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HomeMy WebLinkAboutcocc_resolution_no_2021-21_20211019RESOLUTION NO. 2021-21 A RESOLUTION OF THE CITY OF CAPE CANAVERAL, FLORIDA, SUPPLEMENTING CITY ORDINANCE NO. 39-2021 ENACTED ON OCTOBER 19, 2021 BY ACCEPTING THE PROPOSAL OF SYNOVUS BANK TO PURCHASE THE CITY'S NOT TO EXCEED $1,200,000 CAPITAL IMPROVEMENT REVENUE NOTE, SERIES 2021; AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT WITH SAID BANK TO SECURE THE REPAYMENT OF SAID NOTE; AUTHORIZING THE PROPER OFFICIALS OF THE CITY TO TAKE ANY OTHER ACTION DEEMED NECESSARY OR ADVISABLE IN CONNECTION WITH THE FINALIZATION AND EXECUTION OF THE LOAN AGREEMENT, THE NOTE, AND THE SECURITY THEREFOR; AUTHORIZING THE EXECUTION AND DELIVERY OF DOCUMENTS IN CONNECTION WITH SAID LOAN; DESIGNATING THE NOTE AS "BANK QUALIFIED"; PROVIDING FOR REPEAL OR SUPERSESSION OF PRIOR INCONSISTENT CITY RESOLUTIONS OR ACTIONS; PROVIDING FOR SEVERABILITYAND OTHER MATTERS IN REGARD THERETO; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CAPE CANAVERAL, FLORIDA, AS FOLLOWS: AUTHORITY FOR THIS. RESOLUTION. This Resolution is adopted pursuant to the provisions of Chapter 166, Part II, Florida Statutes, the Florida Constitution and otherapplicable provisions of law and City Ordinance No.39-2021 enacted on October 19, 2021 (the "Ordinance"). FINDINGS. It is hereby ascertained, determined and declared: The City of Cape Canaveral, Florida (the "City") deems it necessary, desirable and in the best interests of the City and its residents and that it serves a paramount public purpose that the City issue its Capital Improvement Revenue Note, Series 2021 (the "2021 Note") to acquire the Promenade and related Capital Improvements as defined in the Ordinance, all as more particularly described in the Ordinance and the Loan Agreement (as defined herein). Pursuant to Section 2(b), Article VIII of the State Constitution, and Section 166.021, Florida Statutes, municipalities have the governmental, corporate and proprietary powers to enable them to conduct municipal government, perform municipal functions, and render municipal services, and may exercise any power for municipal purposes, except when expressly prohibited by law. The issuance by the City of the 2021 Note to acquire and complete the Project and the execution and delivery of the Loan Agreement to secure the 2021 Note is not prohibited by law. Based on the present volatility of the market for municipal debt in consultation with the City's financial advisor, Larson Consulting Services, LLC, and following a review of the City of Cape Canaveral Resolution No. 2021-21 Page 1 of 4 bank responses from the City's RFP for the 2021 Note by the City's financial advisor and the City Manager and other members of City staff, and the City Council's decision on September 21, to proceed with the selection of the Bank (as defined below), it has been determined it is in the best interest of the City to issue the 2021 Note pursuant to the Ordinance and the Loan Agreement by negotiated sale, allowing the City to issue the 2021 Note at the most advantageous time allowing the City to obtain the best interest rate and other terms for the 2021 Note, and accordingly, the City Council of the City hereby finds and determines that it is in the best financial interest of the Citythat a negotiated sale of the 2021 Note to Synovus Bank (the "Bank") be authorized. AUTHORIZATION OF ISSUANCE OF 2021 NOTE. The City hereby authorizes issuance of the 2021 Note to acquire the Promenade and related Capital Improvements and to pay costs of issuing the 2021 Note as more particularly described in the Loan Agreement. ACCEPTANCE OF TERMS AND CONDITIONS WITH BANK. Based on a recommendation from the City's financial advisor and in consultation with the City staff, the City hereby accepts the letter of the Bank dated October 11, 2021 attached hereto to provide the City with the loan evidenced by the 2021 Note. APPROVAL OF FORM OF AND AUTHORIZATION OF LOAN AGREEMENT AND 2021 NOTE AND EXECUTION OF LOAN AGREEMENT AND 2021 NOTE. The repayment of the loan as evidenced by the 2021 Note shall be pursuant to the terms and provisions of the Ordinance, the Loan Agreement and the 2021 Note. The City hereby approves the Loan Agreement by and between the City and the Bank in substantially the form attached hereto as EXHIBIT "A" (the "Loan Agreement") and the 2021 Note and authorizes the Mayor or the Mayor Pro Tem of the City (collectively, the "Mayor") and the City Clerk or any deputy or assistant City Clerk of the City (collectively, the "City Clerk") to execute and deliver on behalf of the City the Loan Agreement and the 2021 Note in substantially the form attached to the Loan Agreement, with such changes, insertions and additions as they may approve, their execution thereof being