entity delivers a Continuing Disclosure Certificate to the Dissemination Agent pursuant to Section 5(b) hereof. contains (in the case of the Annual Report disseminated on or immediately after the date such Continuing Disclosure Cefiificate is so delivered) a narratil e explanation of the reasons fbr the changes in Financial Infbrmation an&or Operating Data set A-l fbrth in such Continuing Disclosure Certificate and the effect of thc changes on thc types of Financial Information and/or Operating Data being provided in such Annual Report; and (d) in thc cvcnt that the Obhgated Entity authorizes a change in the accounting principles by r.vhich its Audited Financial Statements are prepared, contains (in the case of the Annual Report disscminated on or immcdiately after the datc of such change) (l) a comparison betwccn the Financial Information prepared on the basis ofthe neu,accounting principles which is contained in such Annual Rcport and the Financial Information preparcd on the basis of thc former accounting principles which was contained in the previous Annual Report disseminated immediately prior to such Annual Report and (2) a discussion of the differences betwccn such accounting principles and the efi'ect of such change on the presentation of the Financial Information being providcd in such Annual Report. "Annual Report Certificate" mcans an Annual Report Ccrtificate in the form attached hereto as Exhibit A. "Annual Report Date" means the June 30 following the end of a Fiscal Year "Audited Financial Statements" means the financial statements of the Obligated Entity which have becn cxamincd by independent certificd public accountants in accordancc with generally accepted auditing standards. "Bondholder" means (i) the registered orvner of a Bond and (ii) the beneficial owner of a Bond, as the term "bencficial owner" is used in any agreemcnt with a securities depository for the Bonds and as the term may be modified by an intelpretation by the SEC of paragraph (b)(5) of the Rule. ItBonds, means the $_* Florida Municipal Loan Council Refundrng and Improvement Revenue Bonds, Series 7024C (City of Dania Beach Series). "Continuing Disclosure Agreement" means this Continuing Disclosure Agreement, as the same may be supplemented and amended pursuant to Section 8 hereof. "Continuing Disclosure Certi{icate" means a Continuing Disclosure Certificate in the form attached hereto as Exhibit B delivered by the Obligated Entity to the Dissemination Agent pursuant to Sectron 5 hereof. "Dissemination Agent" means Florida League of Cities. Inc.. acting in its capacity as Dissemination Agent hereunder, or any successor Dissemination Agent which is appointed pursuant to Section 3 hereof or to which the responsibilitres of Dissemination Agent under this Continuing Disclosure Agreement shall have been assigned in accordance with Section t hereof'. means the Electronic Municipal Market Access System as described in Securities and Exchange Commission Release No. 34-59062 and maintained by the Municipal Securities Rulemaking Board fbr purposes of the Rule as further described in Sections 4 and 6 hereof. A-2 "Final Official Statement" mcans thc Final Official Statement prepared in conncction with the Offering of the Bonds. "Financial lnformation" means financial information related to the Obligated Entity ol the typcs identified in the Continuing Disclosure Certificatc most rcccntly delivered by the Obligated Entity to the Dissemination Agent in accordance with Section 5 hereo| The Financial Information (i) shall be prepared for the Fiscal Year immediately preceding thc datc of the Annual Report containing such Financial Information, and (ii) shall be prepared on the basis of the Auditcd Financial Statcments to be provided to the Dissemination Agent concurrently with the Annual Report, provided that, if the Audited Financial Statements are to be provided to the Disscmination Agent subsequent to the date that the Annual Report is provided to the Dissemination Agent. such Financial Information may be prepared on the basis of the Unaudited Financial Statcmcnts. "Governing Body" shall mcan the govcming body of thc Obligatcd Entity which shall approve the Audited Financial Statements. "Indenture" means the Trust Indenture dated of even date herewith by and between Florida Municipal Loan Council, as Issuer, and Thc Bank of Ncw York Mcllon Trust Company, N.A.. as Trustee. ["Insurer" shall mean , as insurer of the Bonds.l 'rl-oan Agreement means the Loan Agreement dated of even date herewith, between the Issuer and the Obligated Entity. "Listed Events" means any ofthe events which are set forth in Section 6 hereot'. "MSRB" means the Municipal Securities Rulemaking Board. "Offering" means the primary offering of the Bonds for sale by the Participating lJnderwriter. "Operating Data'r means operating data of the types identified in the Continuing Disclosure Certificate most recently delivered by the Obligated Entity to the Dissemination Agent in accordance wrth Section 5 hereof. The Operating Data shall be prepared fbr the Fiscal Year immediately preceding the date ofthe Annual Report containing such Operating Data. " Participating Underlvriter" means A-3 "Event Notice" mcans notice ofthe occurrence ofa Listed Evcnt. "Rating Agency" means _! or any successor thereto. "Rule" mcans Rule l5c2l2 adoptcd by the SEC under the Securities Exchangc Act of lqJ4, as amended. as the Rule may be amended from time lo lime. or an) successor provision thereto. "Trustee" means The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture. "Unaudited Financial Statements" means unaudited financial statements of the Obligated Entity for any Fiscal Year which have bccn prepared on a basis substantially consistent with the Audited Financial Statements to be subsequently prepared for such Fiscal Ycar. SECTION3. Aonointment of Dissemination A p ent: Ob lisa ti ons of o b liqa ted Enti tv Respecting Undertaking.