Authorize $16,000,000 loan for capital projects
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RESOLUTION NO. 2025-_____ A RESOLUTION OF THE VILLAGE OF PINECREST, FLORIDA, SUPPLEMENTING THE ORDINANCE ENACTED ON MARCH 11, 2025; AUTHORIZING A LOAN IN AN AMOUNT NOT TO EXCEED $16,000,000 FROM THE FLORIDA MUNICIPAL LOAN COUNCIL TO ACQUIRE, CONSTRUCT, RENOVATE, AND EQUIP CERTAIN CAPITAL PROJECTS, AS DESCRIBED HEREIN; APPROVING THE FORM OF AND THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT WITH THE…
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RESOLUTION NO. 2025-_____ A RESOLUTION OF THE VILLAGE OF PINECREST, FLORIDA, SUPPLEMENTING THE ORDINANCE ENACTED ON MARCH 11, 2025; AUTHORIZING A LOAN IN AN AMOUNT NOT TO EXCEED $16,000,000 FROM THE FLORIDA MUNICIPAL LOAN COUNCIL TO ACQUIRE, CONSTRUCT, RENOVATE, AND EQUIP CERTAIN CAPITAL PROJECTS, AS DESCRIBED HEREIN; APPROVING THE FORM OF AND THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT WITH THE FLORIDA MUNICIPAL LOAN COUNCIL; APPROVING THE FORM OF THE SUMMARY NOTICE OF SALE AND THE OFFICIAL NOTICE OF SALE; APPROVING THE FORM OF AND THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT; AUTHORIZING THE DISTRIBUTION OF THE PRELIMINARY OFFICIAL STATEMENT AND THE OFFICIAL STATEMENT IN CONNECTION WITH THE FLORIDA MUNICIPAL LOAN COUNCIL REVENUE BONDS, SERIES 2025 (VILLAGE OF PINECREST SERIES); PROVIDING CERTAIN OTHER MATTERS IN CONNECTION WITH THE MAKING OF SUCH LOAN; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, participating governmental units have created the Florida Municipal Loan Council (the "Council") pursuant to a certain Interlocal 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 Village of Pinecrest, Florida (the "Borrower"), a municipal corporation, is duly created and existing pursuant to the Constitution and laws of the State of Florida (the "State"); and WHEREAS, there is a substantial need for the continued preservation of the welfare and convenience of the Borrower and its citizens to finance the construction, acquisition, renovation, and equipping of certain qualifying projects, including, but not limited to, various park, athletic, and recreational facilities and improvements at certain parks of the Borrower, as more particularly 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 (collectively, the "Projects"); and WHEREAS, on March 11, 2025, the Borrower duly enacted an ordinance (the "Ordinance") authorizing the borrowing of money and the issuance of debt to finance the acquisition, construction, renovation, and/or equipping of the Projects; and WHEREAS, the Borrower has determined that financing the Projects through a financing program through the Council, which regularly undertakes projects requiring significant debt financing within the State, would provide for low-cost financing of the Projects through administrative support and access to experience and knowledge in accessing the capital markets; and WHEREAS, the Borrower has determined that it is in the best interest of the Borrower and the citizens thereof to request the Council to issue its Florida Municipal Loan Council Revenue Bonds, Series 2025 (Village of Pinecrest Series) (the "Bonds"), on behalf of the Borrower and to borrow funds through a new financing (the "Loan") secured by a Loan Agreement, between the Borrower and the Council (the "Loan Agreement"), to finance the Project; and WHEREAS, debt service on the Loan will be secured by a covenant to budget and appropriate all legally available revenues and taxes of the Borrower derived from any source whatsoever other than ad valorem taxation on real and personal property (the "Non-Ad Valorem Revenues"); and WHEREAS, the Non-Ad Valorem Revenues shall be sufficient 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 under this Resolution or the Loan Agreement. The Loan shall not constitute a lien on any property owned or situated within the geographic limits of the Borrower.
NOW, THEREFORE,
BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF PINECREST, FLORIDA, AS FOLLOWS: SECTION 1. ADOPTION OF REPRESENTATIONS. The foregoing Whereas paragraphs are hereby ratified and confirmed as being true, and the same are hereby made a specific part of this Resolution. SECTION 2. AUTHORITY. This Resolution is adopted pursuant to Chapter 166, Florida Statutes, the Charter of the Borrower, and other applicable provisions of law. SECTION 3. AUTHORIZATION OF THE FINANCING. The financing of the Projects is hereby authorized. SECTION 4. NEGOTIATED LOAN. Due to the complicated nature of the financing, the ability of the Council to access additional markets, and for the Borrower to receive the benefits of favorable interest rates and lower issuance costs, it is hereby determined that it is in the best interest of the Borrower that the Loan to the Borrower be made from the proceeds of the Bonds, as opposed to the Borrower borrowing funds pursuant to a public or negotiated sale conducted by the Borrower. SECTION 5. LOAN AMOUNT. The principal amount of the Loan to the Borrower evidenced by the Loan Agreement shall not exceed $16,000,000 (without regard to original issue discount or premium). The Loan shall be made as a tax-exempt borrowing, which shall include, but is not limited to, the costs of funding a reserve fund, if any, the costs of issuance incurred by the Borrower and the Council, administrative fees of the 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. APPROVAL AND DELIVERY OF LOAN AGREEMENT. The Mayor, as attested by the Village Clerk, and approved as to form and correctness by the Village Attorney, or their duly 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, which is in substantially the form attached hereto as Exhibit A with such changes, amendments, modifications, deletions, and additions as may be approved by the Mayor, the Village Clerk, or their duly authorized designee, the execution thereof being conclusive evidence of such approval. SECTION 7. APPROVAL AND DELIVERY OF CONTINUING DISCLOSURE AGREEMENT. The Mayor, the Village Manager, the Village Clerk, or any other appropriate officers of the Borrower are authorized and directed to execute and deliver a Continuing Disclosure Agreement concerning compliance with the rules of the Securities and Exchange Commission concerning continuing disclosure by the Borrower, to be entered into by and between the Borrower and the Florida League of Cities, Inc., as dissemination agent, in substantially the form attached as Exhibit B with such changes, amendments, modifications, deletions, and additions as may be approved by the Mayor, the Village Manager, the Village Clerk, or their duly authorized designee, the execution thereof being conclusive evidence of such approval. SECTION 8. DELEGATION OF AUTHORITY TO APPROVE TERMS OF THE BONDS; APPROVAL OF SUMMARY NOTICE OF SALE 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 Village 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 amounts; (v) the interest rates, prices, yields, and interest payment dates; (vi) the optional redemption features, if any; (vii) the amortization installments and other mandatory redemption features, if any; (viii) the reserve requirement, if any; (ix) the sale date and the delivery date; (x) the application of the proceeds; and (xi) all other details of the Bonds. (B) It is hereby found, determined, and declared that it is in the best interest of the public and the Borrower to provide for the Council to sell the Bonds by competitive bid. (C) The form of the Summary Notice of Sale attached hereto as Exhibit C-1 (the "Summary Notice of Sale") and the form of the Official Notice of Sale 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 Village 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 Official Notice of Sale based on the advice of Public Resources Advisory Group Inc., the financial advisor to the Borrower (the "Financial Advisor"). (D) The Mayor, the Village Manager, or their duly authorized designee, is hereby 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 Village Manager, or their duly authorized designee, is hereby authorized to direct the Council to award the Bonds to the responsive bidder offering to purchase the Bonds at the lowest true interest cost (the "Purchaser") in accordance with the Official Notice of Sale; provided, however, that (i) the aggregate principal amount (without regard to original issue discount or premium) of the Bonds shall not exceed $16,000,000; (ii) the true interest cost of the Bonds shall not to exceed 6.00%; (iii) the Bonds shall be subject to redemption prior to maturity as described in the Official Notice of Sale; and (iv) the final maturity date of the Bonds shall not be later than October 1, 2045. The Mayor, the Village Manager, or their duly 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 Village 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 information complying with
385, Florida Statutes. (G) The Borrower hereby determines that the amount of the reserve requirement for the Bonds shall be determined based upon the advice of the Financial Advisor and the Council as finally established at the time of marketing the Bonds and included in the Indenture (as defined herein); provided, however, such reserve requirement shall not be greater than (i) the maximum annual debt service requirement of the Bonds, (ii) 125% of the average annual debt service requirement of the Bonds, or (iii) an amount equal to 10% of the proceeds of the sale of the Bonds; provided further such reserve requirement may be lower than such amounts or zero. If the 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 Village Manager, or their duly authorized designee, hereby directs the Council to solicit bids from surety bond providers in order to obtain the most favorable premiums on a surety bond. The Borrower hereby authorizes the Council to accept, execute, and deliver a commitment of the surety bond provider that provides the terms and provisions which, after consultation with the Financial Advisor, is in the best interest of the Borrower. The Borrower hereby authorizes the Council to purchase a surety bond for the Bonds equal to the reserve requirement from a surety bond provider and payment for such surety bonds is hereby authorized from proceeds of the Bonds, after consultation with the Financial Advisor. If a surety bond is purchased, the Borrower hereby authorizes the Council to enter into a financial guaranty agreement for the Bonds with 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 Mayor, the Village 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 policy in connection with the issuance of the Bonds to the extent that it is in the best economic interest of the Borrower. SECTION 9. INDENTURE. The Borrower hereby acknowledges and consents to the Bonds being issued by the Council pursuant to a Trust Indenture, and any supplemental indentures thereto (the "Indenture"), to be executed by the Council and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"). SECTION 10. PRELIMINARY AND FINAL OFFICIAL STATEMENT. The preparation and distribution of a preliminary and final official statement (collectively, the "Official Statement"), which is substantially in the form attached hereto as Exhibit D, in connection with the offering and sale of the Bonds is hereby authorized. The sections of the Official Statement relating to the Borrower are hereby approved and adopted by the Borrower with such changes, amendments, modifications, deletions, and additions as may be approved by the Mayor, the Village Manager, or their duly authorized designee. The Mayor, the Village Manager, or their duly authorized designee is hereby authorized to deem the Preliminary Official Statement "final" within the meaning of Rule 15c2-12 under the Securities Exchange Act of 1934 in the form as mailed. Execution of a certificate by the Mayor, the Village Manager, or their duly authorized designee, deeming the Preliminary Official Statement "final" as described above shall be conclusive evidence of the approval of any changes, amendments, modifications, deletions, and additions. SECTION 11. OTHER INSTRUMENTS. The Mayor, the Village Clerk, the Village Attorney, the Village Manager, or any other appropriate officers, attorneys, and other agents or employees of the Borrower are authorized and directed to perform all acts and things required by this Resolution, the Loan Agreement, the Continuing Disclosure Agreement, the Summary Notice of Sale, the Official Notice of Sale, the Indenture, and the Official Statement, or otherwise desirable or consistent with the requirements thereof and hereof, for the full, punctual, and complete performance of 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 of Sale, the Indenture, and the Official Statement (including but not limited to, the execution of all tax documents relating to the tax exempt status of the 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 officers of the Borrower in furtherance of the issuance of the Bonds and the making of the Loan are hereby approved, confirmed, and ratified. SECTION 12. REPEAL OF RESOLUTIONS IN CONFLICT. All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. SECTION 13. SEVERABILITY CLAUSE. If any phrase, clause, sentence, paragraph, or section of this Resolution is for any reason held invalid or unconstitutional by the judgment or decree of a court of competent jurisdiction, such invalidity or unconstitutionality shall not affect the validity of the remaining phrases, clauses, sentences, paragraphs, or sections of this Resolution. [Remainder of page intentionally left blank] SECTION 14. EFFECTIVE DATE. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED this 11th day of March, 2025. ______________________________ Joseph M. Corradino, Mayor ATTEST: ________________________________ Priscilla Torres, MMC Village Clerk APPROVED AS TO FORM AND LEGAL SUFFICIENCY: ________________________________ Mitchell A. Bierman Village Attorney EXHIBIT A FORM OF LOAN AGREEMENT FMLC (Village of Pinecrest Series) Loan Agreement LOAN AGREEMENT By and Between FLORIDA MUNICIPAL LOAN COUNCIL and VILLAGE OF PINECREST, FLORIDA Dated as of __________ 1, 2025 FLORIDA MUNICIPAL LOAN COUNCIL REVENUE BONDS, SERIES 2025 (VILLAGE OF PINECREST SERIES) This Instrument Prepared By: Jason M. Breth, Esquire Bryant Miller Olive P.A. 1545 Raymond Diehl Road, Suite 300 Tallahassee, Florida 32308 and JoLinda Herring, Esquire Bryant Miller Olive P.A. SunTrust International Center 1 SE 3rd Avenue, Suite 2200 Miami, Florida 33131 FMLC (Village of Pinecrest Series) Loan Agreement i TABLE OF CONTENTS Page ARTICLE I - DEFINITIONS ..................................................................................................................... 2
01. Definitions ......................................................................................................... 2 ARTICLE II - REPRESENTATIONS, WARRANTIES, AND COVENANTS OF BORROWER AND COUNCIL ................................................................................... 8
01. Representations, Warranties, and Covenants............................................... 8
02. Covenants of Borrower .................................................................................. 12 ARTICLE III - THE LOAN ...................................................................................................................... 18
01. The Loan .......................................................................................................... 18
02. Evidence of Loan ............................................................................................ 18
03. [Reserved] ........................................................................................................ 18
04. Portion of Loan for Purposes of Financing the Project ............................. 18 ARTICLE IV - LOAN TERM AND LOAN CLOSING REQUIREMENTS ....................................... 18
01. Commencement of Loan Term ..................................................................... 19
02. Termination of Loan Term ............................................................................ 19
03. Loan Closing Submissions ............................................................................ 19 ARTICLE V - LOAN REPAYMENTS .................................................................................................... 20