conclusive evidence of such approval. PAYMENT OF DEBT SERVICE ON 2021 NOTE. Pursuant to the Loan Agreement, the 2021 Note will be secured by the Pledged Revenues (as defined in the Ordinance and the Loan Agreement). AUTHORIZATION OF OTHER DOCUMENTS TO EFFECT TRANSACTION. To the extent that other documents including but not limited to notices, certificates, opinions, or other items are needed to effect any of the transactions referenced in this Resolution, the Ordinance, the Loan Agreement, the 2021 Note, and the security therefor, the Mayor, the City Clerk, the City Manager, the Administrative Services Director, the Finance Director, the City Attorney, Financial Advisor and Bond Counsel are hereby authorized to execute and deliver such documents, certificates, opinions, or other items and to take such other actions as are necessary for the full, punctual, and complete performance of the covenants, agreements, provisions, and other terms as are contained herein and in the documents included herein by reference. City of Cape Canaveral Resolution No. 2021-21 Page 2 of 4 PAYING AGENT AND REGISTRAR. The City hereby accepts the duties to serve as registrar and paying agent for the 2021 Note. LIMITED OBLIGATION. The obligation of the City to repay amounts under the Loan Agreement and the 2021 Note are limited and special obligations, payable solely from the sources and in the manner set forth in the Loan Agreement and shall not be deemed a pledge of the faith and credit or taxing power of the City. DESIGNATION OF 2021 NOTE AS BANK QUALIFIED. The City designates the 2021 Note as a "qualified tax-exempt obligation" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code"). The City does not reasonably anticipate that the City, any subordinate entities of the City, and issuers of debt that issue "on behalf of the City, will during the calendar year 2021 issue more than $10,000,000 of "tax-exempt" obligations, exclusive of those obligations described in Section 265(b)(3)(C)(ii) of the Code. REPEAL OF PRIOR INCONSISTENT RESOLUTIONS AND ACTIONS. All prior resolutions or actions of the City in conflict herewith are hereby superseded and repealed to the extent of such conflict. EFFECT OF PARTIAL INVALIDITY. If any one or more provisions of this Resolution, the Loan Agreement, or the 2021 Note shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this Resolution, the 2021 Note or the Loan Agreement, but this Resolution, the Loan Agreement, and the 2021 Note shall be construed and enforced as if such illegal or invalid provision had not been contained therein. The 2021 Note shall be issued and Loan Agreement shall be executed and this Resolution is adopted with the intent that the laws of the State of Florida shall govern their construction. EFFECTIVE DATE. This Resolution shall take effect immediately upon its adoption. [Remainder of Page Intentionally Left Blank] City of Cape Canaveral Resolution No. 2021-21 Page 3 of 4 ADOPTED by the City Council of the City of Cape Canaveral, Florida, this 19th day of October, 2021. CITY OF CAPE CANAVERAL, FLORIDA Bob Hoog, Mayor Mia Goforth, City Clerk ATTEST: For Against Mike Brown Second Bob Hoog x Mickie Kellum x Wes Morrison x Angela Raymond Motion Approved as to legal form and sufficiency for the City of Cape Canaveral only By Anthony A. Garganese, City Attorney City of Cape Canaveral Resolution No. 2021-21 Page 4 of 4 SEAL City of Canaveral, Florida RESOLUTION NO. 2021-21 EXHIBIT "A" LOAN AGREEMENT Dated October 21, 2021 By and Between CITY OF CAPE CANAVERAL, FLORIDA and SYNOVUS BANK TABLE OF CONTENTS (The Table of Contents for this Loan Agreement is for convenience of reference only and is not intended to define, limit or describe the scope or intent of any provisions of this Loan Agreement.) Page ARTICLE I DEFINITION OF TERMS 1 Section 1.01. Definitions 1 Section 1.02. Interpretation 4 Section 1.03. Titles and Headings 4 ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE PARTIES 4 Section 2.01. Representations and Warranties of City 4 Section 2.02. Covenants of the City 5 Section 2.03. Representations and Warranties of Bank 5 ARTICLE III THE 2021 NOTE 5 Section 3.01. Purpose and Use 5 Section 3.02. The 2021 Note 5 Section 3.03. Adjustments to 2021 Note Rate 6 Section 3.04. Conditions Precedent to Issuance of 2021 Note 7 Section 3.05. Registration of Transfer; Assignment of Rights of Bank 8 Section 3.06. Ownership of the 2021 Note 9 Section 3.07. Use of Proceeds of 2021 Note Permitted Under Applicable Law 9 Section 3.08. Authentication 9 ARTICLE IV COVENANTS OF THE CITY 9 Section 4.01. Performance of Covenants 9 Section 4.02. Payment of 2021 Note 10 Section 4.03. Tax Covenant 10 Section 4.04. Compliance with Laws and Regulations 10 Section 4.05. Additional Debt 10 Section 4.06. Debt Service Fund 10 Section 