(a) The Obligated Entity hereby appoints Florida League of Cities, Inc. to act as the initial Dissemination Agent hereundcr. Florida League of Citics, Inc. hcrcby accepts such appointment. The Obligated Entity may, from time to time, appoint a successor Dissemination Agcnt or discharge any then acting Disscmination Agent, with or without causc. If at any time there shall be no Dissemination Agent appointed and acting hereunder or the then appointed and acting Dissemination Agent shall fail to perform its obligations hereunder, the Obligated Entity shall discharge such obligations until such time as the Obligated Entity shall appoint a successor Dissemination Agcnt or the then appointed and acting Dissemination Agent shall resume the performance of such obligations. (b) The Obtigated Entity hereby acknowledges that the Obligated Entity is obligated to comply with this Continuing Disclosure Agreement and that the appointment of the Dissemination Agent as agent ofthe Obligated Entity for the purposes herein provided does not relieve the Obligated Entity of its obligations with respect to this Continuing Disclosure Agreement. SECTION 4. Annual Financial Information.(a) The Financial Information shall be contained in the Annual Reports and, if provided separately in accordance with Section 5(b) hereof, the Audited Financial Statements which the Obligated Entity is required to deliver to the Dissemination Agent for dissemination in accordance with this Section 4. (b) The Dissemination Agent shall notifu the Obligated Entity of each Annual Report Date and ofthe Obligated Entity's obligation hereunder not more than 60 and not less than 30 days prior to each Annual Reporl Date. The Obligated Entity shall provide an Annual Reporl to the Dissemination Agent, together with an Annual Repon Certificate, not later than each Annual Report Date, provided that. if the Annual Report does not include the Audited Financial Statements, the Obligated Entity shatl provide the Audited Financial Statements to the Dissemination Agent as soon as practicable after they shall have been approved by the Goveming Body. A-4 "SEC" mcans the Securities and Exchange Commission. (c) The Dissemination Agent shall providc thc Annual Report and, if received separately in accordance with Section 4(b) hereof. the Annual Financial Statements. to EMMA, thc Trustee, the Issuer, the Rating Agency and the lnsurer within flve (5) Busincss Days after receipt thereof from the Obligated Entity. (d) The Dissemination Agent shall provide the Issuer, the Obligated Entity and thc Trustee written confirmation that the Annual Repot and, ifreceived separately in accordancc with Section 4(b) hereof. the Annual Financial Statements, were provided to EMMA in accordancc with Scction 4(c) hcrcof. (") If thc Disscmination Agcnt shall not have filed thc Annual Rcpoft by thc Anmral Reporl Date, the Dissemination Agent shall so notifi/ the Obligated Entity, EMMA, the Trustcc and the Insurer within five (5) Business Days ofthe Annual Report Date. SECTION 5. Continuins Disclosure Certificates. (a) Thc Obligatcd Entity shall prepare a Continuing Disclosure Certificate in the form attached hereto as Exhibit B in connection with the Offering ofthe Bonds and shall dclivcr thc samc to thc Disscmination Agent fbr dissemination to the Parlicipating Underwriter. Issuer and Trustee. (b) Prior to the deletion or substitution of any Financial Information and Opcrating Data in the Continuing Disclosure Ccrtificatc from thc information listcd in Exhibit B hereto. the Obligated Entity will obtain an opinion of nationally recognized disclosure counsel (which may also act as outsidc counsel to thc Obligatcd Entity) addressed to the Issuer, thc Parlicipating Underwriter. the Trustee and the Dissemination Agent. to the effect that said deletion or substitution is permitted by the Rule and the Financial and Operating Data to be provided will comply with the Rule, as in et}'ect on the date of the Of'fering of the Bonds and taking into account any amendment or interpretation ofthe Rule by the SECI or any adjudication of the Rule by a final decision of a court of competent junsdiction which may have occured subsequent to the execulion and delivery of this Continuing Disclosure Agreement. The Dissemination Agent is entitled to rely on such opinion without further investigation. (d) Any delivery of a Continuing Disclosure Certiflcate pursuant to Section 5(a) hereof shall not be deemed to be an amendment to this Continuing Disclosure Agreement and shall not be subject to the provisions of Section 8 hereof'. StrCTION 6. ReDortins o f Listed Events (a) Pursuant to the provisions of this Section 6, the Obligated Entity shall direct the Dissemination Agent to provide, in the appropriate fbrmat recluired by law or applicable regulation. in a timely manner such that A-5 (c) Notwithstanding Section 5(b) hereof, the Obligated Entity shall not be required to comply with Section 5(b) hereof if such Section shall no longer be deemed to be required in order for this Continuing Disclosure Agreement to comply with the Rule as a result of the adoption, rendering or delivery of (i) an amendment or interpretation of the Rule by the SEC, (ii) an adjudication of the Rule by a final decision ol a court of competent jurisdiction or (iii) an opinion of nationally recognized disclosure counsel (which may also act as outside counsel to the Obligated Entity), in each case, to that efI'ect. notice to EMMA can be provided not in excess often busincss days after the occurrence of thc event, notice of the occurrence of any of the following events, with respect to the Loan and the Bonds: (i")unscheduled draws on credit enhancements reflecting financial difficulties; (u) substitution ofcrcdit facility providers, or thcir failurc to perform; (r'i) adverse tar opinions, the issuance by thc Intemal Revenue Servicc of proposed or tinal determinations of taxability, Notices ol Proposed Issue (lRS form 5701-TEB) or other material noticcs or determinations with respect to the tax status of the Loan or Bonds, or other material events affecting the tax status ofthc Loan or Bonds; (i) (i, (iiD (vii) (viii) (ix) (x) principal and interest payment delinquencies; non-payment relatcd defaults, if material; unscheduled draws on debt service reserves reflecting financial difficulties; modifications to rights of holdcrs ofthe Bonds, if material: Bond calls, if material. and tender offers: deleasances: release, substitution, or sale of any property securing repayment of the Loan or Bonds, if matenal; rating changes; bankruptcy, insolvency, receivership or similar events of the Obligated Entity (which is considered to occur when any ofthe following occur: the appointment of a receiver, fiscal agent or similar officer for the Obligated Entity in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or govemmental authority has assumed jurisdiction over substantially all of the assets or business of the Obligated Entity, or if such jurisdiction has been assumed by leaving the existing goveming body and officials or officers in possession but