01. Payment of Basic Payments .......................................................................... 20
03. Payment of Additional Payments ................................................................ 21
04. Interest Earnings or Investment Losses and Excess Payments ................ 23
05. Obligations of Borrower Unconditional ...................................................... 23
06. Refunding Bonds ............................................................................................ 24
07. Prepayment ..................................................................................................... 24 ARTICLE VI - DEFEASANCE ................................................................................................................ 24 ARTICLE VII - ASSIGNMENT AND PAYMENT BY THIRD PARTIES ......................................... 25
01. Assignment by Council ................................................................................. 25
02. Assignment by Borrower .............................................................................. 25
03. [Payments by the Bond Insurer .................................................................... 25
04. Payments by the Surety Bond Provider ...................................................... 25 ARTICLE VIII - EVENTS OF DEFAULT AND REMEDIES .............................................................. 25
01. Events of Default Defined ............................................................................. 25
02. Notice of Default............................................................................................. 27
03. Remedies on Default ...................................................................................... 27
04. [Reserved] ........................................................................................................ 28
05. No Remedy Exclusive; Waiver, Notice ....................................................... 28 FMLC (Village of Pinecrest Series) Loan Agreement ii
06. Application of Moneys .................................................................................. 28 ARTICLE IX - MISCELLANEOUS ........................................................................................................ 29
01. Notices.............................................................................................................. 29
02. Binding Effect .................................................................................................. 29
03. Severability ...................................................................................................... 29
04. Amendments, Changes and Modifications ................................................ 29
05. Execution in Counterparts ............................................................................ 30
06. Applicable Law ............................................................................................... 30
07. Benefit of Bondholders; Compliance with Indenture................................ 30
08. Consents and Approvals ............................................................................... 30
09. Immunity of Officers, Employees and Members of Council and Borrower .................................................................................................... 30
10. Captions ........................................................................................................... 31
11. No Pecuniary Liability of Council................................................................ 31
12. Payments Due on Holidays .......................................................................... 31
13. Calculations ..................................................................................................... 31
14. Time of Payment ............................................................................................. 31 EXHIBIT A USE OF LOAN PROCEEDS EXHIBIT B CERTIFIED ORDINANCE AND RESOLUTION OF BORROWER EXHIBIT C OPINION OF BORROWER'S COUNSEL EXHIBIT D DEBT SERVICE SCHEDULE EXHIBIT E FORM OF REQUISITION CERTIFICATE FMLC (Village of Pinecrest Series) Loan Agreement 1 LOAN AGREEMENT This Loan Agreement (the "Loan Agreement"), is dated as of __________ 1, 2025, 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 VILLAGE OF PINECREST, FLORIDA (the "Borrower"), a duly constituted municipality under the laws of the State. W I T N E S S E T H: WHEREAS, pursuant to the authority of the Act (as hereinafter defined), the Council desires to loan to the Borrower the amount necessary to enable the Borrower to finance, refinance, or reimburse the Costs (as hereinafter defined) of the Projects (as hereinafter defined), and the Borrower desires to borrow such amount from the Council subject to the terms and conditions of and for 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 City of Rockledge, Florida, and the City of Stuart, Florida, as amended and supplemented, together with the additional governmental entities who become members of the Council, in accordance with Chapter 163, Part I, Florida Statutes, as amended (the "Interlocal Act"); and WHEREAS, the Council has determined that there is substantial need within the State for a financing program (the "Program") which will provide funds for qualifying projects for the participating political subdivisions, agencies, or officers of the State of Florida or any states of the United States, including, but not limited to, state governments, counties, cities, school districts, single and multipurpose special districts, single and multipurpose public authorities, metropolitan or consolidated governments, separate legal entities or administrative entities created under
01(7), Florida Statutes, independently elected county officers, any agencies of the United States Government, federally recognized Native American tribes, and any similar entities of any other states of the United States, including the Borrower (each, a "Governmental Entity"); and WHEREAS, the Council is authorized under the Interlocal 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 the Projects; and WHEREAS, the Borrower is authorized under and pursuant to the Act to enter into this Loan Agreement for the purposes set forth herein; and FMLC (Village of Pinecrest Series) Loan Agreement 2 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 WHEREAS, the Borrower has determined that there is a substantial need for the financing of the Projects; and WHEREAS, the Council and the Borrower have determined that the lending of funds by the Council to the Borrower pursuant to the terms of this Loan Agreement and that certain Trust Indenture, dated as of __________ 1, 2025, 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 by the Borrower, and shall serve a public purpose by improving the health and living conditions, and providing adequate governmental services, facilities, and programs and will promote the most efficient and economical development of such services, 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 Revenue Bonds, Series 2025 (Village of Pinecrest Series)" (the "Bonds") as the same shall become due, and the issuance of the Bonds shall not directly, indirectly, or contingently 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 Indenture.
NOW, THEREFORE, for and in consideration of the premises hereinafter contained, the parties hereto agree as follows: ARTICLE I DEFINITIONS
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. FMLC (Village of Pinecrest Series) Loan Agreement 3 "Act" means, collectively, to the extent applicable to the Borrower, Chapter 163, Part I, Florida Statutes, Chapter 166, Part II, Florida Statutes, and Chapter 125, Part I, Florida Statutes, each as amended, and all other applicable provisions of law. "Additional Payments" means payments required by
03 hereof. ["Alternate Surety Bond" means any letter of credit or surety bond obtained to replace the Surety Bond then in effect pursuant to the Indenture.] ["Alternate 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, agents, or representatives as may hereafter be selected by Council resolution; and, when used with reference to a Borrower which is a municipality, means the person performing the functions of the Mayor (or Deputy, Acting, or Vice Mayor) or Village Manager of such Borrower thereof, or other officer authorized to exercise the powers and performs the duties of the Mayor or the Village Manager; and, when used with reference to an act or document, also means any 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 Payments" means the payments denominated as such in
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 Policy" means the municipal bond insurance policy of the Bond Insurer guaranteeing the scheduled payment when due of the principal of and interest on the Bonds as provided therein.] ["Bond Insurer" means __________, a __________, and any successors or assigns thereto.] "Bondholder," "Holder," "holder of Bonds," "Owner," or "owner of Bonds," whenever used herein with respect to a Bond, means the Person in whose name such Bond is registered. "Bonds" means the $__________ Florida Municipal Loan Council Revenue Bonds, Series 2025 (Village of Pinecrest Series) issued pursuant to Article II of the Indenture. "Borrower" means the Village of Pinecrest, Florida, a Governmental Entity, which is borrowing and using the Loan proceeds to finance and/or be reimbursed for, all or a portion of the Costs of the Projects. FMLC (Village of Pinecrest Series) Loan Agreement 4 "Business Day" means any day of the year which is not a Saturday or Sunday or a day on which banking institutions located in New York City or the State are required or authorized to remain closed or on which the New York Stock Exchange is closed. "Certificate," "Statement," "Request," "Requisition," or "Order" of the Council mean, respectively, a written certificate, statement, request, 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 certificate, statement, request, requisition, or order signed in the name of the Borrower by its Mayor (or Deputy, Acting or Vice Mayor) or Village Manager, or such other person as may 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 Indenture 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 Internal Revenue Code of 1986, as amended from time to time, including, when appropriate, the statutory predecessor thereof, or any applicable corresponding provisions of any future laws 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 Internal 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 enlargement; 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 services; 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 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 by the Borrower prior to the issuance of bonds for engineering studies and for estimates of cost and of revenues, and for FMLC (Village of Pinecrest Series) Loan Agreement 5 other technical, financial, or legal services in connection with the acquisition or construction of any project, may be regarded as a part of the cost of such project. "Council" means the Florida Municipal Loan Council. "Counsel" means an attorney duly admitted to practice law before the highest court of the State and, without limitation, may include legal counsel for either the Council, a Borrower, 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 obligations of the Borrower to pay the deferred purchase price of property or services, except trade accounts payable under normal trade terms and which arise in the ordinary course of business; (c) all obligations of the Borrower as lessee under capitalized leases; (d) all indebtedness of other Persons to the extent guaranteed by, or secured by, the Non-Ad Valorem Revenues of the Borrower; and (e) any obligation of the Borrower for borrowed money or evidenced by bonds, debentures, notes, or other similar instruments where 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 any obligation contemplated in (d) or (e) above, such obligation shall not be considered "Debt" for purposes of this Loan Agreement unless the Borrower has actually 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 consecutive 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 Event of Default. "Event of Default" shall have the meaning ascribed to such term in
01 of this Loan Agreement. "Fiscal Year" means the fiscal year of the Borrower. "Funds" means the funds created pursuant to
02 of the Indenture related to the Bonds. "Governmental Funds" means all of the "governmental funds" of the Borrower as described and identified in the audited financial statements of the Borrower. FMLC (Village of Pinecrest Series) Loan Agreement 6 "Governmental Funds Revenues" means total revenues of the Borrower derived from any source whatsoever and that are allocated to and accounted for in the Governmental Funds. "Governmental 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, 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 whom the custodian may be obligated, or (iii) any combination of the foregoing. "Indenture" means the Trust Indenture dated as of __________ 1, 2025, 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 payment of the principal of, premium, if any, and interest on the Bonds. "Interest Payment Date" means April 1 and October 1 of each year, commencing __________ 1, 20__. "Interest Period" means the semi-annual period between Interest Payment Dates. "Interlocal Act" means Chapter 163, Part I, Florida Statutes. "Interlocal Agreement" means that certain Interlocal Agreement originally dated as of 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 governmental 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 finance the Costs of the Projects in the amount specified in
01 herein. "Loan Agreement" means this Loan Agreement and any amendments and supplements hereto. "Loan Repayments" means the payments of principal and interest and other payments payable by 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. FMLC (Village of Pinecrest Series) Loan Agreement 7 "Non-Ad Valorem Revenues" means all revenues of the Borrower derived from any source whatsoever other than revenues generated from ad valorem taxation on real or 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 government or political subdivision or an agency or instrumentality thereof. "Principal Payment Date" means the maturity date or mandatory redemption date of any Bond. "Program" means the Council's program of making the Loan under the Act and pursuant to the Indenture. "Program Administrator" means the Florida League of Cities, Inc., a non-profit Florida corporation. "Projects" means the Costs of acquiring, constructing, and equipping capital improvements or facilities relating to a governmental function or purpose and other governmental undertakings approved by the governing body of a Borrower for a public purpose, including the refinancing of any indebtedness, which shall include the Borrower's Projects detailed on Exhibit A hereof. "Revenues" means all Loan Repayments paid to the Trustee for the accounts of the Borrower for deposit in the Series 2025 Principal Fund and Series 2025 Revenue Fund to pay principal of, premium, if any, and interest on the Bonds upon redemption, 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. "Series 2025 Cost of Issuance Fund" means the fund by that name established pursuant to
02 of the Indenture related to the Bonds. "Series 2025 Principal Fund" means the fund by that name established pursuant to
02 of the Indenture related to the Bonds. "Series 2025 Project Loan Fund" means the fund by that name established pursuant to
02 of the Indenture related to the Bonds. ["Series 2025 Reserve Fund" means the fund by that name established pursuant to
02 of the Indenture.] "Series 2025 Revenue Fund" means the fund by that name established pursuant to
02 of the Indenture related to the Bonds. FMLC (Village of Pinecrest Series) Loan Agreement 8 "State" means the State of Florida. ["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 with respect to the Bonds and any other series of the Council's bonds, as provided therein, or any Alternate Surety Bond.] ["Surety Bond Provider" means __________, a __________, and any successors or assigns thereto or any Alternate Surety 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.