4.07. Covenant Regarding Pledged Revenues 11 ARTICLE V EVENTS OF DEFAULT AND REMEDIES 11 Section 5.01. Events Of Default 11 Section 5.02. Remedies 11 Section 5.03. Remedies Cumulative 12 Section 5.04. Waivers, Etc. 12 ARTICLE VI MISCELLANEOUS PROVISIONS 12 Section 6.01. Covenants of City, Etc.; Successors 12 Section 6.02. Term of Agreement 12 Section 6.03. Amendments and Supplements 12 Section 6.04. Notices 12 i Section 6.05. Benefits Exclusive 13 Section 6.06. Severability 13 Section 6.07. Payments Due on Saturdays, Sundays and Holidays 13 Section 6.08. Counterparts 14 Section 6.09. Applicable Law 14 Section 6.10. No Personal Liability 14 Section 6.11. Incorporation by Reference 14 Section 6.12. Waiver of Jury Trial 14 Exhibit A Form of Note Including Purchaser's Certificate A-1 ii LOAN AGREEMENT THIS LOAN AGREEMENT (the "Agreement"), made and entered into this 21st day of October, 2021 by and between the CITY OF CAPE CANAVERAL, FLORIDA (the "City"), a municipal corporation of the State of Florida, and SYNOVUS BANK, a Georgia banking corporation authorized to do business in Florida, and its successors and assigns (the "Bank"). WITNESSETH: WHEREAS, capitalized terms used in these recitals and not otherwise defined shall have the meanings specified in Article I of this Agreement; WHEREAS, the City, pursuant to the provisions of the Florida Constitution, Chapter 166, Florida Statutes, Ordinance No. 39-2021 of the City (the "Ordinance") and other applicable provisions of law (all of the foregoing, collectively, the "Act"), and Resolution No. 2021-21, adopted by the City on October 19, 2021 (the "Resolution"), is authorized to borrow money, and more particularly issue the 2021 Note described below for the City's public purposes; and WHEREAS, regarding an intended borrowing by the City for the purpose of (i) financing the purchase of the Promenade Building located at 7404 North Atlantic Avenue, (ii) financing related Capital Improvements as defined in the Ordinance and (iii) paying the costs of issuance of the 2021 Note (the "Project"), the Bank has agreed to purchase the 2021 Note on the terms set forth herein. NOW, THEREFORE, the parties hereto agree as follows: ARTICLE I DEFINITION OF TERMS Section 1.01. Definitions. Capitalized terms used in this Agreement shall have the respective meanings as follows unless the context clearly requires otherwise: "Act" shall have the meaning assigned to that term in the recitals hereof. "Agreement" shall mean this Loan Agreement and all modifications, alterations, amendments and supplements hereto made in accordance with the provisions hereof. ["Authorized Denominations" shall mean $1,000 and integral multiples thereof.] "Bank" shall mean Synovus Bank, a Georgia banking corporation, and its successors and assigns. "Bond Counsel" shall mean, Bryant Miller Olive, PA, or any other attorney at law or firm of attorneys of nationally recognized standing in matters pertaining to the exclusion of interest on obligations issued by states and political subdivisions from federal income taxation hired by the City to render an opinion on such matters with regard to the 2021 Note. 1 "Business Day" shall mean any day other than a Saturday, a Sunday, or a day on which the office of the Holder at which payments on the 2021 Note are due or the offices of the City are lawfully closed. "City" shall mean the City of Cape Canaveral, Florida, a municipal corporation of the State of Florida. "City Clerk" shall mean the City Clerk of the City or any deputy or assistant city clerk of the City and such other person as may be duly authorized to act on his or her behalf. "City Manager" shall mean the City Manager of the City and such other person as may be duly authorized to act on his or her behalf. "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, and the applicable rules and regulations promulgated thereunder. "Communications Services Taxes" shall mean the taxes on local communications services levied on the City pursuant to section 202.19(1), Florida Statutes. "Communications Services Tax Revenues" shall mean all revenues received by the Issuer from the levy of Communications Services Taxes. "Debt Service" shall mean principal and interest, and other debt -related costs, due in connection with the 2021 Note, as applicable. "Debt Service Fund" shall mean the City of Cape Canaveral Capital Improvement Debt Service Fund established herein. "Default Rate" shall mean the lesser of five (5) percentage points in excess of the Bank's Prime Rate of interest or the maximum legal interest rate. "Determination of Taxability" shall mean, with respect to the 2021 Note, any determination, decision or decree by the Commissioner or any District Director of the Internal Revenue Service, as such officers are identified by the Code, or any court of