subject to the supen'ision and orders of a coufi or govemmental authority, or the entry of an order confirming a plan of reorganization, araangement or liquidatron by a court or govemmental authority having supen'ision or jurisdiction over substantially all of the assets or business of the Obligated Entity). (xi) (xii) A-6 (xiii)the consummation of a merger, consolidation, or acquisition involving thc Obligated Entity or the sale of all or substantially all of the assets of the Obligated Entity, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination ofa definitrve agreement relating to any such actions. other than pursuant to its terms, if materiali (xiv) the appointment ofa successor or additional trustee or the change of name of the trustee, if material; (*u) incurrence of a financial obligation of the Obligated Entity, if matcrial, or agreement to covenants, events of defbult, remedies, priority rights, or othcr similar tcrms of a financial obligation of thc Obligatcd Entity, any of which at'fect holders of the Bonds, if material (fbr purposes of the foregoing and paragraph (xvi) betow. "financial obligation" mcans a (a) debt obligation; (b) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planncd debt obligation; or (c) a guarantee of(a) or (b)); (xvii) in a timely mannerJ notice of tailure to provide annual Financial Information before the date(s) specified in Section 4 hereof. (b) If the Obligated Entity instructs the Dissemination Agent to provrde an Event Notice pursuant to Section 6(a) hereof, the Dissemination Agent shall, within three (3) Business Days thereafter, file an Event of Notice with EMMA, the Trustee, the Rating Agency, the Issuer and the Insurer. The Dissemination Agent shall provide the Obligated Entity, the Issuer and the Trustee written confirmation that such Event Notice u,as prol ided to EMMA in accordance with this Section 6(b). (c) Notwithstanding the fbregoing, whenever the Obligated Entity authorizes a change in either its Fiscal Year or the accounting principles by which its Audited Financial Statements are prepared, the Obligated Entity shall provide the Dissemination Agent with written notice of such change and instruct the Dissemination Agent to file a copy of such notice u-ith EMMA, the lssuer, the Insurer, the Rating Agency and the Trustee. and the Dissemination Agent shall, within three (3) Business Days thereafter, file a copy of such notice with EMMA, the Issuer, the lnsurer, the Ratrng Agency and the Trustee. The Dissemination Agent shall provide the Obligated Entity written conhrmation that such notice was provided to EMMA in accordance with this Section 6(c). A-7 (xvi) default, event ol acceleration, termination event, modifioation of terms, or other similar cvcnts under the terms of a financial obligation of thc Obligated Entity, any of which reflect financial difliculties; and SECTION 7. Additional Information. Nothing in this Continuing Disclosure Agreement sha[[ be deemed to prevent (i) the Obligated Entity from disseminating any information or notice of the occurrence of any event using the means of dissemination specified in this Continuing Disclosure Agreement or other means or (ii) the Obligatcd Entity from including in an Annual Report any information which shall be in addition to the Financial Information, Operating Data and Audited or Unaudited Financial Statements required by Section 4 hereof to be included in such Annual Report, provided that this Continuing Disclosure Agreement shall not bc dccmcd to rcquire the Obligated Entity to includc or updatc any such additional information in any subsequently prepared Annual Report. SECTION 8. Amendments: Waivers. This Continuing Disclosure Agreement may be amended. and any provision hereof may be rvaived, by thc partics hcreto if prior to the effective date of any such amendment or waiver, the Obligated Entity delivers to the Dissemination Agent, thc Issucr and the Trustee an opinion of nationally recognized disclosure counscl (which may also act as outside counsel to the Obligated Entity). to the effect that the amendment is permitted under thc Rulc and that this Continuing Disclosurc Agrccmcnt (taking into account such amendment or waiver) complies with the Rule, as in eflbct on the date of the Offering of Bonds or after the cxccution and delivery of this Continuing Disclosure Agreement, taking into account any amendment or interpretation of the Rule by the SEC or any adjudication of the Rule by a final decision of a court of competent jurisdiction which may have occurred subsequent to the execution and delivery ofthis Continuing Disclosure Agreement. The Dissemination Agent shall notify EMMA of any such amendment and shall providc EMMA with a copy of any such amendment. SECTION 9. Assisnment. The Obl igated Entity may not assign its obligations under this Continuing Disclosurc Agrccmcnt. The Dissemination Agent may assign its nghts and responsibilities hereunder to a third party with the consent of the Obligated Entity, which shall not be unreasonably withheld. SECTION 10. Compensation of the Dissemination Asent. As compensation to the Dissemination Agent lbr its services pursuant to this Continuing Disclosure Agreement. the Obligated Entity agrees to pay all fees and all expenses of the Dissemination Agent including, without limitation, all reasonable expenses, charges, costs and other disbursements in the administration and performance of its duties hereunder. and shall to the extent permitted by law indemnify and save the Dissemination Agent and its officers, directors. attomeys, agents and employees harmless from and against any costs, expenses, damages or other liabilities (including attomeys' fees) which it (or they) may incur in the exercise of its (or their) powers and duties hereunder, except with respect to its (or their) willful misconduct or gross negligence. Nothrng contained herein rs intended to be nor shall it be construed as a waiver of any immunity from or limitation of liability that the Obligated Entity may be entitled to pursuant to the Doctrine of Sovereign Immunity or Section 768.28, Florida Statutes. Notwithstanding anything to the contrary contained herein, the obligations of the Obligated Entity hereunder shall be limited obligations payable solely from the sources provided under Section 2.02(a) of the Loan Agreement. SECTION ll. Concernins the Dissemination A ent and the Obli ated E nti tv (a) The Dissemination Agent is not answerable for the exercise ofany discretion or power under this