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. ARTICLE II REPRESENTATIONS, WARRANTIES, AND COVENANTS OF BORROWER AND COUNCIL
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, [the Bond Insurer,] and Bondholders, as applicable, as follows: (a) Organization and Authority. The Borrower: (1) is a duly organized and validly existing municipality of the State and is a duly organized and validly existing Borrower; and (2) has all requisite power and authority to own and operate its properties, to finance the Costs of the Projects, to covenant to budget and appropriate the Non-Ad FMLC (Village of Pinecrest Series) Loan Agreement 9 Valorem Revenues, and to carry on its activities as now conducted and as presently proposed to be conducted. (b) Full Disclosure. There is no fact that the Borrower knows of which has not been specifically disclosed in writing 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 materially affect adversely the properties, activities, prospects, or condition (financial or otherwise) of the Borrower or the ability of the Borrower to perform its obligations under this Loan Agreement. The audited financial statements, including, but not limited to the audited financial statements for the Borrower's Fiscal Year ended September 30, 2024, balance sheets, and any other written statement furnished by the Borrower to the Council[, the Bond Insurer,] and __________, as underwriter of the Bonds (the "Underwriter") were prepared in accordance with Generally 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 materially affects adversely or is likely to materially affect adversely the financial condition of the Borrower, or its ability to make the payments under this Loan Agreement when and as the same become due and payable. (c) Pending Litigation. There are no proceedings pending, or to the knowledge of the Borrower threatened, against or affecting the Borrower, except as specifically described in writing to the Council[, the Bond Insurer,] and the Underwriter in any court or before any governmental authority or arbitration board or tribunal that, if adversely determined, would materially and adversely affect the properties, prospects, or condition (financial or otherwise) of the Borrower, or the existence or powers or ability of the Borrower to enter into and perform its obligations under this Loan Agreement. (d) Borrowing Legal and Authorized. The execution and delivery of this Loan Agreement and the consummation of the transactions provided for in this Loan Agreement and compliance by the Borrower with 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 with or result in any material breach of any 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 FMLC (Village of Pinecrest Series) Loan Agreement 10 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 any 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 any violation of the provisions of the Act, or any laws, ordinances, governmental rules or regulations, or court orders to which 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 both, would constitute an Event of Default. The Borrower is not in violation in any material respect, and has not received notice of any claimed violation (except such violations as (i) heretofore have been specifically disclosed in writing to, and have been in writing specifically consented to by the Council [and the Bond Insurer,] 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, which may materially adversely affect the ability of the Borrower to perform hereunder. (f) Governmental Consent. The Borrower has obtained, or will obtain, all permits, approvals, and findings of non-reviewability required as of the date hereof by any governmental body or officer for the acquisition, construction, installation, and/or equipping of the Projects, including, but not limited to, construction and renovation work necessary for such acquisition, construction, installation, and/or equipping, the financing or refinancing thereof, or the reimbursement of the Borrower therefor, or the use of the Projects; the Borrower has complied with or will comply with all applicable provisions of law requiring any notification, declaration, filing, or registration with any agency or other governmental body or officer in connection with the acquisition, construction, installation, and/or equipping of the Projects, including, but not limited to, construction and renovation work necessary for such acquisition, construction, installation, and/or equipping, financing or refinancing thereof, or reimbursement of the Borrower therefor. Any such action, construction, installation, financing, refinancing or reimbursement contemplated in this Loan Agreement is consistent with, and does not violate or conflict with, the terms of any such agency or other governmental consent, order, or other action which is applicable thereto. No further consent, approval, or authorization of, or filing, registration or qualification with, any governmental authority is required on the part of the Borrower as a condition to the execution and delivery of this Loan Agreement, or to amounts becoming outstanding hereunder. (g) Compliance with Law. The Borrower is in compliance with all laws, ordinances, and governmental rules and regulations to which it is subject, and which are material to its properties, operations, finances, or status as a municipal corporation. FMLC (Village of Pinecrest Series) Loan Agreement 11 (h) Use of Proceeds. (1) 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 Projects. The financing of the Projects in the manner herein provided is hereby authorized. The Borrower will apply the proceeds of the Loan from the Council for the financing of the Costs of the Projects as set forth in Exhibit A hereto. 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
04 hereof, be transferred by the Underwriter directly to the Trustee for deposit by the Trustee into the Series 2025 Project Loan Fund established pursuant to the Indenture. On the Closing Date, the Borrower will 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 2025 Project Loan Fund. If any component of the Projects listed in Exhibit A 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 __________, 2028, use the remainder of the proceeds of the Loan listed in Exhibit A and any investment earnings thereon to pay the Costs of the Projects, provided that, such time limit may be extended by the written consent of the Council with notice to the Trustee. The Borrower may 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 Projects or the Costs of the Projects prove to be less than the amounts listed on Exhibit A and the investment earnings thereon, without the consent of the Council or the Trustee (but 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 Projects will not adversely affect the validity or tax-exempt status of the Bonds regarding the amended Exhibit A. (2) Costs of the Projects which may be financed include, but are not limited to, all reasonable or necessary direct or indirect costs of or incidental to the acquisition, construction, installation, renovation, or equipping of the Projects, 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 Projects shall not include operating expenses. (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 equal to a discount as described in
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 FMLC (Village of Pinecrest Series) Loan Agreement 12 its Loan including the portion issued to fund the underwriting discount, net original issue premium, and other fees and costs of issuing the Bonds. (4) The Borrower covenants that it will make no use of the proceeds of the Bonds which are in its control at any time during the term of the Bonds which would cause such Bonds to be "Arbitrage Bonds" within the meaning of Section 148 of the Code. (5) The Borrower, by the Trustee's acceptance of the Indenture, covenants that the Borrower shall neither take any action nor fail to take any action or to the extent that it may do so, permit any other party to take any action which, 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) Projects. All items constituting the Projects are permitted to be financed with the proceeds of the Bonds and the Loan pursuant to the Act. (j) Compliance with Interlocal Act and Interlocal Agreement. The Council hereby covenants and represents that all agreements and transactions provided for herein or contemplated hereby are in full compliance with the terms of the Interlocal Agreement and the Interlocal Act.
02. Covenants of Borrower. The Borrower makes the following covenants and representations as of the date first above written and such covenants shall continue in full force and effect during the Loan Term: (a) Security for Loan Repayment. Subject to the provisions of
02(k) hereof, the Borrower covenants and agrees to appropriate in its annual budget, by amendment, if required, and to pay when due under this Loan Agreement as promptly 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 funds 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 the appropriate Fund. The Borrower further acknowledges 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 to pay such deficiencies from Non-Ad Valorem Revenues may be enforced in a court of competent jurisdiction in accordance with the remedies set forth herein FMLC (Village of Pinecrest Series) Loan Agreement 13 and in the Indenture. Notwithstanding the foregoing or any provision of this Loan Agreement to the contrary, the Borrower does not covenant to maintain any services or programs now maintained by the Borrower which generate Non-Ad Valorem Revenues or to maintain the charges it presently collects for any such services or programs. (b) Delivery of Information to the Council [and the Bond Insurer]. The Borrower shall deliver to the Council [and the Bond Insurer] as soon as available and in any event within 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 fairly Borrower'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 Insurer. The Borrower's chief financial 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 Insurer with copies of any documents reasonably requested by the Bond Insurer or its designee unless such documents or material are protected or privileged from disclosure under applicable State law.] (d) Anti-Dilution Test. (1) During such time as the Loan is outstanding hereunder, as a condition to the Borrower issuing any additional Debt, the Borrower shall certify to the Council that: (i) the Non-Ad Valorem Revenues shall cover projected aggregate maximum annual debt service on the Loan and on all other Debt, including the proposed Debt to be issued, by at least 1.5x; and (ii) projected aggregate maximum annual debt service on the Loan and on all other Debt, including the proposed Debt to be issued, will not exceed 20% of the Governmental Funds Revenues, exclusive of (A) ad valorem tax revenues restricted to payment of debt service on any Debt and (B) any proceeds of the Loan or any Debt. The calculations required by this section shall be determined using the average of actual receipts for the prior two fiscal years based on the most recent available audited financial statements of the Borrower. (2) For purposes of the covenants contained in this
02(d), maximum annual debt service on the Debt means, with respect to the Debt that bears interest at a fixed interest rate, the actual maximum annual debt service, and, with respect to the Debt which 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 Revenue Bond Index" as published in The Bond Buyer no more than two weeks prior to any such calculation; provided, however, if any Debt, whether bearing interest at a fixed or variable interest rate, constitutes Balloon Indebtedness, FMLC (Village of Pinecrest Series) Loan Agreement 14 maximum annual debt service on such Debt shall be determined assuming such Debt is amortized over 25 years on an approximately level debt service basis. (3) For purposes of the covenants contained in this
02(d), if the Debt also includes a pledge of additional revenues that are not legally available to pay 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. (4) In the event additional Debt is issued for the purpose of refunding any Debt then outstanding, the conditions of this
02(d) 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 any Fiscal Year ending on or before the maturity date of the Bonds. (e) Further Assurance. The Borrower 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 enforce 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 may be reasonably necessary or required by the Trustee to validate, preserve, and protect the position of the Trustee under this Loan Agreement. (f) Keeping of Records and Books of Account. The Borrower shall keep 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 accounting principles, consistently applied (except for changes concurred in by the Borrower's independent auditors) reflecting all of its financial transactions. (g) Payment of Taxes, Etc. The Borrower shall pay all legally contracted obligations when due and shall pay all taxes, assessments, and governmental charges or levies imposed upon it or upon its income or profits, or upon any properties belonging to it, prior to the date on which penalties attach thereto, and all lawful claims, which, if unpaid, might become a lien or charge upon any of its properties, provided that it shall not be required to pay any 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. (h) Compliance with Laws, Etc. The Borrower shall comply with the requirements of all applicable laws, the terms of all grants, rules, regulations, and lawful orders of any governmental authority, non-compliance with which would, singularly or in the aggregate, materially adversely affect its business, properties, earnings, prospects, or credit, unless the same shall be contested by it in good faith and by appropriate proceedings which shall operate to stay the enforcement thereof. FMLC (Village of Pinecrest Series) Loan Agreement 15 (i) Tax-exempt Status of Bonds. The Council and the Borrower 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 thereof, the Borrower and the Council each agree that they will take all action within their 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 which 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, with respect to the payments derived from the Bonds or hereunder or with respect to the issuance of other Council obligations, which action or failure to act may cause the Bonds to be "arbitrage bonds" within the meaning of such term as used in Section 148 of the Code and the regulations promulgated thereunder. In 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 Internal 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 Borrower and the Council simultaneously with the issuance of the Bonds, as such letter may be amended from time to time, as a source of guidelines for achieving compliance with the Code. The covenants of the Council and the Borrower contained in this subsection shall survive the termination of this Loan Agreement. (j) Information Reports. 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. (k) Limited Obligations. (1) Anything in this Loan Agreement to the contrary notwithstanding, 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 constitute a mortgage or lien upon any assets or property owned by the Borrower and no Bondholder or any other person, including the Council[, the Bond Insurer,] or the Trustee, may compel the levy of ad valorem taxes on real or personal property within the boundaries of the Borrower. The obligations hereunder do not constitute an indebtedness of the Borrower within the meaning of any constitutional, statutory, or charter provision or limitation, and neither the Trustee, the Council, the Bondholders, [the Bond Insurer,] nor any other person shall have the right to compel the FMLC (Village of Pinecrest Series) Loan Agreement 16 exercise of the ad valorem taxing power of the Borrower or taxation of any real or personal property therein for the payment by the Borrower of its obligations hereunder. Except to the extent expressly set forth in this Loan Agreement, this Loan Agreement and the obligations of the Borrower 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 Borrower for other legally permissible purposes. Notwithstanding any provisions of this Loan Agreement, the Indenture or the Bonds to the contrary, the Borrower shall never be obligated 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 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 Borrower, but shall be payable solely as provided in
02(a) hereof and is subject in all respects to the provisions of
241, 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 Borrower. 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 services; however, such obligation is cumulative and would carry 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 liability of the Borrower hereunder is a several liability of the Borrower expressly limited to the Loan Repayments, and the Borrower shall have no joint liability with the Council for any of their respective liabilities, except to the extent expressly provided herein. (l) Reporting Requirements. (1) The Borrower 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 any 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 Borrower 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 Borrower is in compliance 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. FMLC (Village of Pinecrest Series) Loan Agreement 17 (m) Indemnity. 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 any, who 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, damages, costs, and expenses (including reasonable attorneys' fees, costs, and expenses), suits, claims and judgments of whatsoever kind and nature (including those in any manner directly or indirectly arising or resulting from, out of, or in connection with, any injury to, or death of, any person or any damage to property resulting from the use or operation of the Projects) in any 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 otherwise of the Borrower or its successors and assigns in connection with, the Projects financed with the proceeds of the Loan, or the breach or violation of any agreement, covenant, representation, or warranty of the Borrower set forth in this Loan Agreement or any 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 party seeking such indemnification. Such indemnity shall not be restricted in any way by any limitation on the amount or type of damages, compensation, or benefits payable under any workers' compensation acts, disability benefit acts, or other employee benefits acts or any other similar laws but may be limited by State law relating to the ability of governmental units to indemnify parties for the actions of such governmental units, including but not limited to
28, Florida Statutes. An indemnified person shall promptly notify the Borrower in writing 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 Borrower will promptly assume the defense thereof with its in- house counsel or, at its election, the employment of competent outside counsel reasonably 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 employment has been specifically authorized by the Borrower, which such authorization shall not be unreasonably withheld, or unless such employment was occasioned by conflicts of interest between and among indemnified persons and/or the Borrower. If the Borrower shall fail to assume the defense of any action as required hereunder, or, within a reasonable time after 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 of counsel to such indemnified person hereunder shall be paid by the Borrower. FMLC (Village of Pinecrest Series) Loan Agreement 18 The provisions of this
02(m) 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. ARTICLE III THE LOAN
01. The Loan. The Council hereby agrees to loan to the Borrower and the Borrower hereby agrees to borrow from the Council the principal amount of $__________, which after [adding][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 Insurance Policy and the Surety Bond,] and the Underwriter's discount. The amounts advanced to the Borrower net of the costs of issuance, [the premiums for the Bond Insurance Policy and the Surety Bond,] and the Underwriter's discount are to be used by the Borrower for the purposes of financing the Costs of the Projects.