competent jurisdiction, that the interest payable under the 2021 Note is includable in federal gross income (as defined in Section 61 of the Code) of the Holder. "Event of Default" shall mean an Event of Default as defined in Section 5.01 of this Agreement. "Finance Director" shall mean the City's Administrative/Financial Services Director or such other person as may be duly authorized to act on his or her behalf. "Financial Advisor" shall mean Larson Consulting Services, LLC, Orlando, Florida or any other Securities and Exchange Commission and Municipal Securities Rulemaking Board licensed municipal advisor designated by the City. 2 "Fiscal Year" shall mean the 12-month period commencing October 1 of each year and ending on the succeeding September 30, or such other 12-month period as the City may designate as its "fiscal year" as permitted by law. "Franchise Fees" shall mean collectively the franchise fees received by the City pursuant to that agreement known as "Cape Canaveral Natural Gas Franchise," and the franchise fees received by the City from Florida Power and Light Company pursuant to a City ordinance adopted on August 16, 2011. "Guaranteed Entitlement" shall mean the guaranteed entitlement portion of the state revenue sharing funds available to the City pursuant to Part II of Chapter 218, Florida Statues. "Half -Cent Sales Tax" shall mean any and all proceeds of the local government half -cent sales tax distributed to the City from the Local Government Half -Cent Sales Tax Clearing Trust Fund, as defined and described in Part VI, Chapter 218, Florida Statues, as amended. "Holder" and "Noteholder" shall mean the Bank as the initial holder of the 2021 Note and any subsequent registered holder of the 2021 Note. "Loan" shall refer to an amount equal to the outstanding principal of the 2021 Note, together with unpaid interest and penalties, if any, which have accrued. "Maturity Date" shall mean the date on which all principal and all unpaid interest accrued on the 2021 Note shall be due and payable in full, which date shall be, if not sooner due to prepayment, February 1, 2031. "Prime Rate" means the base, reference or other rate designated by the Holder as its "prime rate," or if the Holder does not designate a prime rate, or if the Holder is no longer an Owner, the rate published from time to time by the Wall Street Journal as the U.S. Prime Rate. The Prime Rate is not necessarily the lowest or best rate of interest offered by the Holder any borrower or class of borrowers. "Parity Debt" shall mean the City's outstanding Capital Improvement Revenue Note, Series 2014 and its Series 2017 Capital Improvement Note. "Payment Date" shall mean each February 1 and August 1, commencing February 1, 2022 until the 2021 Note has been paid in full. "Pledged Revenues" shall mean collectively the Communications Services Tax Revenues, the Public Services Tax Revenues, the Guaranteed Entitlement, the Half -Cent Sales Tax, the Franchise Fees and amounts on deposit in the Debt Service Fund. "Public Services Tax" shall mean such tax as levied and collected by the City pursuant to the authority of Section 166.231, Florida Statutes. "Public Services Tax Revenues" shall mean all revenues received by the Issuer from the levy of the Public Services Tax. 3 "Resolution" shall mean Resolution No. 2021-21, adopted at a meeting of the City Council of the City on October 19, 2021, which, among other things, authorized the execution and delivery of this Agreement and the issuance of the 2021 Note. "2021 Note" shall mean the City of Cape Canaveral, Florida Capital Improvement Revenue Note, Series 2021. "2021 Note Rate" shall mean the rate of interest to be borne by the 2021 Note, which shall be a fixed rate equal to 1.61% per annum, calculated on the basis of a 360-day year of 12, 30-day months, subject to adjustment as provided herein and in the 2021 Note. Section 1.02. Interpretation. Unless the context clearly requires otherwise, words of masculine gender shall be construed to include correlative words of the feminine and neuter genders and vice versa, and words of the singular number shall be construed to include correlative words of the plural number and vice versa. This Agreement and all the terms and provisions hereof shall be construed to effectuate the purpose set forth herein and to sustain the validity hereof. Section 1.03. Titles and Headings. The titles and headings of the Articles and Sections of this Agreement, which have been inserted for convenience of reference only and are not to be considered a part hereof, shall not in any way modify or restrict any of the terms and provisions hereof, and shall not be considered or given any effect in construing this Agreement or any provision hereof or in ascertaining intent, if any question of intent should arise. ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE PARTIES Section 2.01. Representations and Warranties of City. The City represents and warrants to the Bank as follows: (a) Existence. The City is a municipal corporation of the State of Florida, duly created and validly existing under the laws of the State of Florida, with full power to enter into this Agreement, to perform its obligations hereunder and to issue and deliver the 2021 Note to the Bank. The making, execution and performance of this Agreement on the part of the City and the issuance and delivery of the 2021 Note has been duly authorized by all necessary action on the part of the City and will not violate or conflict with the Act, the City Charter, or any agreement, indenture or other instrument by which the City or any of its material properties is bound. (b) Validity, Etc. This Agreement, the 2021 Note, the Ordinance and the Resolution are valid and binding obligations of the City enforceable against the City in accordance with their respective terms, except to the extent that enforceability may be subject to valid bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or from time to time affecting the enforcement of creditors' rights and except to the extent that the availability of certain remedies may be precluded by general principles of equity. 4 (c) No Financial Material Adverse Change. No material adverse change in the financial condition of the City or the Pledged Revenues has occurred since the audited financial statements of the City for its year ended September 30, 2020. (d) Powers of City. The City has the legal power and authority to pledge the Pledged Revenues to the repayment of the 2021 Note as described herein and in the Ordinance and none of the Pledged Revenues are pledged to any other obligations of the City other than the Parity Debt to which all of the Pledged Revenues are pledged. (e) Authorizations, etc. No authorization, consent, waiver, approval, license, exemption of or registration or filing with any court or governmental depaiintent, council, board, bureau, agency or instrumentality, domestic or foreign, has been or will be necessary for the valid execution, delivery and performance by the City of this Agreement, the 2021 Note and the related documents, except such as have been obtained, given or accomplished. (f) Advice. The City has sought and obtained financial, legal, tax, accounting and other advice (including as it relates to structure, timing, terms and similar matters) with respect to the proposed issuance of the 2021 Note from its financial, legal and other advisors (and not the Bank or any of its affiliates) to the extent that the City desired to obtain such advice. The City acknowledges that neither the Bank nor any of its affiliates shall act as a fiduciary for the City or in the capacity of broker, dealer, municipal securities underwriter or municipal advisor with respect to the proposed issuance of the 2021 Note and neither the Bank nor any of its affiliates has provided, and will not provide, financial, legal, tax, accounting or other advice to or on behalf of the City with respect to the proposed issuance of the 2021 Note. Section 2.02. Covenants of the City. The City covenants as follows: (a) Beginning with the Fiscal Year ending September 30, 2021, the City shall provide to the Holder its audited year-end financial statements no later than 270 days after the end of each Fiscal Year prepared in accordance with generally accepted accounting principles and in accordance with Chapter 10.550 of the Rules of the Auditor General or the provisions of any successor state or rule governing Florida local governmental entity audits. (b) The City will prepare its annual budget in accordance with the Act, and will provide to the Bank a copy of its final annual budget for each Fiscal Year within 45 days of the commencement thereof. The City will provide the Bank such other financial or public information as the Holder may reasonably request. (c) The City agrees that any and all records of the City related to the 2021 Note shall be open to inspection by the Bank, or its representatives at all reasonable times at the office of the City,and upon reasonable notice. (d) The City shall promptly inform the Bank in writing of any actual or potential contingent liabilities or pending or threatened litigation of an amount limited to $5,000,000 or greater that could reasonably be expected to have a material adverse effect upon the financial condition of the City or upon the ability of the City to perform its obligations under the 2021 Note. 5 (e) The City shall maintain such liability, casualty, and other insurance as is reasonable and prudent for a similarly situated City and shall upon request of the Bank, provide evidence of such coverage. (f) The City is in