Continuing Disclosure Agreement or for anything whatever in connection here*ith, except only its own willful misconduct or gross negligence. The Dissemination Agent shall have no liability A-li to the Bondholders or any othcr pcrson with respect to the undertakings described in Scction I hereof except as expressly set fofih in this Continuing Disclosure Agreement regarding its own willful misconduct or gross ncgligcncc. (b) Thc Disscmination Agent has no responsibility or liability hereunder for determining compliance for any intbrmation submitted hereunder with any law, rule or regulation or the tcms of this agrccmcnt. The Dissemination Agent shall have no responsibility for disseminating infbrmation not delivered to it or giving notice of non-delivery except as spccifi cally rcquircd hcreunder. (c) The paties to this Continuing Disclosurc Agrccmcnt acknowlcdge and agree that the Obligated Entity assumes no obligations hereunder other than those specilically assumed by the Obligated Entity herein. SECTION 12. Termination of this Continuinq Disqlosure Aqreeqren!. This Continuing Disclosure Agreement terminates. shall terminate at such time as the Loan Agreement SECTION 13. ESnSfiSlerie!. This Continuing Disclosurc Agrccmcnt shall inure solely to the benefit of the Obligated Entity, the Dissemination Agent. the Trustee, the Issuer, the Insurcr, thc Participating Underwriter and the Bondholders. This Continuing Disclosurc Agreement shall not be deemed to inure to the benetit of or grant any rights to any party other than the parties specified in the preceding sentence. SECTION 14. @fpaf!f. This Continuing Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. SECTION 15. Governinq Law This Continuing Disclosure Agreement shall be govemed by the laws ofthe State ofFlorida. IN WITNESS WHEREOF, the Obligated Entity and the Dissemination Agent have caused this Continuing Disclosure Agreement to be executed and dehvered as of the date first written above. CITY OF DANIA BEACH, FLORIDA, Obligated Entity FLORIDA LEAGUE OF CITIES. INC.. as Dissemination Agent AS B.'''' I ts: A-9 Mavor By' Its: The undersigncd duly appointcd and acting Mayor ofthe City of Dania Beach, Florida a Florida municipality. as Borrower under the Continuing Disclosure Agreement (hereinaller describcd) (thc "Borrowcr"), hcrcby ccrtifics on bchalf of thc Borrower pursuant to the Continuing Disclosure Agreement dated as of October l. 2024 (the "Continuing Disclosure Agrccment") executed and delivered by thc Borrou'er and acccpted by Florida Lcague of Citics, Inc.. as Dissemination Agent (the "Dissemination Agent"). as tbllows: l. Definitions. Capitalized terms used but not delined herein shall have the meanings ascribcd thcreto in the Continuing Disclosurc Agrccmcnt. 2. Annual Report. Accompanying this Annual Rcport Certificate is the Annual Repon for the Fiscal Year ended 3. Compliance with Continuins Disclosure Asreement. The Annual Report is being dclir crcd to the Disscmination Agent hcrcwith not latcr than June 30 following thc cnd of the Fiscal Year to which the Annual Report relates. The Annual Report contains, or includes by refcrcncc. Financial Information and Opcrating Data of the types idcntificd in the Continuing Disclosure Certificate most recently delivered to the Dissemination Agent pursuant to Section 5 of thc Continuing Disclosure Agrccmcnt. To the cxtcnt any such Financial Information or Operating Data is included in the Annual Report by reference, any document so referred to has been previously provided to EMMA or filed with the SEC. Such Financial Information and Operating Data have been prepared on the basis of the [Audited, Unaudited] Financial Statements. ISuch Audited Financial Statements are included as parr of the Annual Report.] [Because the Audited Financial Statements have not been approved by the Goveming Body as of the date hereof, the Unaudited Financial Statements have been included as part of the Annual Report. The Unaudited Financial Statements have been prepared on a basis substantially consistent with such Audited Financial Statements. The Borrower shall delirer such Audited Financial Statements to the Dissemination Agent as soon as practicable after they have been approved by the Governing Body.l A-10 EXHIBIT A Form of Annual Report Certificate Bv: lN Wll'NESS WHEREOI', the undersigncd has cxecutcd and dclivcred this Annual Report C'ertilicate to the Dissemination Agent, which has received such certificate and the Annual Rcport. all as of the day of the _ day of City of Dania Beach, Florida, as Borrower Bv lts: Mayor Acknorvlcdgmcnt of Rcccipt: Flonda League of Cities. lnc. as Disscmination Agent Its A-ll EXHIBIT B Form of Section 5(a) Continuing Disclosure Certificate Florida League of Cities, lnc. 301 Bronough Street, Suite 300 Tallahassee. Florida 32301 The undersigned duly authorized signatory of the City of Dania Beach, Florida (the "Borrower") hereby certifics on behalf of the Borrower pursuant to the Continuing Disclosure Agreement dated as of October 1,2024 (the "Continuing Disclosure Agreement") executed and delivcrcd by the Borower and accepted by Flonda Lcague of Cities, Inc., as Dissemination Agent (the "Dissemination Agent"), as follows: l. Definitions. Capitalized terms used but not defined herein shall have the meanings ascribcd thereto in the Continuing Disclosure Agrccment. 3. Financial. Information and Operatins Data lncluded in Final Officlal S1A!e!r9!l!. The following types of Financial Information and Operating Data wcrc included in thc Final Official Statement Ibr the Bonds and are to be included in the Annual Report: (u) Financiallnfbrmation City of Dania Beach Non-Ad Valorem Revenue Anti-Dilution Test City of Dania Beach Historical Non-Ad Valorem Revenues None(b) Operating Data: 4. Annual Rgpa{. Until such time as the Borrower delivers a revised Continuing Disclosure Certificate and an opinion of disclosure counsel to the Dissemination Agent pursuant to Section 5 of the Continuing Disclosure Agreement, the Frnancial Information and Operating Data of the types identified in paragraph 3 of this certificate shall be included in the Annual Reports delivered by the Dissemination Agent pursuant to Section 4 of the Continuing Disclosure Agreement. 