02. Evidence of Loan. The Borrower's obligation hereunder to repay amounts advanced pursuant to
01, together with interest thereon, and other payments required under this Loan Agreement, shall be evidenced by this Loan Agreement.
03. [Reserved].
04. Loan for Purpose of Financing the Projects. The Borrower acknowledges that the Council, pursuant to the Borrower's request and instruction, is depositing the proceeds of the Loan in the amount of $__________ into the Series 2025 Project Loan Fund in order to finance the acquisition, construction, renovation, and/or equipping of the Projects and $__________ into the Series 2025 Cost of Issuance Fund in order to pay costs of issuing the Loan and the Bonds, each as set forth and as directed by the terms of the Indenture. The Borrower understands the amount of $__________ is being withheld by the Underwriter [and the amounts of $__________ and $__________ are being transmitted directly by the Underwriter to the Bond Insurer and the Surety Bond Provider, respectively.] On the Closing Date, the Borrower will provide the Trustee with 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 2025 Project Loan Fund. ARTICLE IV LOAN TERM AND LOAN CLOSING REQUIREMENTS FMLC (Village of Pinecrest Series) Loan Agreement 19
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.
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 forth in Exhibit D attached hereto; provided, however, that all covenants and all obligations provided hereunder specified to so survive (including the obligation of the Borrower to pay the rebate obligations of the Council owed on the Bonds and agreed to by the Borrower pursuant to
03(b)(vii) hereof [and any amounts owed to the Bond Insurer]) shall survive the termination of this Loan Agreement and the payment in full 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 Borrower an acknowledgment thereof.
03. Loan Closing Submissions. Concurrently with the execution and delivery of this Loan Agreement, the Council or the Borrower are providing to the Trustee the following documents each dated the date of such execution and delivery, except all opinions and certificates shall be dated the date of Closing: (a) A certified copy of the ordinance and 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 substantially in the form of Exhibit C attached hereto to the effect that the Loan Agreement is a valid and binding obligation of the Borrower 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 warranties of the Borrower are true and correct; (d) A certificate signed by the Authorized Representative of the Borrower, in form and substance satisfactory to Bond Counsel, stating (i) the estimated dates and the amounts of projected expenditures for the Projects, and (ii) that it is reasonably anticipated by the Borrower that the Loan proceeds will be fully advanced therefor and expended by the Borrower prior to __________, 2028, and that the projected expenditures are based on the reasonable expectations of the Borrower having due regard for its capital needs and the revenues available for the repayment thereof. (e) This executed Loan Agreement; (f) [Reserved;] FMLC (Village of Pinecrest Series) Loan Agreement 20 (g) 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 duly authorized, executed, and delivered by the Council and are valid and special obligations of the Council enforceable in accordance with their terms, payable solely from the sources provided therefor in the Indenture; and (iv) the interest on the Bonds is excludable from gross income for federal income tax purposes; (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 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 itself, cause the interest on the Bonds to be included in gross income for federal income tax purposes, or adversely affect the validity, due authorization for, or legality of the Bonds; (i) An opinion of Council's Counsel (addressed to the Council, the Trustee, [the Bond Insurer,] and the Underwriter) 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,] and underwriter's counsel and acceptable to Council's Counsel; (j) An opinion of Disclosure Counsel (addressed to the Council and the Underwriter) to the effect that based upon their participation in the preparation of the official statement, but without having undertaken to determine independently the accuracy, completeness, or fairness 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 which they were made, not misleading; and (k) Such other certificates, documents, opinions, and information as the Council, the Trustee, [the Bond Insurer,] Disclosure Counsel, or Bond 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 requirement. ARTICLE V LOAN REPAYMENTS
01. Payment of Basic Payments. The Borrower shall pay to the order of the Council all Loan Repayments in lawful money of the United States of America to the Trustee. FMLC (Village of Pinecrest Series) Loan Agreement 21 No such Loan Repayment shall be in an amount such that interest on the Loan is in excess of the maximum rate allowed 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) interest calculated at the rates, in the amounts and on the dates set forth in Exhibit D. 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 Day, commencing __________ 20, 20__, and extending through __________ 20, 20__, unless the Loan is prepaid pursuant to terms of
07 hereof. [
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 2025 Reserve Fund in lieu of a cash payment or deposit by the Borrower. The Surety Bond shall secure and satisfy the Reserve Requirement (as defined in the Indenture) and any other reserve requirement of bonds as listed therein. The Trustee, on behalf of the Borrower, or any other borrowers whose loans were funded with proceeds of a bond issue listed therein, may draw on the Surety Bond in an amount equal to or less than the limit of the Surety Bond, all in accordance with
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
03 hereof. Such Surety Bond may be replaced by an Alternate Surety Bond issued with respect to funding the reserve fund of subsequent bonds issued by the Council whose reserve fund shall be on a parity with the Bonds, all in accordance with
08 of the Indenture.]
03. Payment of Additional Payments. In addition to Basic Payments, the Borrower agrees to pay on demand of the Council or the Trustee, the following Additional Payments: (a) (i) the annual fees or expenses of the Council, if any, including the fees of any provider of arbitrage rebate calculations; [the premium of the Bond Insurance Policy and any related fees in connection with the Bond Insurance Policy (to the extent not previously paid from the Series 2025 Cost of Issuance Fund); the premium of the Surety Bond and any related fees in connection with the Surety Bond (to the extent not previously paid from the Series 2025 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 2025 Cost of Issuance 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. FMLC (Village of Pinecrest Series) Loan Agreement 22 (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 with 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; (iv) all other reasonable out-of-pocket expenses of the Trustee[, the Bond Insurer, the Surety 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; (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 attorneys' fees, costs and expenses, relating to any amendments, waivers, consents, or collection or enforcement proceedings pursuant to the provisions hereof; (vi) [all reasonable fees and expenses of the Bond Insurer and the Surety Bond Provider relating directly to the Loan;] (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 Loan; 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 Council may become subject under any federal or state securities laws, federal or state tax laws, or other statutory law or at common law or otherwise, and (2) any and all fees and expenses of any inquiries or audits by any regulatory agencies, all 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. FMLC (Village of Pinecrest Series) Loan Agreement 23 (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
01 hereof, at the times and in the manner and together with interest and expense due thereon all as provided in
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 Payments with the first available funds after payment of the current Loan Repayment. The Borrower shall repay only the amount drawn on the Surety Bond due to its failure to pay its Basic Payment.]
04. Interest Earnings or Investment Losses and Excess Payments. (a) On each Interest Payment Date the Trustee shall credit against Borrower's obligation to pay its Loan Repayments, any interest earnings which were received during the prior Interest Period by the Trustee on the Funds (except the Series 2025 Project Loan Fund) held under the Indenture, or shall increase the Borrower's obligation to pay its Loan Repayments by any investment losses which were incurred during the prior Interest Period on the Funds (except the Series 2025 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 allowable 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.
05. Obligations of Borrower Unconditional. Subject in all respects to the provisions of this Loan Agreement, including but not limited to
02(a) hereof, the obligations of the Borrower to make the Loan Repayments required hereunder and to perform and observe 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 God, event, or cause whatsoever. This Loan Agreement shall be deemed and construed to be a "net contract," and the Borrower shall pay the Loan Repayments and all other payments required hereunder, regardless of any rights of set-off, recoupment, abatement, or counterclaim that the Borrower might otherwise have against the Council, the Trustee[, the Bond Insurer,] or any other party or parties. FMLC (Village of Pinecrest Series) Loan Agreement 24
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 refunding bonds which are covered by earnings on the escrow fund established from the proceeds of such bonds). The Council agrees not to issue bonds or other debt obligations to refund the Bonds without the prior written consent of the Authorized Representative of the Borrower.
07. Prepayment. The Loan may 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
01 of the Indenture. The Borrower shall provide the Council 60 days' notice of any prepayment of its Loan. ARTICLE VI DEFEASANCE This Loan Agreement shall continue to be obligatory and binding upon the Borrower in the performance of the obligations imposed by this Loan Agreement and the repayment of all sums due by the Borrower under this Loan Agreement shall continue to be secured by this Loan Agreement as provided herein until all of the indebtedness and all of the payments required to be made by the Borrower shall be fully paid to the Council[, the Bond Insurer,] 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 for the benefit of the Holders of the Bonds shall be no longer in effect and all future obligations of the Borrower under this Loan Agreement shall cease; provided, however, that all covenants and all obligations provided hereunder specified to so survive (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 payment," the Borrower shall have deposited sufficient cash and/or Governmental Obligations in irrevocable trust with a banking institution or trust company, for the sole benefit of the Council, in respect to which such cash and/or Governmental Obligations, the principal and interest on which, will be sufficient (as reflected in an accountant's verification report provided to the Trustee by the Borrower) to make timely 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 prepayment date selected by the Borrower in accordance with
07 hereof. If the Borrower determines to prepay all or a portion of the Loan pursuant to
07 hereof, upon the required timely notice by the Borrower, the Council shall redeem a like FMLC (Village of Pinecrest Series) Loan Agreement 25 amount of Bonds which corresponds in terms of amount and scheduled maturity date to such Loan prepayment pursuant to
01 of the Indenture. If the Borrower shall make advance payments to the Council in an amount sufficient to retire the Loan of the Borrower, 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
03 hereof, except for such amounts then outstanding and as provided in
02 hereof. However, prior to making such payments, the Borrower shall give at least 60 days' conditional notice by mail, with receipt confirmed, to the Council. ARTICLE VII ASSIGNMENT AND PAYMENT BY THIRD PARTIES
01. Assignment by Council. The Borrower expressly acknowledges that this Loan Agreement and the obligations 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 Indenture, and that the Trustee shall be entitled to act hereunder and thereunder in the place and stead of the Council whether or not the Bonds are in default.
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 Bond Insurer,] and the Trustee. [
03. Payments by the Bond Insurer. The Borrower acknowledges that payment under this Loan Agreement from funds 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.] [
04. Payments by the Surety Bond Provider. The Borrower acknowledges that payment under this Loan Agreement from funds received by the Trustee or Bondholders from the Surety Bond Provider do not constitute payment under this Loan Agreement for the purposes hereof or fulfillment of its obligations hereunder.] ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES
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 FMLC (Village of Pinecrest Series) Loan Agreement 26 where the context clearly indicates otherwise), whenever they are used in this Loan Agreement, any one or more of the following events: (a) Failure by the Borrower to timely pay any Loan Repayment, 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 observe and perform any 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 notice of the failure, unless the Council[, the Bond Insurer,] 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 wholly cured within a period of time not materially 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,] and the Trustee will not unreasonably withhold their consent to an extension of such time if corrective action is instituted 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 furnished in compliance with or in reference to this Loan Agreement, is false or misleading in any material respect when made; (e) A petition is filed against the Borrower under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution, or liquidation law of any jurisdiction, whether now or hereafter in 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 liquidation law of any jurisdiction, whether now or hereafter in effect, or consents to the filing of any petition against it under such law; (g) The Borrower admits insolvency or bankruptcy or its inability to pay its debts as they 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 any 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; FMLC (Village of Pinecrest Series) Loan Agreement 27 (h) Default under any agreement to which the Borrower is a party evidencing, securing, or otherwise 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 immediately due and payable or other remedies may be exercised with 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 any governmental agency or authority, or if the Borrower shall deny any further liability or obligation under this Loan Agreement; or (j) 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 otherwise provided in the final judgment, (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 judgment, order, decree, or process of the enforcement thereof to have been stayed pending determination of such appeal, provided that such execution and levy would materially adversely affect the Borrower's ability to meet its obligations hereunder; or (iii) it has not been determined by a court of competent jurisdiction from which appeal may not be taken or from which appeal has been taken but has been finally denied that the Borrower is not obligated with respect to such judgment pursuant to the provisions of Chapter 768, Florida Statutes or other applicable law.
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
01(e), 8.01(f), 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 aware of the existence thereof.
03. Remedies on Default. Whenever any Event of Default referred to in
01 hereof shall have happened and be continuing, the Council or the Trustee shall, [with the written consent of the Bond Insurer or upon the written direction of the Bond Insurer,] in addition to any other remedies herein or by law provided, have the right, at its or their option without any further demand or notice, to take such steps and exercise such remedies as provided in
02 of the Indenture, and, without limitation, to take whatever other action at law 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. FMLC (Village of Pinecrest Series) Loan Agreement 28
04. [Reserved].
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 remedy shall be cumulative and shall be in addition to every other remedy given under this Loan Agreement or now or hereafter existing at law or in equity. No delay or omission to exercise any right, remedy, or power shall be construed to be a waiver thereof, but any such right, remedy, or power 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 any notice other than such notice as may be required in this Article VIII.
06. Application of Moneys. Any moneys collected by the Council or the Trustee pursuant to
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
03(b)(iii) and (iv) hereof; (b) second, to pay interest due on the Loan; (c) third, to pay principal due on the Loan; (d) fourth, to pay any other amounts due hereunder; and (e) fifth, to pay interest and principal on the Loan and other amounts payable hereunder but which are not due, as they become due (in the same order, as to amounts which come due simultaneously, as in (a) through (d) in this
06). FMLC (Village of Pinecrest Series) Loan Agreement 29 ARTICLE IX MISCELLANEOUS
01. Notices. All notices, certificates, or other communication 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 following 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: Village of Pinecrest, Florida 12645 Pinecrest Pkwy. Pinecrest, Florida 33156 Attention: Village Manager Any of the above parties may, by notice in writing given to the others, designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent.