2. Pumose. The Borrowcr is delivering this Continuing Disclosurc Certificate to the Dissemination Agent pursuant to Section 5(a) ofthe Continuing Disclosure Agreement- A-12 IN WITNESS WHEREOF, thc undcrsigrcd has cxecuted and dclivcred this Continuing Disclosure Certificate to the Dissemination Agent, which has received the same, all as of the day of City of Dania Beach, Florida, as Borrower Bv: Its: Mayor Acknowlcdgment of Rcccipt: Florida League of Cities. Inc.. as Disscmination Agent By Its: A-13 APPENDIX B FORT'I OF CONTINUING DISCLOSURE AGRI EMENT FOR THE ISSUER This CONTINUING DISCLOSURE AGREEMENT dated as of October 1,2024 (the "Continuing Disclosure Agrccmcnt") is executed and dclivcrcd by the Florida Municipal Loan Council ("Issuer"), and by Florida League of Cities. Inc., a Florida corporation not-1br-prollt, as Dissemination Agcnt (thc "Dissemination Agent") hcrcundcr. Additional capitalizcd tcrms uscd herein shall have the meanings ascribed thereto in Section 2 hereof. SECTION 1.at re of Undertakin This Continuing Disclosure Agreement constitutcs an undertaking by the lssuer undcr paragraph (b)(5) of the Rulc to provide Annual Financial information and notice ofthe occurence ofcertain events with respect to the Bonds, as providcd in paragraph (bXsXr)(C) of thc Rulc, and otherwise to assist thc Participating Undenvriter in complying with paragraph (b)(5) ol the Rule with respect to the O|'ering of the Bonds. Among other things, the Issuer is hcrcby undertaking (i) to disseminatc an Annual Report not later than the June 30 following the end of each Fiscal Year of the Issuer in accordancc with Section ,1 hereof. which contains Annual Financial Information $'ith respect to the lssuer, (ii) if an Annual Report does not contain the Audited Financial Statements, to disseminate the Auditcd Financial Statements in accordance with Section 4 hereof as soon as practicable after they shall have been approred by the Goveming Body, (iii) to provide notice in a timely manner, in accordance lvith Section 6 hercof, of the occurrence of any of thc Listcd Events related to the Issuer and (iv) to provide notice in a timely manner, in accordance with Section 4(e) hereof, of any failure to disseminate an Annual Report in accordance with the preceding clause (i) of this sentence. SECTION 2. Definitions. In addition to the definitions set lbrth above and in the herein- defined Indenture, which shall apply to any capitalized terms used herein. the following capitalized terms shall have the following meanings, unless othetwise defined therein: "Annual Report" means a document or set ofdocuments which (a) identifies the Issuer; (b) contains (or includes by reference to documents rvhich were filed with the SEC or with EMMA prior to the date that the Annual Report containing such reference is provided to the Dissemination Agent in accordance with Section 4 hereof): (i) Financial information and Operating Data for the lssuer; (ii) Audited Financial Statements if such Audited Financial Statements shall have been approved by the Goveming Body at the time the Annual Report is required to be provided to the Dissemination Agent in accordance with Section 4 hereof; and (iii) Unaudited Financial Statements if the Audited Financial Statements shall not have been approved by the Governing Body at the time the Annual Report is required to be provided to the Dissemination Agent in accordance with Section 4 hereol (c) in the event that the Issuer delivers a Continuing Disclosure Cetificate to the Dissemination Agent pursuant to Section 5(b) hereof, contains (in the case of the Annual Report disseminated on or immediately after the date such Continuing Disclosure Certificate is so delivered) a narrative explanation of the reasons fbr the changes in Financial Information and/or Operating Data set forth in such Continuing Disclosure Certiflcate and the etl'ect of the changes on the types of Financial Infbrmation andTor Operating B-l Data bcing providcd in such Annual Repon: and (d) in thc cvcnt that thc Issuer authorizcs a change in the accounting principles by which its Audited Financial Staten'rents are prepared. contains (in the case of the Annual Rcpon disscminated on or immcdiatcly atier the date of such change) (l) a comparison betrveen the Financial Information prepared on the basis of the new accounting pnnciplcs which is containcd in such Annual Rcport and thc Financial lnformation prepared on the basis of the fbrmer accounting principles which was contained in the previous Annual Rcport disscminatcd immediatcly prior to such Annual Rcport and (2) a discussion ofthe ditl'erences between such accounting pnnciples and the ef'f'ect of such change on the presentation ofthc Financial Information bcing providcd in such Annual Rcport. "Annual Report Date" mcans thc June 30 follorving thc cnd ofa Fiscal Year "Audited Financial Statements" means the financial statcmcnts of the lssuer *'hich have been examined by independent certified public accountants in accordance with generally acccptcd auditing standards. "Bondholder" mcans (i) thc registered orvner of a Bond and (ii) thc bcneficial owner of a Bond, as the term "beneticial owner" is used in any agreement with a securities depository for thc Bonds and as the tcrm may bc modified by an interprctation by thc SEC of paragraph (b)(5) of the Rule. "Bonds'r means the $_* Florida Municipal Loan Council Refunding and lnrprovcnrent Revenue Bonds, Scrics 2024C (City of Dania Beach Scrics). "Continuing Disclosure Agreement" means this Continuing Disclosure Agreement. as the same may be supplemented and amended pursuant to Seclion 8 hereotl "Continuing Disclosure Certificate" means a Continuing Disclosure Certit'icate in the firrm attached hereto as Exhibit A delivered by the Issuer to the Dissemination Agent pursuant to Section 5 hereof'. "Dissemination Agent" means Florida League of Cities, Inc.. acting in its capacity as Dissemination Agent hereunder, or any successor Dissemination Agent which is appointed pursuant to Section 3 hereof or to which the responsibilities of Dissemination Agent under this Continuing Disclosure Agreement shall have been assigned in accordance with Section t hereof. "EMMA" means the Eleclronic Municipal Market Access System as described in Securities and Exchange Commission Release No. 34-59062 and maintained by the Municipal Securities Rulemaking Board for purposes of the Rule as funher described in Sections 4 and 6 hereof'. "Final Official Statement" means the Final Official Statement prepared in connection with the Offering of the Bonds. B-2 "Event Notice" means notice of the occurrence of a Listed Event. "Financial Information" means financial infbrmation related to thc Issuer of the types identified in the Continuing Disclosure Certificate most recently delivered by the Issuer to the Dissemination Agent in accordancc with Section 5 hercofl The Financial Information (i) shall be prepared for the Fiscal Year immediately preceding the date of the Annual Report containing such Financial Information, and (ii) shall be prepared on thc basis of the Audltcd Financial Statements to be provided to the Dissemination Agent concurrently with the Annual Report, providcd thar, if the Auditcd Financial Statements arc to be provided to thc Dissemination Agent subsequent to the date that the Annual Report is provided to the Dissemination Agent. such Financial Infomation may be prepared on the basis of the Unaudited Financial Statements. "Governing Bod1"' shall mean thc governing body ofthc Issucr which shall approve thc Audited Financial Statements. "Indenture" means the Trust lndenture dated of even date herewith, by and between the Issucr and The Bank of Ncw York Mellon Trust Company, N.A., as Trustee. ["lnsurer" mcans "Issuer" means Florida Municipal Loan Council. "Listed Events" means any ofthe events which are set forth in Section 6 hereof. "MSRB" means the Municipal Securities Rulemaking Board. "Offering" means the primary offering of the Bonds for sale by the Participating Underwriter. "Operating Data" means operating data of the types identified in the Continuing Disclosure Certificate most recently delivered by the Issuer to the Dissemination Agent in accordance with Section 5 hereof. The Operating Data shall be prepared for the Fiscal Year immediately preceding the date ofthe Annual Report containing such Operating Data. "Rating Agency" means _ , or any successor thereto "Rule" means Rule l5c2-12 adopted by the SEC under the Securities Exchange Act of 1934, as amended. as the Rule may be amended from time to time. or any successor provtsion thereto. "SEC" means the Securities and Exchange Commission "Trustee" means The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture. B-3 "Participating Underwriter" means _. "Unaudited Financial Statements" means unaudited financial statements of the Issusr fbr any Fiscal Year which have been prepared on a basis substantially consistent with the Audrted Financial Statements to bc subscqucntly prepared for such Fiscal Ycar. SECTION 3. Appointme nt of Dissemination Asent: Oblisations of Issuer ResDectinq Undertaking.(a) The Issuer hereby appoints Florida League of Cities, lnc. to act as thc initial Dissemination Agent hcrcundcr. Florida Lcaguc of Citics, Inc. hereby accepts such appointment. The Issuer may, Iiom Iime to time, appoint a successor Dissemination Agent or dischargc any then acting Disscmination Agent, with or without causc. lfat any time thcre shall be no Dissemination Agent appointed and acting hereunder or the then appointed and acting Dissomination Agcnt shall fail to pcrform its obligations hercundcr. thc lssuer shall dischargc such obligations until such time as lhe Issuer shall appoint a successor Dissemination Agent or thc thcn appointed and acting Disscrnination Agent shall resumc thc pcrformancc of such obligations. (b) The lssuer hereby acknowledges that the lssuer is obligated to comply with this Continuing Disclosurc Agrccmcnt and that the apporntmcnt of thc Dissemination Agcnt as agent of the Issuer tbr the purposes herein provided does not reliele the lssuer of its obligirtions with respect to this Continuing Disclosure Agrecmcnt. SECTION 4. Annual Financial Information. (a) The Financial [nformation shall bc contained in the Annual Reports and, if provided separately in accordance with Section 5(b) hcrcof, thc Auditcd Financial Statcmcnts which the Issuer is rcquircd to deliver to the Dissemination Agent tbr dissemination in accordance with this Section 4. (b) The Dissemination Agent shall notify the Issuer ol each Annual Report Date and of the Issuer's obligation hereunder not more than 60 and not less than 30 days prior to each Annual Report Date. The Issuer shall provide an Annual Report to the Disseminatir,rn Agent not Iater than each Annual Report Date, provided that, if the Annual Report does not include the Audited Financial Statements, the Issuer shall provide the Audited Financial Statements to the Dissemination Agent as soon as practicable after they shall have been approved by the Governing Body. (d) The Dissemination Agent shall provide the Issuer and the Trustee written contirmation that the Annual Report and, if received separately in accordance with Section 4(b) hereof, the Annual Financial Statements, were provided to EMMA in accordance with Section 4(c) hereof. B-+ (c) The Dissemination Agent shall provide the Annual Report and, if recei'"'ed separately in accordance with Section 4(b) hereof, the Annual Financial Statements, to EMMA. the Trustee, the Rating Agency and the Insurer within tlve (5) Business Days after receipt thereof from the Issuer. (e) If the Dissemination Agent shall not have filed the Annual Report by the Annual Report Date, the Dissemination Agent shall so notify EMMA. the Trustee and the Insurer within tive (5) Business Days ofthe Annual Report Date. SECTION 5. Continuing Disclosure Certificates.(a) Thc tssuer shall prcparc a Continuing Disclosure Certificate in the form attached hereto as Exhibit A in connection with the Offering of thc Bonds and shall deliver the samc to thc Dissemination Agent for dissemination to the Panicipating Undenvriter and Trustee. (b) Prior to the deletion or substitution of any Financial Information and Opcrating Data in the Continuing Disclosurc Ccrtificate from thc infbrmatron listcd in Exhibit A hereto, the Issuer will obtain an opinion ofnationally recognized disclosure counsel (which may also act as outsidc counscl Io thc lssuer) addresscd to the Issucr, thc Participating Undcrwriter, the Trustee and the Dissemination Agent. to the etfect that said deletion or substitution is permitted by thc Rule and thc Financial Information and Opcrating Data to bc providcd will comply rvith the Rule. as in ef'lect on the date of the Offering of the Bonds and taking into account any amcndmcnt or intcrprctation ofthe Rulc by thc SEC or any adjudication ofthc Rule by a tinal decision of a court of competent jurisdiction which may have occurred subsequent to the execution and delivery of this Continuing Disclosure Agreement. Thc Dissemination Agcnt is entitled to rely on such opinion rvithout further investigation. (c) Notrvithstanding Section 5(b) hereof, the Issuer shall not be required to comply rvith Section 5(b) hcrcof if such Section shall no longer