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.
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.
04. Amendments, Changes and Modifications. This Loan Agreement may be amended or supplemented from time to time only by a writing duly executed by the Council and the Borrower, and in accordance with Article XII of the Indenture[; provided, however, that FMLC (Village of Pinecrest Series) Loan Agreement 30 no such amendment shall be effective unless it shall have been consented to in writing by the Bond Insurer.]
05. Execution in Counterparts. This Loan Agreement may be simultaneously executed in several counterparts, each of which, when so executed and delivered, shall be an original and all of which shall constitute but one and the same instrument.
06. Applicable Law. This Loan Agreement shall be governed by and construed in accordance with the laws of the State, without regard to conflict of law principles.
07. Benefit of Bondholders; Compliance with Indenture. This Loan Agreement is executed in part to induce the purchase by others of the Bonds. Accordingly, 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 Borrower covenants and agrees to do all things within its power 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 Borrower 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 2025 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 contractual 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 any 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 Insurer is recognized as a third-party beneficiary hereunder and may enforce any such right, remedy or claim conferred, given or granted hereunder.]
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 may be given by an Authorized Representative of the Council or such other additional persons provided by law or by rules, regulations or resolutions of the Council.
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 any, 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 future 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 FMLC (Village of Pinecrest Series) Loan Agreement 31 private corporation thereto under any 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 hereby expressly waived and released as a condition of and consideration for the execution of this Loan Agreement.
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 Agreement.
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 corporation or governmental agency existing under the laws thereof other than the Council and the Borrower. In making the agreements, provisions, and covenants set forth in this Loan Agreement, the Council has not obligated itself except with respect to the application of the revenues, income, and all other property as derived herefrom, as hereinabove provided.
12. Payments Due on Holidays. With the exception of Basic Payments, if the date for making any payment 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 Day, such payments 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.
13. Calculations. Interest shall be computed on the basis of a 360-day year of twelve 30-day months.
14. Time of Payment. Any Loan Repayment or other payment hereunder which 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. [Remainder of page intentionally left blank] FMLC (Village of Pinecrest Series) Loan Agreement S-1 IN WITNESS 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 Village of Pinecrest, Florida, has caused this Loan Agreement to be executed in its corporate name with 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 LEAGUE OF CITIES, INC., Program Administrator By: ________________________________ Name: Jeannie Garner Title: Executive Director/CEO FMLC (Village of Pinecrest Series) Loan Agreement S-2 LOAN AGREEMENT VILLAGE OF PINECREST, FLORIDA (SEAL) By: Name: Joseph M. Corradino Title: Mayor ATTESTED BY: By: Name: Priscilla Torres, MMC Title: Village Clerk Approved as to form and correctness this _____ day of __________, 2025. By: Name: Mitchell A. Bierman Title: Village Attorney FMLC (Village of Pinecrest Series) Loan Agreement A-1 EXHIBIT A VILLAGE OF PINECREST, FLORIDA USE OF LOAN PROCEEDS PROJECT TOTAL AMOUNT TO BE FINANCED Acquisition, construction, renovation, and/or equipping of certain qualifying projects, including, but not limited to, various park, athletic, and recreational facilities and improvements at certain Village parks $___________ FMLC (Village of Pinecrest Series) Loan Agreement B-1 EXHIBIT B CERTIFIED ORDINANCE AND RESOLUTION OF THE BORROWER See Document No. _____ C-1 FMLC (Village of Pinecrest Series) Loan Agreement EXHIBIT C OPINION OF BORROWER'S COUNSEL [Letterhead of Counsel to Borrower] __________, 2025 Florida Municipal Loan Council c/o Florida League of Cities, Inc. 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 [UNDERWRITER __________ __________] [BOND INSURER __________ __________] Ladies and Gentlemen: I am counsel to the Village of Pinecrest, 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 Borrower of funds to finance all or a portion of the Costs of the Projects, as described in the Loan Agreement, dated as of __________ 1, 2025, 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. In this connection, I have reviewed such records, certificates, 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, 2025 (the "Indenture"), by and between the Council and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"), Ordinance No. 2025-__ enacted by the Borrower on March 11, 2025 (the "Ordinance"), Resolution No. 2025-__ adopted by the Borrower on March 11, 2025 (the "Resolution"), the Continuing Disclosure Agreement, dated as of __________, 2025 (the "Continuing Disclosure Agreement"), by and among the Borrower and the Florida League of Cities, Inc., as dissemination agent, and the final Official Statement with respect to the Bonds, dated __________, 2025 (the "Official Statement"). Based on such review, C-2 FMLC (Village of Pinecrest Series) Loan Agreement and such other considerations of law and fact as I believe to be relevant, I am of the opinion that: (a) The Borrower 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 enact the Ordinance, to adopt the Resolution, consummate the transactions contemplated in the Loan Agreement, the Ordinance, and the Resolution, and otherwise to carry on its activities and own its property. (b) The Borrower has duly enacted and executed the Ordinance, 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 may be subject to the exercise of judicial discretion in accordance with general principles of equity and to the sovereign police powers of the State of Florida and the constitutional powers of the United States of America. (c) The execution and delivery of the Ordinance, the Resolution, the Continuing Disclosure Agreement, and the Loan Agreement; the consummation of the transactions contemplated thereby; the acquisition, construction, renovation, and/or equipping of the Projects; 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 will 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 governmental order, to which the Borrower is now a party or it or its properties is otherwise subject or bound, and the Borrower is not otherwise in violation of any of the foregoing in a manner material to the transactions contemplated by the Loan Agreement. (d) There is no litigation or legal or governmental action, proceeding, inquiry, or investigation pending or, to the best of my knowledge, threatened by governmental authorities or to which the Borrower is a party or of which any property of the Borrower is subject, which has not been described in the Official Statement or otherwise disclosed in writing to the Council [and the Bond Insurer] and which, if determined adversely to the Borrower, would individually or in the aggregate materially and adversely affect the validity or the enforceability of the Ordinance, the Resolution, the Loan Agreement, the Official Statement, or the Continuing Disclosure Agreement. (e) 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 Official Statement, C-3 FMLC (Village of Pinecrest Series) Loan Agreement the statements and information with respect to matters of law relating to the Borrower in the Preliminary Official Statement and the Official Statement under the captions "THE BORROWER," "PURPOSE OF THE BONDS," "SECURITY AND SOURCES OF PAYMENT," "INVESTMENT CONSIDERATIONS," "LITIGATION" "CONTINUING DISCLOSURE," and "DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS," are true and correct in all material respects, 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, in light of 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 with respect to (i) actions or obligations of the Council or any other party other than the Borrower, (ii) documents to which the Borrower is not a party, and (iii) financial, statistical, or tax matters or projections. (f) All approvals, consents, authorizations, and orders of any governmental 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 Continuing Disclosure Agreement, the Purchase Contract, the Ordinance, the Resolution, and the other documents of the Borrower relating to the Loan have been obtained and are in full force and effect. I am an attorney admitted to practice law only in the State of Florida and express no opinion as to the laws of any other state and further express no opinion as to (i) the status of 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, D-1 FMLC (Village of Pinecrest Series) Loan Agreement EXHIBIT D DEBT SERVICE SCHEDULE Date* Principal Amounts Interest Rate Interest Amounts Total Amounts D-2 FMLC (Village of Pinecrest Series) Loan Agreement ____________________ * Loan repayments are due March 20th and September 20th of each year. FMLC (Village of Pinecrest Series) Loan Agreement E-1 EXHIBIT E TO LOAN AGREEMENT FORM OF REQUISITION CERTIFICATE TO: THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEE FROM: VILLAGE OF PINECREST, FLORIDA (THE "BORROWER") SUBJECT: LOAN AGREEMENT DATED AS OF __________ 1, 2025 This represents Requisition Certificate No. _____ in the total amount of $__________ for payment of those Costs of the Projects detailed in the schedule attached. The undersigned does certify that: 1. All of the expenditures for which monies are requested hereby represent proper Costs of the Projects, have not been included in a previous Requisition Certificate and have been properly recorded on the Borrower's books as currently due and owing. 2. The monies requested hereby are not greater than those necessary to meet obligations due and payable or to reimburse the Borrower for funds actually advanced for Costs of the Projects. The monies requested do not include retention or other monies not yet due or earned under construction contracts. 3. This requisition is in compliance with
03 of the Indenture. 4. After payment of monies hereby requested, to the knowledge of the undersigned, there will remain available to the Borrower sufficient funds to complete the Projects substantially in accordance with the plans therefor. 5. The Borrower is not in default under the Loan Agreement and nothing has occurred that would prevent the performance of its obligations under the Loan Agreement. Executed this _____ day of __________, 20__. VILLAGE OF PINECREST, FLORIDA By: _________________________________ Name: ________________________________ Title: _________________________________ EXHIBIT B FORM OF CONTINUING DISCLOSURE AGREEMENT 1 CONTINUING DISCLOSURE AGREEMENT FOR THE BORROWER This CONTINUING DISCLOSURE AGREEMENT dated as of ________ 1, 2025 (the "Continuing Disclosure Agreement") is executed and delivered by the Village of Pinecrest, Florida, a Florida municipality ("Obligated Entity"), and by Florida League of Cities, Inc., a Florida corporation not-for-profit, as Dissemination Agent (the "Dissemination Agent") hereunder. Additional capitalized terms used herein shall have the meanings ascribed thereto in Section 2 hereof. SECTION 1. Nature of Undertaking. This Continuing Disclosure Agreement constitutes an undertaking by the Obligated Entity under paragraph (b)(5) of the Rule to provide Financial Information and notice of the occurrence of certain events with respect to the Bonds, as provided in paragraph (b)(5)(i)(C) of the Rule, and otherwise to assist the Participating Underwriter 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 each Fiscal Year of the Obligated Entity in accordance with Section 4 hereof, which contains Financial Information with respect to the Obligated Entity, (ii) if an Annual Report does not contain the Audited Financial Statements, to disseminate the Audited Financial Statements in accordance with Section 4 hereof as soon as practicable after they shall have been approved 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 Indenture, which 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 which (a) identifies the Obligated Entity; (b) contains (or includes by reference to documents which were filed with the SEC or 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 Obligated Entity; (ii) Audited Financial Statements if such Audited Financial Statements shall 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 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 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 Certificate is so delivered) a narrative explanation of the reasons for the changes in Financial Information and/or Operating Data set forth in such Continuing Disclosure Certificate and the effect of the changes on the types of Financial Information and/or Operating Data being provided in such Annual Report; and (d) in the event that the Obligated 2 Entity authorizes a change in the accounting principles by which its Audited Financial Statements are prepared, contains (in the case of the Annual Report disseminated on or immediately after the date of such change) (1) a comparison between the Financial Information prepared on the basis of the new accounting principles which is contained in such Annual Report and the Financial Information prepared on the basis of the 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 between such accounting principles and the effect of such change on the presentation of the Financial Information being provided in such Annual Report. "Annual Report Certificate" means an Annual Report Certificate 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 been examined by independent certified public accountants in accordance with generally accepted auditing standards. "Bondholder" means (i) the registered owner of a Bond and (ii) the beneficial owner of a Bond, as the term "beneficial owner" is used in any agreement with a securities depository for the Bonds and as the term may be modified by an interpretation by the SEC of paragraph (b)(5) of the Rule. "Bonds" means the $_________ Florida Municipal Loan Council Revenue Bonds, Series 2025 (Village of Pinecrest Series). "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 Certificate 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 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 9 hereof. "EMMA" 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 for purposes of the Rule as further described in Sections 4 and 6 hereof. "Event Notice" means notice of the occurrence of a Listed Event. 3 "Final Official Statement" means the Final Official Statement prepared in connection with the Offering of the Bonds. "Financial Information" means financial information related to the Obligated Entity of the types identified in the Continuing Disclosure Certificate most recently delivered by the Obligated Entity to the Dissemination Agent in accordance with Section 5 hereof. 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 the basis of the Audited Financial Statements 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 Dissemination 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 Statements. "Governing Body" shall mean the governing body of the Obligated 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 The Bank of New York Mellon Trust Company, N.A., as Trustee. "Insurer" shall mean the municipal bond insurer, if any, insuring the Bonds. "Loan Agreement" means the Loan Agreement dated of even date herewith, between the Issuer and the Obligated Entity. "Listed Events" means any of the 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 Obligated Entity to the Dissemination Agent in accordance with Section 5 hereof. The Operating Data shall be prepared for the Fiscal Year immediately preceding the date of the Annual Report containing such Operating Data. "Participating Underwriter" means __________________. "Rating Agency" means Standard & Poor’s Financial Services LLC, or any successor thereto. "Rule" means Rule l5c2-l2 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 provision thereto. 4 "SEC" means the Securities and Exchange Commission. "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 been prepared on a basis substantially consistent with the Audited Financial Statements to be subsequently prepared for such Fiscal Year. SECTION 3. Appointment of Dissemination Agent: Obligations of Obligated Entity Respecting Undertaking. (a) The Obligated Entity hereby appoints Florida League of Cities, Inc. to act as the initial Dissemination Agent hereunder. Florida League of Cities, Inc. hereby accepts such appointment. The Obligated Entity may, from time to time, appoint a successor Dissemination Agent or discharge any then acting Dissemination Agent, with or without cause. 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 Agent or the then appointed and acting Dissemination Agent shall resume the performance of such obligations. (b) The Obligated 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 of the 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 notify the Obligated Entity of each Annual Report Date and of the 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 Financial Statements to the Dissemination Agent as soon as practicable after they shall have been approved by the Governing 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. 5 (d) The Dissemination Agent shall provide the Issuer, the Obligated Entity and the Trustee written confirmation 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. (e) If the Dissemination Agent shall not have filed the Annual Report by the Annual Report Date, the Dissemination Agent shall so notify the Obligated Entity, EMMA, the Trustee and the Insurer within five (5) Business Days of the Annual Report Date. SECTION 5. Continuing Disclosure Certificates. (a) The Obligated Entity shall prepare a Continuing Disclosure Certificate in the form attached hereto as Exhibit B in connection with the Offering of the Bonds and shall deliver the same to the Dissemination Agent for dissemination to the Participating Underwriter, Issuer and Trustee. (b) Prior to the deletion or substitution of any Financial Information and Operating Data in the Continuing Disclosure Certificate from the information listed in Exhibit B hereto, the Obligated Entity will obtain an opinion of nationally recognized disclosure counsel (which may also act as outside counsel to the Obligated Entity) addressed to the Issuer, the Participating 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 effect on the date of the Offering of the Bonds and 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 of this Continuing Disclosure Agreement. The Dissemination Agent is entitled to rely on such opinion without further 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 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 of 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 effect. (d) Any delivery of a Continuing Disclosure Certificate 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. SECTION 6. Reporting of Listed Events. (a) Pursuant to the provisions of this Section 6, the Obligated Entity shall direct the Dissemination Agent to provide, in the appropriate format required by law or applicable regulation, in a timely manner such that notice to EMMA can be provided not in excess of ten 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; 6 (ii) non-payment related defaults, if material; (iii) unscheduled draws on debt service reserves reflecting financial difficulties; (iv) unscheduled draws on credit enhancements reflecting financial difficulties; (v) substitution of credit facility providers, or their failure to perform; (vi) adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS form 5701-TEB) or other material notices or determinations with respect to the tax status of the Loan or Bonds, or other material events affecting the tax status of the Loan or Bonds; (vii) modifications to rights of holders of the Bonds, if material; (viii) Bond calls, if material, and tender offers; (ix) defeasances; (x) release, substitution, or sale of any property securing repayment of the Loan or Bonds, if material; (xi) rating changes; (xii) bankruptcy, insolvency, receivership or similar events of the Obligated Entity (which is considered to occur when any of the 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 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 supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Obligated Entity). (xiii) the consummation of a merger, consolidation, or acquisition involving the 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 of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; 7 (xiv) the appointment of a successor or additional trustee or the change of name of the trustee, if material; (xv) incurrence of a financial obligation of the Obligated Entity, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the Obligated Entity, any of which affect holders of the Bonds, if material (for purposes of the foregoing and paragraph (xvi) below, "financial obligation" means 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 planned debt obligation; or (c) a guarantee of (a) or (b)); (xvi) default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation of the Obligated Entity, any of which reflect financial difficulties; and (xvii) in a timely manner, notice of failure to provide annual Financial Information before the date(s) specified in Section 4 hereof. (b) If the Obligated Entity instructs the Dissemination Agent to provide 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 was provided to EMMA in accordance with this Section 6(b). (c) Notwithstanding the foregoing, 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 with EMMA, the Issuer, 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 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 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 Obligated 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 be deemed to require the Obligated Entity to include or update any such additional information in any subsequently prepared Annual Report. 8 SECTION 8. Amendments: Waivers. This Continuing Disclosure Agreement may be amended, and any provision hereof may be waived, by the parties hereto if prior to the effective date of any such amendment or waiver, the Obligated Entity delivers to the Dissemination Agent, the Issuer and the Trustee an opinion of nationally recognized disclosure counsel (which may also act as outside counsel to the Obligated Entity), 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 effect on the date of the Offering of Bonds or after the execution 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 of this Continuing Disclosure Agreement. The Dissemination 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 Disclosure Agreement. The Dissemination Agent may assign its rights 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 Agent. As compensation to the Dissemination Agent for 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, attorneys, agents and employees harmless from and against any costs, expenses, damages or other liabilities (including attorneys' 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. Nothing contained herein is 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
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
02(a) of the Loan Agreement. SECTION 11. Concerning the Dissemination Agent and the Obligated Entity. (a) The Dissemination Agent is not answerable for the exercise of any discretion or power under this Continuing Disclosure Agreement or for anything whatever in connection herewith, except only its own willful misconduct or gross negligence. The Dissemination Agent shall have no liability to the Bondholders or any other person with respect to the undertakings described in Section 1 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 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 for disseminating information not delivered to it or giving notice of non-delivery except as specifically required hereunder. 9 (c) The parties to this Continuing Disclosure Agreement acknowledge and agree that the Obligated Entity assumes no obligations hereunder other than those specifically assumed by the Obligated Entity herein. SECTION 12. Termination of this Continuing Disclosure Agreement. This Continuing Disclosure Agreement shall terminate at such time as the Loan Agreement terminates. SECTION 13. Beneficiaries. This Continuing Disclosure Agreement shall inure solely to the benefit of the Obligated Entity, the Dissemination Agent, the Trustee, the Issuer, the Insurer, the Participating Underwriter and the Bondholders. This Continuing Disclosure 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. 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. Governing Law. This Continuing Disclosure Agreement shall be governed by the laws of the State of Florida. 10 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 first written above. VILLAGE OF PINECREST, FLORIDA, as Obligated Entity By:_________________________________ Yocelyn Galiano, Village Manager FLORIDA LEAGUE OF CITIES, INC., as Dissemination Agent By: Its: Executive Director/CEO A-1 EXHIBIT A Form of Annual Report Certificate The undersigned duly authorized signatory of the Village of Pinecrest, Florida, a Florida municipality, as Borrower under the Continuing Disclosure Agreement (hereinafter described) (the "Borrower"), hereby certifies on behalf of the Borrower pursuant to the Continuing Disclosure Agreement dated as of ________ 1, 2025 (the "Continuing Disclosure Agreement") executed and delivered by the Borrower and accepted by Florida League of Cities, Inc., as Dissemination Agent (the "Dissemination Agent"), as follows: 1. Definitions. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Continuing Disclosure Agreement. 2. Annual Report. Accompanying this Annual Report Certificate is the Annual Report for the Fiscal Year ended ________________. 3. Compliance with Continuing Disclosure Agreement. The Annual Report is being delivered to the Dissemination Agent herewith not later than June 30 following the end of the Fiscal Year to which the Annual Report relates. The Annual Report contains, or includes by reference, Financial Information and Operating Data of the types identified in the Continuing Disclosure Certificate most recently delivered to the Dissemination Agent pursuant to Section 5 of the Continuing Disclosure Agreement. To the extent 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. [Such Audited Financial Statements are included as part of the Annual Report.] [Because the Audited Financial Statements have not been approved by the Governing 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 deliver such Audited Financial Statements to the Dissemination Agent as soon as practicable after they have been approved by the Governing Body.] A-2 IN WITNESS WHEREOF, the undersigned has executed and delivered this Annual Report Certificate to the Dissemination Agent, which has received such certificate and the Annual Report, all as of the day of the ___ day of ________, 2025. Village of Pinecrest, Florida, as Borrower By:_____________________________ Yocelyn Galiano, Village Manager Acknowledgment of Receipt: Florida League of Cities, Inc. as Dissemination Agent By: ________________________ Its: Executive Director B-1 EXHIBIT B Form of Section 5(a) Continuing Disclosure Certificate Florida League of Cities, Inc. 301 Bronough Street Tallahassee, Florida 33401 The undersigned duly authorized signatory of the Village of Pinecrest, Florida (the "Borrower") hereby certifies on behalf of the Borrower pursuant to the Continuing Disclosure Agreement dated as of ________ 1, 2025 (the "Continuing Disclosure Agreement") executed and delivered by the Borrower and accepted by Florida League of Cities, Inc., as Dissemination Agent (the "Dissemination Agent"), as follows: 1. Definitions. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Continuing Disclosure Agreement. 2. Purpose. The Borrower is delivering this Continuing Disclosure Certificate to the Dissemination Agent pursuant to Section 5(a) of the Continuing Disclosure Agreement. 3. Financial. Information and Operating Data Included in Final Official Statement. The following 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: Village of Pinecrest Non-Ad Valorem Revenue Anti-Dilution Test Village of Pinecrest Historical Non-Ad Valorem Revenues (b) Operating Data: None 4. Annual Report. 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 Financial 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. B-2 IN WITNESS WHEREOF, the undersigned has executed and delivered this Continuing Disclosure Certificate to the Dissemination Agent, which has received the same, all as of the ___ day of ________, 2025. Village of Pinecrest, Florida, as Borrower By:_____________________________ Yocelyn Galiano, Village Manager Acknowledgment of Receipt: Florida League of Cities, Inc., as Dissemination Agent By: ________________________ Its: Executive Director EXHIBIT C-1 FORM OF SUMMARY NOTICE OF SALE SUMMARY NOTICE OF SALE $____________* FLORIDA MUNICIPAL LOAN COUNCIL REVENUE BONDS, SERIES 2025 (VILLAGE OF PINECREST SERIES) NOTICE IS HEREBY GIVEN that all-or-none bids will be received by the Florida Municipal Loan Council (the “Issuer”) for the purchase of $_______ Florida Municipal Loan Council Revenue Bonds, Series 2025 (Village of Pinecrest Series) (the “2025 Bonds”). In accordance with the Official Notice of Sale all bids for the 2024C Bonds must be submitted electronically via Parity by 10:30 A.M*., Eastern Time on April 2, 2025*. To bid, bidders must be a contracted customer of the BiDCOMP/Parity® competitive bidding system (the “System” or “Parity”). Prospective bidders that do not have a contract with the System should call (212) 849-5021 to become a customer and to obtain a list of the bidding rules and procedures. For further information about Parity, potential bidders may contact IHS Markit at 450 West 33rd Street, 5th Floor, New York, NY 10001, telephone (212) 849-5021. The use of Parity shall be at the bidder’s risk and expense, and the Issuer shall have no liability with respect thereto. Only bids submitted through Parity will be considered. The Issuer reserves the right to cancel or postpone the date and time established for the receipt of bids and to change the principal amount or amortization of the 2025 Bonds by notice communicated through Refinitiv TM3 no less than eighteen (18) hours prior to the date and time established for receipt of bids. As will be described in the Official Notice of Sale, the proceeds to be received by the Issuer from the sale of the 2025 Bonds will be used by the Issuer to make a loan to the Village of Pinecrest, Florida (the “Borrower”) pursuant to a loan agreement between the Issuer and the Borrower for the purpose of providing funds to (1) finance the acquisition, construction, and equipping of certain capital improvements, including, but not limited to, various park, athletic, and recreational facilities and improvement at certain parks of the Borrower, and (2) to pay the costs of issuance of the 2025 Bonds. The 2025 Bonds will be issued in fully registered book-entry-only form through the facilities of The Depository Trust Company, New York, New York, as the securities depository. Beneficial interests in the 2025 Bonds may be sold in denominations of $5,000 or integral multiples of $5,000. Settlement for the 2025 Bonds is expected to occur on or about April 15, 2025. On or about March 25, 2025, the Preliminary Official Statement and the Official Notice of Sale for the 2025 Bonds may be obtained electronically from www.munios.com. Copies of the Preliminary Official Statement and the Official Notice of Sale relating to the 2025 Bonds will also be available upon request from the Issuer’s Financial Advisor, Public Resources Advisory Group, Inc., 2002 N. Lois Avenue, Tampa, Florida 33607, telephone: (813) 898-4187, email: mjohnston@pragadvisors.com, Attention: Mickey Johnston. FLORIDA MUNICIPAL LOAN COUNCIL Paul Shamoun Director, Financial Services Florida League of Cities, Inc., as Administrator for the Florida Municipal Loan Council Dated: ______, 2025 * Preliminary, subject to change. EXHIBIT C-2 FORM OF OFFICIAL NOTICE OF SALE OFFICIAL NOTICE OF SALE $_______* FLORIDA MUNICIPAL LOAN COUNCIL REVENUE BONDS, SERIES 2025 (VILLAGE OF PINECREST SERIES) Notice is given that all-or-none bids will be received by the Florida Municipal Loan Council (the “Issuer”) for the purchase of $______* Florida Municipal Loan Council Revenue Bonds, Series 2025 (Village of Pinecrest Series) (the “2025 Bonds”). All bids must be submitted electronically via BiDCOMP/Parity® by 10:30 A.M.