be dccmcd to be requircd in order Ibr this Continuing Disclosure Agreement to comply rvith the Rule as a result of the adoption, rcndcring or dclivcry of (i) an amcndmcnt or interpretation of thc Rule by the SEC. (ii) an adjudication of the Rule by a tinal decision of a coufi of competent jurisdiction or (iii) an opinion of nationally recognized disclosurc counscl (which may also act as outside counscl to thc Issuer), in each case, to that eftect. (d) Any delivery of a Continuing Disclosure Certillcate pursuant to Section 5(b) hereof shall not be deemed to be an amendment to this Continuing Disclosure Agreement and shall not be subject to the provisions of Section 8 hereof. SECTION 6. Reoortins of Listed Events. (a) Pursuant to the provisions of this Section 6, the Issuer shall direct the Dissemination Agent to provide. in the appropriate format required by lau' or applicable regulation, in a timely manner such that notice to EMMA can be provided not in excess often business days after the occurrence of the event, notice of the occurrence of any of the fbllowing events, with respect to the Bonds: (ii) non-paymentrelateddefaults,ifmatenal; (iii) unscheduled draws on debt service reserves reflecting financial difficulties; ( i\,)unscheduled draws on credit enhancements reflecting financial ditflculties: (v) substitution ofcredit f'acility providers, or their tailure to pertbrm: B-5 (i) principal and interest payment delinquencies; (vi) adverse tax opinions, the issuancc by thc Intcmal Rcvcnuc Servicc of proposed or hnal determinations of taxability, Notices of Proposcd [ssuc (IRS form 5701-TEB) or other matL-rial notices or deternlinations with respect to the tax status of the Bonds, or other material cvcnts affccting thc tax status ofthe Bonds. (vii) modifications to rights ofholders ofthe Bonds. if matcrialt (viii) Bond calls, ifmaterial, and tendcr offers; (ix) defeasances; (x)releasc, substitution, or sale of any property sccuring rcpayment of the Bonds, if material; (xi) rating changes; (xii) bankruptcy, insolvency, receivership or similar events of the Issuer (which is considered to occur whcn any of the following occur: the appointment of a receiver. tiscal agent or similar oflicer for the Issuer in a procccding undcr thc U.S. Bankruptcy Codc or in any other proceeding under state or tbderal law in u,hich a court or governmcntal authority has assunrcd jurisdiction ovcr substantially all of the assets or business of the lssuer, or if such jurisdiction has been assumed by leaving the existing goveming body and officials or oflicers in possession but subject to the superrrision and orders of a court or govemmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or govemmental authonty having supervrsion or jurisdiction over substantially all of the assels or business of the Issuer). (xiii)the consummation of a merger. consolidation. or acquisition involving the Issuer or the sale of all or substantially all of the assets of the Issuer, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions. other than pursuant to its terms, if matenal: (xiv) the appointment of a successor or addrtional trustee or the change of nanre of thc trustee, if material; (x") incurrence of a financial obligation of the Issuer, if material, or agreement to covenants, events of defhult. remedies. priority rights, or other similar terms of a financial obligation of the lssuer. any of which afl'ect holders of the Bonds, if material lfor purposes of the B-6 fbrcgoing and paragraph (xvi) bclow, "tlnancial obligation" mcans a (a) debt obligation; (b) derivative instrument entered into in connection with. or pledgcd as security or a sourcc ofpayment fbr, an existing or planned debt obligation: or (c) a guarantee of (a) or (b)); (xvi)default, evcnt of accelcration, tcrmination event, modification of terms, or other similar events under the terms of a financial obligation of the Issuer. any of which rcflect financial difficultics: and (xvii) in a timely manner. notice of failure to provide annual Financial lnformation before the datc(s) specificd in Section 4 hereof. (b) If thc [ssuer instructs the Disscmination Agcnr to providc an Event Noricc pursuant to Section 6(a) hereot, the Dissemination Agent shall, within three (3) Business Days thcrcaftcr, filc an Event Noticc with EMMA, the Trustcc, the Rating Agency and the Insurcr. The Dissemination Agent shall provide the Issuer and lhe Trustee written confirmation that such Evcnt Noticc rvas provided to EMMA in accordance with this Section 6(b). (c) Notwithstanding thc foregoing, whcncver thc lssuer authorizcs a changc in either its Fiscal Year or the accounting principles by which its Audited Financial Statements are prcpared, the Issuer shall providc the Dissemination Agcnt with written notice of such chanqc and instruct the Dissemination Agent to tile a copy of such notice u,irh EMMA, the Insurer. lhe Rating Agency and the Trustee, and the Dissemination Agenr shall, within three (3) Business Days thereafter, file a copy of such notice with EMMA, the Insurer, the Rating Agency and the Trustee. The Dissemination Agent shall provide the Issuer written confirmation that such notice was provided to EMMA in accordance with this Section 6(c). SECTION 7, Additional Information. Nothing in this Continuing Disclosure Agreement shall be deemed to prevent (i) the Issuer from disseminating any information or notice of the occurrence of any event using the means of dissemination specihed in this Continuing Disclosure Agreement or other means or (ii) the Issuer tiom including in an Annual Report any inlbrmation which shall be in addition to the Financial Information, Operating Data and Audited or Unaudited Financial Statcments required by Section 4 hereof to be included in such Annual Report, provided that this Continuing Disclosure Agreement shall not be deemed to require the Issuer to include or update any such additional inftrrmation in any subsequently prepared Annual Repon. SECTION 8. Amendments: Waivers. This Continuing Disclosure Agreement may be amended. and any provision hereof may be waived, by the parties hereto ifprior to the effective date of any such amendment or waiver, the Issuer delivers to the Disseminatron Agent and the Trustee an opinion of nationally recognized disclosure counsel (which may also act as outside counsel to one or more members of the Issuer), to the effect that the amendment is permitted under the Rule and that this Continuing Disclosure Agreement (taking into account such amendment or waiver) complies with the Rule, as in efl'ect on the date of the Otl-ering of Bonds B-1 or atier the execution and delivcry ofthis Continuing Disclosure Agrecmcnt. taking into account any amendment or interpretation of the Rule by the SEC or any adjudication of the Rule by a tlnal decision of a court of competent jurisdiction which may havc occurred subscqucnt to the execution and delivery of this Continuing Disclosure Agreement. The Dissemination Agent shall notify EMMA of any such amendmcnt and shall provide EMMA u'ith a copy of any such amendment. SECTION 10. Compensa tion of the Dissemination Agent. As com pensation to the Dissemination Agent for its services pursuant to this Continuing Disclosure Agreement. the Issucr agrecs to pay all fees and all expcnscs of the Disscmination Agcnt including, without limitation. all reasonable expenses, charges, costs and other disbursements in the administration and performancc of its duties hereunder. and shall to thc cxtcnt permittcd by law indcmnily and save the Dissemination Agent and its oflicers, directors. attomeys, agents and employees hannlcss from and against any costs, expenscs, damages or other liabilitics (including attomcys' f'ees ) which it (or they) may incur in the exercise of its (or their) porvers and duties hereunder, cxccpt with respcct to its (or thcir) willful misconduct or gross negligencc. SECTION I l. Concernins the Dissemination Agent and the Issuer.(a) Thc Dissemination Agent is not answerable lbr the exercise of any discretion or power under this Continuin-e Disclosure Agreement or for anything whate\ er in connection herelr'ith. except only its own rvillful misconduct or gross negligence. The Dissemination Agent shall have no liability to the Bondholders or any other person with respect to the undertakings descnbed in Section I hereof except as expressly set tbrth in this Continuing Disclosure Agreement regarding its own rvillt'ul misconduct or gross negligence. (b) The Dissemination Agent has no responsibility or liability hereunder for determining compliance for any information submitted hereunder with any law, rule or regulation or the terms of this agreement. The Dissemination Agent shall have no responsibility ibr disseminating information not delivered to it or giving notice of non-delivery except as specr fi cally required hereunder: and (c) The parties to this Continuing Disclosure Agreement acknowledge and agree that the lssuer assumes no obligations hereunder other than those specifically assumed by the Issuer herein. SEC'I'IoN 12. Termination tlf this Continuins Discl0sure .{.srccnre nt. This Continuing Disclosure Agreement shall terminate at such time as the Bonds are no longer oulstanding. SECTIO\ 13. Beneficiaries. This Continuin g Disclosure Agreement shall inure solely to the benefit of the Dissemination Agent, the Trustee, the Issuer, the Insurer, the Participating B-8 SECTION 9. Assignment. The Issuer may not assign its obligations under this Continuing Disclosure Agrccmcnt. Thc Dissemination Agent may assign rts rights and responsibilities hereunder to a third party with the consent of the lssuer. u'hich shall not be unrcasonably withheld. Underwriter and the Bondholders. This Continuing Disclosurc Agreement shall not be deemed to inure to the benefit of or grant any rights to any party other than the parties specified in the preceding sentence. SECTION 14. @!SSEE. This Continuing Disclosure Agrccmcnt may bc cxccutcd in several counterparts, each of which shall be an original and all of which shall constitute one and thc samc instrumcnt. SECTION 15. Governing Law. This Continuing Disclosure Agreement shall be gorerned by the laws ofthe State ofFlorida. B-9 IN WITNESS WHEREOF, the Issuer and thc Dissemination Agent have caused this Continuing Disclosure Agreement to be executed and delivered as ofthe date first written above. FLORIDA MTINICIPAL LOAN COUNCIL. as Issuer By: Its: Chairman FLORIDA LEAGUE OF CITIES. INC.. as Dissemination Agent By Its: Executive Director/CEO B-10 Florida Lea-gue of Cities. Inc. Tallahassee. Florida The undersigned duly appointed and acting Chairman of Florida Municipal Loan Council (the "lssuer") hereby certifies on behalf of the issuer pursuant to thc Continuing Disclosure Agreement dated as ol October 1. 202,1 (the "Continuing Disclosure Agreement") executed and delivered by the Issuer and accepted by Florida League of Citics, Inc., as Disscmination Agent (the "Dissemination Agent"), as follows: l. Definitions. C apitalized terms used but not detlned herein shall have the meanings ascribed thereto in the Continuing Disclosure Agreement 2. Purpose, The Issuer is delivering this Continuing Disclosure Ccrtificatc to the Dissemination Agent pursuant to Section 5(a) ofthe Continuing Disclosure Agreement. ). Continuin Written I indertakin On behalf of the Issuer, the Issuer hereby designates the g Disclosure Agrecment to bc thc writtcn undcrtaking under paragraph (b)(5) of the Rule with respect to the $ * Florida Municipal Loan Council Refunding and Improvement Revenue Bonds, Series 2024C (City of Dania Bcach Scrics). 4. Financial Information aud Operating Data Included in Final Official Statement The fbllowing types of Financial Information and Operating Data were included in the Final Official Statement for the Bonds and are to be included in the Annual Report: (a) Financial Information None (b) Operating Data None 5. Annual Repe4. Until such time as the Issuer delivers a revised Continuing Disclosure Certificate and an opinion of disclosure counsel to the Dissemination Agent pursuant to Section 5 of the Continuing Disclosure Agreement, the Financial Information and Operating Data of the R?es identihed in paragraph 4 of this certificate shall be included in the Annual Reports delivered by the Dissemination Agent pursuant to Section 4 of the Continuing Disclosure Agreement. B-11 EXHIBIT A Form of Section 5(a) Continuing Disclosure Certificate lN WITNESS WHEREOF, thc undersigned has executed and dclivcrcd this Continuing Disclosure Certificate to the Dissemination Agent, which has received the same, all as of the _ day of 2024. FLORIDA MUNICIPAL LOAN COUNCIL. as Issuer By' Its: Chauman Acknowledgment of Receipt: FLORIDA LEAGUE OF CITIES, INC., as Dissemination Agent By: Its:Executive Director/CEO B-t2 APPENDIX C FORM OF THE INDENTURE c-1 APPENDIX D D-1 FORM OF THE LOAN AGREEMENT APPENDIX E FORNI OF OPI\IO)i OF BO\D COUNSEL E-l APPENDIX }- FINA).ICIAL I\FORNIATION RECARDINC THE CITY OF DANIA BEACH. FLORID,{ t-I