*, Eastern Time on April 2, 2025.* To bid on the 2025 Bonds, bidders must be a contracted customer of the BiDCOMP/Parity® competitive bidding system (the “System” or “Parity”). Prospective bidders that do not have a contract with the System should call (212) 849-5021 to become a customer and to obtain a list of the bidding rules and procedures. For further information about Parity, potential bidders may contact IHS Markit at 450 West 33rd Street, 5th Floor, New York, NY 10001, telephone (212) 849-5021. The use of Parity shall be at the bidder’s risk and expense, 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 conflict with this Official Notice of Sale, the terms of this Official Notice of Sale shall control. BOND DETAILS The description of the 2025 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 2025 Bonds will be issued as fully registered bonds, and when executed and delivered, will be registered in the name of Cede & Co., as registered owner and nominee for The Depository Trust Company ("DTC") will act as securities depository for the 2025 Bonds. Individual purchases of the 2025 Bonds may be made only in book-entry form in denominations of $5,000 or integral multiples thereof. Purchasers of the 2025 Bonds (the "Beneficial Owners") will not receive physical delivery of bond certificates. As long as Cede & Co. is the registered owner of the 2025 Bonds as nominee for DTC, payments of principal and interest with respect to the 2025 Bonds will be made directly to such registered owner who will in turn remit such principal and interest payments to DTC participants for subsequent disbursement to the Beneficial Owners. The Issuer will not be responsible for payments to Beneficial Owners. The 2025 Bonds will be dated their date of delivery (expected to be April 15, 2025) 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 October 1, 2025, and on each April 1 and October 1 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 follows: * Preliminary, subject to change. -2- INITIAL MATURITY SCHEDULE FOR THE 2025 BONDS Maturity (October 1) Principal Amount* 10/1/2026 10/1/2027 10/1/2028 10/1/2029 10/1/2030 10/1/2031 10/1/2032 10/1/2033 10/1/2034 10/1/2035 10/1/2036 10/1/2037 10/1/2038 10/1/2039 10/1/2040 10/1/2041 10/1/2042 10/1/2043 10/1/2044 10/1/2045 * Preliminary; subject to change. “TERM BONDS OPTIONS” as described herein. NOTE: The Issuer reserves the right to modify 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 Registrar for the 2025 Bonds will be The Bank of New 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 2025 Bonds") represents an estimate of the principal amount and maturities of the 2025 Bonds that will be sold. The Issuer reserves the right to change the Initial Maturity Schedule for the 2025 Bonds by announcing any such change not later than 5:00 p.m., Eastern time, on the day immediately -3- preceding the date set for receipt of bids, through Refinitiv TM3. If no such change is announced, the Initial Maturity Schedule for the 2025 Bonds will be deemed the schedule of maturities for submission of the bid. Furthermore, if after final computation of the bids, the Issuer determines in its sole discretion that the funds necessary to accomplish the purpose of the 2025 Bonds is more or less than the proceeds of the sale of all of the 2025 Bonds, the Issuer reserves the right to increase or decrease the principal amount, by no more than 15% of the principal amount of the 2025 Bonds (to be rounded to the nearest $5,000) or by such other amount as approved by the winning bidder; provided, that the aggregate principal amount of the 2025 Bonds may not exceed $16,000,000. In the event of any such adjustment, no rebidding or recalculation of the bids submitted will be required or permitted; and the 2025 Bonds of each maturity, as adjusted, will bear interest at the same rate and must have the same initial reoffering yield as specified immediately after award of the 2025 Bonds of that maturity, the Underwriter’s Discount on the 2025 Bonds as submitted by the successful bidder shall be held constant. The “Underwriter’s Discount” shall be defined as the difference between the purchase price of the 2025 Bonds submitted by the bidder and the price at which the 2025 Bonds will be issued to the public, calculated from information provided by the bidder, divided by the par amount of the 2025 Bonds bid. However, the award will be made to the bidder whose bid produces the lowest True Interest Cost rate ("TIC"), calculated as specified herein, solely on the basis of the 2025 Bonds offered, without taking into account any adjustment in the amount of 2025 Bonds pursuant to this paragraph. REDEMPTION PROVISIONS The 2025 Bonds maturing on or before October 1, 2034 are not subject to optional redemption prior to their maturities. The 2025 Bonds maturing after October 1, 2034 are subject to redemption at the option of the Issuer on or after April 1, 2035, as a whole or in part at any time, in any manner determined by the Trustee in its discretion taking into consideration the maturity of the loan (as described in “Authority and Purpose” herein) being prepaid by the Village of Pinecrest Florida (the “Borrower”) at a redemption price equal to the principal amount of the 2025 Bonds to be redeemed, plus accrued interest to the redemption date. TERM BONDS OPTIONS Any bidder may, at its option, specify that the maturities of the 2025 Bonds maturing after October 1, 2034 will consist of term bonds which are subject to mandatory sinking fund redemption in consecutive years immediately preceding the maturity thereof (each a "Term Bond") as designated in the bid of such bidder. In the event that the bid of the successful bidder specifies that a permitted maturity of the 2025 Bonds will be a Term Bond, such Term Bond will be subject to mandatory sinking fund redemption on October 1, in each applicable year, in the principal amount for such year as set forth hereinbefore under the heading "INITIAL MATURITY SCHEDULE FOR THE 2025 Bonds" at a redemption price equal to the principal amount thereof to be redeemed together with accrued interest thereon to the redemption date, without premium. -4- AUTHORITY AND PURPOSE The 2025 Bonds are being issued under the authority of the Constitution of the State of Florida, Chapter 163, Florida Statutes, Chapter 166, Florida Statutes, and other applicable provisions of law (collectively, the "Act"), an authorizing resolution adopted by the Issuer on March 20, 2025 (the “Resolution”), and the Trust Indenture dated as of April 1, 2025, between the Issuer and the Trustee (the “Indenture”). The proceeds to be received by the Issuer from the sale of the 2025 Bonds will be used by the Issuer to make a loan (the “Loan”) to the Borrower pursuant to a loan agreement, dated as of April 1, 2025, between the Issuer and the Borrower (the “Loan Agreement”) for the purpose of providing funds to (1) finance the acquisition, construction, and equipping of certain capital improvements, including, but not limited to, various park, athletic, and recreational facilities and improvements at certain parks of the Borrower, and (2) to pay the costs of issuance of the 2025 Bonds. SECURITY Payments made by the Borrower to the Issuer in repayment of the Loan (the “Loan Repayments”) are included in the trust estate granted by the Issuer to the Trustee pursuant to the Indenture. THE 2025 BONDS ARE NOT A GENERAL DEBT, LIABILITY OR OBLIGATION OF THE ISSUER, BUT ARE LIMITED OBLIGATIONS OF THE ISSUER, PAYABLE SOLELY FROM (I) 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 2025 BONDS, BY THE ISSUER OR BY ANY OTHER PERSON ON ITS BEHALF OR WITH 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 Agreement is not a general debt, liability or obligation of the Borrower, but is a limited obligation of the Borrower payable from the sources described herein. The 2025 Bonds and the Loan are not a debt, liability or obligation of the State of Florida or any political subdivision or entity thereof other than the Issuer and the Borrower, respectively. Proceeds to be received by the Issuer from the sale of the 2025 Bonds will be loaned by the Issuer to the Borrower pursuant to the Loan Agreement. The Loan Agreement provides that the Borrower will appropriate in its annual budget and pay when due amounts of Non-Ad Valorem Revenues (as defined herein) sufficient to make the principal, 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 2025 Bonds. -5- "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. Pursuant to the Indenture, the Issuer 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 Issuer's right to receive Loan Repayments, as the source of payment of and security for the 2025 Bonds. MUNICIPAL BOND INSURANCE The purchase of municipal bond insurance, if available, will be at the option and expense of the bidder. The successful bidder will be responsible for the payment of all costs associated with any such insurance, including the premium charged by the insurer. The bidder understands, by submission of its bid, that the bidder is solely responsible for the selection of any insurer and for all negotiations with the insurer as to the premium to be paid. If all or a portion of the 2025 Bonds are awarded on an insured basis, reference to the insurance policy will appear on the 2025 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, undertakings or warranties. In addition, if the successful bidder is arranging for bond insurance for all or a portion of the 2025 Bonds, it also shall provide the amount of the premium to be paid and certification 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 for 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 successful bidder, and costs incurred for such ratings must be paid at the successful bidder’s expense. UNDERLYING RATINGS S&P Global Ratings has assigned an underlying municipal bond rating of "____" (___ outlook) to the 2025 Bonds. The rating report of such agency will be made available electronically upon request to the Issuer’s Financial Advisor, Public Resources Advisory Group, Inc., 2002 N. Lois Avenue, Tampa, Florida 33602, (813) 898-4187, mjohnston@pragadvisors.com, Attention: Mickey Johnston (the “Financial Advisor”). TERMS OF BID AND BASIS OF AWARD Proposals must be unconditional and for the purchase of all of the 2025 Bonds. The aggregate purchase price, inclusive of original issue discount ("OID"), original issue premium ("OIP") and underwriter’s discount may not be less than 98% of the principal amount of the 2025 Bonds. -6- The 2025 Bonds shall bear interest expressed in multiples of one-eighth (1/8) or one- twentieth (1/20) of one (1) per centum. The use of split or supplemental interest coupons will not be considered and a zero rate or blank rate will not be permitted. All 2025 Bonds maturing on the same date shall bear the same rate of interest. The 2025 Bonds will be awarded to the bidder offering to purchase the 2025 Bonds at the lowest annual interest cost computed on a TIC basis. The annual TIC will be determined by doubling the semi-annual interest rate necessary to discount the semi-annual debt service payments on the 2025 Bonds back to the Net Bond Proceeds (defined as the par amount of the 2025 Bonds, plus any OIP, less any OID and underwriters' discount on the 2025 Bonds, calculated on a 360- day year to the Closing Date, as defined below). The TIC must be calculated to four (4) decimal places. If more than one bid offers the same lowest TIC, the successful bid will be selected by lot from among all such bids. NO BID SHALL BE ACCEPTED WITH A TIC GREATER THAN 6.00%. THE ISSUER RESERVES THE RIGHT TO REJECT ALL BIDS OR ANY BID NOT CONFORMING TO THIS OFFICIAL NOTICE OF SALE. THE ISSUER ALSO RESERVES THE RIGHT TO WAIVE, IF PERMITTED BY LAW, ANY IRREGULARITY OR INFORMALITY IN ANY PROPOSAL. THE ISSUER SHALL NOT REJECT ANY CONFORMING BID, UNLESS ALL CONFORMING BIDS ARE REJECTED. GOOD FAITH DEPOSIT If the Issuer selects a winning bid, then the successful bidder must submit a "Good Faith Deposit" (the "Deposit") to the Issuer in the form of a wire transfer in the amount of $____ not later than 5:00 p.m., Eastern 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 for the 2025 Bonds and no interest will be allowed or paid upon the amount thereof, but in the event the successful bidder shall fail to comply with the terms of the bid, the proceeds thereof will be retained as and for full liquidated damages. STANDARD 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-11 and G-36. The winning bidder will be required to pay the standard MSRB charge for the 2025 Bonds purchased. In addition, those who are members of SIFMA will be required to pay SIFMA’s standard charge per bond. The winning bidder will also be required to execute certain closing documents required by Florida 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 Issuer will assume no obligation for the assignment of CUSIP numbers to the 2025 Bonds or for the correctness of any such numbers printed thereon, but the Issuer will permit such -7- printing to be done at the expense of the purchaser, provided that such printing does not result in any delay of the date of delivery of the 2025 Bonds. The Issuer’s Financial Advisor will request the assignment of CUSIP numbers prior to the sale of the 2025 Bonds. DELIVERY OF THE 2025 BONDS The Issuer will pay the cost of preparing the 2025 Bonds. The successful bidder is responsible for DTC eligibility and related DTC costs. Delivery of and payment for the 2025 Bonds will be via DTC Fast on or about April 15, 2025 (the "Closing Date") in New York, New York, or such other time and place mutually acceptable to the successful bidder and the Issuer. Payment of the full purchase price, less the Deposit, shall be made to the Issuer not later than 12:00 P.M., Eastern time on the Closing Date, in Federal Reserve Funds of the United States of America, without cost to the Issuer. The legal opinion of Bryant Miller Olive P.A. ("Bond Counsel") will be furnished without charge to the successful bidder at the time of delivery of the 2025 Bonds. For a further discussion of the content of that opinion and the proposed form of the approving opinion, see the Preliminary Official Statement for the 2025 Bonds. The legal opinion of Nabors, Giblin & Nickerson, P.A., Disclosure Counsel, with respect to certain matters concerning the final Official Statement will be furnished without charge to the successful bidder at the time of delivery of the 2025 Bonds. There will also be furnished at the time of delivery of the 2025 Bonds, a certificate or certificates of the 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 of delivery of the 2025 Bonds, (a) to restrain or enjoin or seeking to restrain or enjoin the issuance and delivery of the 2025 Bonds or (b) affecting the validity of the 2025 Bonds, and that the Preliminary Official Statement has been deemed by the Issuer to be a "final official statement" for purposes of SEC Rule 15c2-12(b)(3) and (4). The successful bidder will be responsible for the clearance or exemption with respect to the status of the 2025 Bonds for sale under the securities or "Blue Sky" laws of the several states and the preparation of any surveys or memoranda in connection with such sale. ESTABLISHMENT OF ISSUE PRICE The winning bidder shall assist the Issuer in establishing the issue price of the 2025 Bonds and shall execute and deliver to the Issuer on or prior to the closing date for the 2025 Bonds an "issue price" or similar certificate setting forth the reasonably expected initial offering prices to the public or the actual sales price or prices of the 2025 Bonds, together with the supporting pricing wires or equivalent communications, substantially in the applicable form attached hereto as Exhibit A-2, with such modifications as may be appropriate or necessary, in the reasonable judgment of the winning bidder, the Issuer and Bond Counsel. -8- The Issuer intends that the provisions of Treasury Regulation
148-1(f)(3)(i) (defining "competitive sale" for purposes of establishing the issue price of the 2025 Bonds) will apply to the initial sale of the 2025 Bonds ("competitive sale requirements") because: (1) the Issuer has disseminated this Official Notice of Sale to potential underwriters in a manner that is reasonably designed to reach potential underwriters; (2) all bidders shall have an equal opportunity to bid; (3) the Issuer may receive bids from at least three underwriters of municipal bonds who have established industry reputations for underwriting new issuances of municipal bonds; and (4) the Issuer anticipates awarding the sale of the 2025 Bonds to the bidder who submits a firm offer to purchase the 2025 Bonds at the lowest true interest cost, as set forth in this Official Notice of Sale. Any bid submitted pursuant to this Official Notice of Sale shall be considered a firm offer for the purchase of the 2025 Bonds, as specified in the bid. BY SUBMITTING A BID FOR THE 2025 BONDS, A BIDDER REPRESENTS AND WARRANTS TO THE ISSUER THAT THE BIDDER HAS AN ESTABLISHED INDUSTRY REPUTATION FOR UNDERWRITING NEW ISSUANCES OF MUNICIPAL BONDS SUCH AS THE 2025 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 2025 BONDS. Once the bids are communicated electronically via the Parity System to the Issuer, each bid will constitute an irrevocable offer to purchase the 2025 Bonds on the terms herein and therein provided. In the event that the competitive sale requirements are not satisfied, the Issuer shall so advise the winning bidder. In such case, the Issuer shall treat the first price at which 10% of a maturity of the 2025 Bonds is sold to the public (the "10% test") as the issue price of that maturity, applied on a maturity-by-maturity basis. The winning bidder shall advise the Issuer if any maturity of the 2025 Bonds satisfies the 10% test as of the date and time of the award of the 2025 Bonds. The Issuer will not require bidders to comply with the "hold-the-offering-price rule" set forth in Treasury Regulation
148-1(f)(2)(ii) and therefore does not intend to use the initial offering price to the public as of the sale date of any maturity of the 2025 Bonds as the issue price of that maturity. Bids will not be subject to cancellation in the event that the competitive sale requirements are not satisfied. Bidders should prepare their bids on the assumption that all of the maturities of the 2025 Bonds will be subject to the 10% test in order to establish the issue price of the 2025 Bonds. If the competitive sale requirements are not satisfied, then until the 10% test has been satisfied as to each maturity of the 2025 Bonds, the winning bidder agrees to promptly report to the Issuer the prices at which the unsold 2025 Bonds of each maturity have been sold to the public. That reporting obligation shall continue, whether or not the closing date for the 2025 Bonds has -9- occurred, until the 10% test has been satisfied for each maturity or until all 2025 Bonds of that maturity have been sold. By submitting a bid and if the competitive sale requirements are not met, each bidder confirms that: (i) any agreement among underwriters, any selling group agreement and each retail distribution agreement (to which the bidder is a party) relating to the initial sale of the 2025 Bonds to the public, together with the related pricing wires, contains or will contain language obligating each underwriter, each dealer who is a member of the 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 the unsold 2025 Bonds of each maturity allotted to it until it is notified by the winning bidder that either the 10% test has been satisfied as to the 2025 Bonds of that maturity or all 2025 Bonds of that maturity have been sold to the public, if and for so long as directed by the winning bidder and as set forth in the related pricing wires, and (ii) any agreement among underwriters relating to the initial sale of the 2025 Bonds to the public, together with the related pricing wires, contains or will contain language obligating each underwriter that is a party to a retail distribution agreement to be employed in connection with the initial sale of the 2025 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 2025 Bonds of each maturity allotted to it until it is notified by the winning bidder or such underwriter that either the 10% test has been satisfied as to the 2025 Bonds of that maturity or all 2025 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 set forth in the related pricing wires. Sales of any 2025 Bonds to any person that is a related party to an underwriter shall not constitute sales to the public for purposes of this Official Notice of Sale. Further, for purposes of this Official Notice of 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 of the 2025 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 participate in the initial sale of the 2025 Bonds to the public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the 2025 Bonds to the public), (iii) a purchaser of any of the 2025 Bonds is a "related party" to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (i) at least 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a -10- corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other), and (iv) "sale date" means the date that the 2025 Bonds are awarded by the Issuer to the winning bidder. DISCLOSURE; AMENDMENTS TO NOTICE OF SALE; NOTIFICATION OBLIGATIONS OF PURCHASER; ANTI-TRAFFICKING AFFIDAVIT This Official Notice of Sale is not intended as a disclosure document and bidders are required to obtain and carefully review the Preliminary Official Statement before submitting a bid. This Official Notice of Sale may be amended from time to time after its initial publication by publication of amendments thereto not less than eighteen (18) hours prior to the bid date and time by Refinitiv TM3. Each bidder will be charged with the responsibility of obtaining any such amendments and complying with the terms thereof. Prior to delivery of the 2025 Bonds to the successful bidder, the successful bidder shall file with the Issuer a statement as described in
38(1)(c)2, Florida Statutes, containing the underwriting spread (including management fee, if any), and the amount of any fee, bonus or gratuity paid in connection with the 2025 Bonds to any person not regularly employed by the successful bidder. This statement shall be filed with the Issuer even if no such management fee or underwriting spread has been charged by the successful bidder or no such fee, bonus or gratuity has been paid by the successful bidder, and such filing shall be a condition precedent to the delivery of the 2025 Bonds by the Issuer to the successful bidder. The successful bidder, by submitting its bid, agrees to furnish to the Issuer and Bond Counsel a certificate verifying information as to the bona fide initial offering prices or yields of the 2025 Bonds to the public and sales of the 2025 Bonds appropriate for determination of the issue price of, and the yield on, the 2025 Bonds under the Internal Revenue Code of 1986, as amended, in the form attached hereto as Exhibit A-2, and such other documentation as and at the time requested by Bond Counsel. The successful bidder shall also verify its winning bid in writing to the Issuer by executing a printed copy of its winning bid as reported on Parity. The winning bidder is required to provide a Truth in Bonding Statement pursuant to
385, Florida Statutes, and to disclose the payment of any "finder’s fee" pursuant to
386, Florida Statutes, prior to the award of the 2025 Bonds, as set forth in Exhibit A-1 to this Official Notice of Sale. In accordance with
06(13), Florida Statutes, which law became effective on July 1, 2024, as a condition of closing, and as soon as possible after acceptance of the winning bid, the winning bidder is also required to provide an affidavit signed by an officer or a representative of the winning bidder under penalty of perjury attesting that the winning bidder does not use -11- coercion for labor or services, as defined in
06, as set forth in Exhibit A-3 to this Official Notice of Sale. OFFICIAL STATEMENT The Issuer shall furnish at its expense within seven (7) business days after the 2025 Bonds have been awarded to the successful bidder, or at least five (5) business days before the Closing Date, whichever is earlier, a reasonable number of copies of the 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 arrange for additional copies of the final Official Statement at its expense. CONTINUING DISCLOSURE In compliance with Securities and Exchange Commission Rule 15c2-12 under the Securities Exchange Act of 1934, as amended (17 CFR Part 240, 240.15c2-12) (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 forms of the Continuing Disclosure Agreements for the Borrower and the Issuer are contained in Appendices A and B of the Preliminary Official Statement. As noted elsewhere in the Preliminary Official Statement, the 2025 Bonds constitute the thirty-second series of bonds issued by the Issuer. The Issuer's prior bond issues funded loans to various borrowers (the "Prior Borrowers"), in a fashion similar to that described herein with respect to the 2025 Bonds. In connection with its prior bond issues, the Issuer and each of the Prior 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 information on or before certain specified dates after the end of each fiscal year of the Issuer and the respective Prior Borrowers. DISCLOSURE INFORMATION Copies of the Preliminary Official Statement "deemed final" (except for permitted omissions) by the Issuer in accordance with SEC Rule 15c2-12 must be obtained from the Financial Advisor, Public Resources Advisory Group, Inc., 2002 N. Lois Avenue, Tampa, Florida 33607, (813) 898-4187, 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://www.munios.com. -12- FLORIDA MUNICIPAL LOAN COUNCIL By:/s/ Paul Shamoun Director, Financial Services Florida League of Cities, Inc., as Administrator for the Florida Municipal Loan Council A-2-1 EXHIBIT A-1 TRUTH-IN-BONDING AND DISCLOSURE STATEMENT In compliance with
385, Florida Statutes, as amended, the undersigned bidder submits the following Truth-In-Bonding Statement with respect to the Florida Municipal Loan Council Revenue Bonds, Series 2025 (Village of Pinecrest Series) (the "Bonds") (NOTE: For information purposes only and not a part of the bid): The Florida Municipal Loan Council (the "Issuer") is proposing to issue $_____* of the Bonds for the purpose of making a loan (the “Loan”) to the Village of Pinecrest, Florida (the “Borrower” pursuant to the Loan Agreement, dated as of April 1, 2025 (the “Loan Agreement”), between the Issuer and the Borrower to provide funds to finance the acquisition, construction, and equipping of certain capital improvements within the Borrower. The Bonds are expected to be repaid over a period of approximately ___ years. At a true interest rate of ___ %, total interest paid over the life of the Bonds will be $____. The source of repayment or security for the Bonds are the payments to be made by the Borrower pursuant to the Loan Agreement and all amounts in certain funds and accounts created pursuant to the Trust Indenture, dated as of April 1, 2025, between the Issuer and Bank of New York Mellon, N.A. The Loan Agreement provides that the Borrower will appropriate 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 Repayments. Authorizing the Bonds will result in approximately $[ ](representing the average annual debt service 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 for approximately [ ] years. In compliance with
386, Florida Statutes, the undersigned, on behalf of itself and all other members of the underwriting group, if any, hereby certifies that neither it nor any member of the underwriting group have paid any "finder’s fees" as defined in
386, Florida Statutes, or any bonus, fee or gratuity in connection with the sale of the Bonds, except as provided below: Bidder’s Name: By: Title: Date: * Preliminary, subject to change. A-2-1 EXHIBIT A-2 CERTIFICATE WITH RESPECT TO "ISSUE PRICE" The undersigned, on behalf of __________ ("__________"), hereby represents and warrants that it has an established industry reputation for underwriting new issuances of municipal bonds and certifies as set forth below with respect to the sale of the above-captioned obligations (the "Bonds"). [Alternate 1 - Competitive Safe Harbor Met] [1. Reasonably Expected Initial Offering Price. (a) As of the Sale Date, the reasonably expected initial offering prices of the Bonds to the Public by __________ are the prices listed in Schedule A (the "Expected Offering Prices"). The Expected Offering Prices are the prices for the Maturities of the Bonds used by __________ in formulating its bid to purchase the Bonds. Attached as Schedule B are true and correct copies of the bid provided by __________ to purchase the Bonds and the pricing wire or equivalent communication for the Bonds. (b) __________ 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.] [Alternate 2 - Competitive Sale Requirements Not Met – General Rule to Apply] [1. Sale of the Bonds. As of the date of this certificate, for each Maturity of the Bonds, the first price at which at least 10% 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 10% 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 the Bonds, and the pricing wire or equivalent communication for the Bonds. __________ has and will comply with the requirements set forth under the heading "Establishment of Issue Price Certificate" in the Official Notice of Sale for the Bonds, including reporting on the sale prices of the Unsold Bonds after the date hereof as provided therein.] 2. Defined Terms. (a) Issuer means the Florida Municipal Loan Council. (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 Underwriter. The term "related party" for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. A-2-2 (d) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is April __, 2025. (e) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the 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 the initial sale of the Bonds to the Public). The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents __________'s interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Certificate as to Arbitrage and Certain Other Tax Matters relating to the Bonds and with respect to compliance with the federal income tax rules affecting the Bonds, and by Bryant Miller Olive P.A. in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds. By: [Name] Dated: __________, 2025 Sch-1 SCHEDULE 1 EXPECTED OFFERING PRICES OR PRICES OF SOLD AND UNSOLD BONDS Sch-2 SCHEDULE 2 COPY OF UNDERWRITER'S BID AND PRICING WIRE A-3-1 EXHIBIT A-3 ANTI-HUMAN TRAFFICKING AFFIDAVIT
06(13), FLORIDA STATUTES I, the undersigned, am an officer or representative of [UNDERWRITER] and attest that said entity does not use coercion for labor or services as defined in
06, Florida Statutes. Under penalty of perjury, I hereby declare and affirm that the above-stated facts are true and correct. [UNDERWRITER] By: Name/Title: STATE OF ___________________ COUNTY OF _________________ SWORN TO AND SUBSCRIBED befor
Official documents
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