compliance and shall comply with all applicable federal, state, and local laws and regulatory requirements. (g) The books and records of the City shall be kept in accordance with generally accepted accounting principles. (h) The City shall within ten (10) days after it acquires knowledge thereof, notify the Bank in writing upon the happening, occurrence, or existence of any Event of Default, and any event or condition which with the passing of time or giving of notice, or both, would constitute an Event of Default, and shall provide the Bank with such written notice, a detailed statement by a responsible officer of the City of all relevant facts and the action being taken by the City with respect thereto. Section 2.03. Representations and Warranties of Bank. The Bank represents and warrants to the City as follows: (a) Existence. The Bank is a Georgia state banking corporation, authorized to do business in the State of Florida, with full power to enter into this Agreement, to perform its obligations hereunder and to make the Loan. The performance of this Agreement on the part of the Bank and the making of the Loan have been duly authorized by all necessary action on the part of the Bank and will not violate or conflict with applicable law or any material agreement, indenture or other instrument by which the Bank or any of its material properties is bound. (b) Validity. This Agreement is a valid and binding obligation of the Bank enforceable against the Bank in accordance with its terms, except to the extent that enforceability may be subject to valid bankruptcy, insolvency, financial emergency, reorganization, moratorium or similar laws relating to or from time to time affecting the enforcement of creditors' rights (and specifically creditors' rights as the same relate to banks) and except to the extent that the availability of certain remedies may be precluded by general principles of equity. (c) Knowledge and Experience. The Bank (i) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of making the Loan and purchasing in the 2021 Note, (ii) has received and reviewed such financial information concerning the Pledged Revenues as it has needed in order to fairly evaluate the merits and risks of making the Loan and purchasing in the 2021 Note; and (iii) is purchasing the 2021 Note as an investment for its own account and not with a current view toward resale to the public. ARTICLE III THE 2021 NOTE Section 3.01. Purpose and Use. On the date of this Agreement, the Bank shall fund to the City the Loan in the principal amount of One Million Two Hundred Thousand Dollars 6 ($1,200,000). The Loan will be evidenced by the 2021 Note. The proceeds of the 2021 Note shall be used solely to construct the Project and to pay costs of issuing the 2021 Note. Section 3.02. The 2021 Note. The 2021 Note shall be substantially in the form set forth as Exhibit A to this Agreement. The general terms of the 2021 Note shall be as follows: (a) Amount of 2021 Note. The aggregate principal amount of the 2021 Note shall be One Million Two Hundred Thousand Dollars ($1,200,000). (b) Interest. The 2021 Note shall bear interest at the 2021 Note Rate payable on each Payment Date. The 2021 Note Rate shall be subject to adjustment as provided in Sections 3.03 and 5.02 hereof. The Holder shall promptly notify the City in writing of any adjustments in a 2021 Note Rate. Notwithstanding any provision hereof the contrary, in no event shall the interest rate on the 2021 Note exceed the maximum rate permitted by law. Interest on the 2021 Note shall be computed on the basis of 12, 30-day months and a 360-day year. (c) Prepayments and Principal Payments. The City may prepay the 2021 Note in whole or in part, at any time, provided that such prepayment shall be with a 102% prepayment penalty if prepaid prior to October 21, 2024 and without prepayment premium or penalty thereafter. Principal on the 2021 Note is payable on each February 1 commencing February 1, 2022 as set forth in the 2021 Note. Section 3.03. Adjustments to 2021 Note Rate. The 2021 Note Rate shall be subject to adjustment by the Bank as hereinafter described and as provided in the 2021 Note. In the event of a Determination of Taxability, due to actions or inactions of the City, the 2021 Note Rate shall be adjusted to a taxable rate (the "Taxable Rate") effective retroactively to the date on which interest on the 2021 Note is determined to be included in gross income for federal income tax purposes. The taxable rate will be calculated by dividing the tax-exempt rate by 1 minus the maximum federal tax rate in effect at the time the 2021 Note becomes taxable. The City agrees to pay penalties and interest paid or payable by the Noteholder to the Internal Revenue Service by reason of such Determination of Taxability. If the 2021 Note ceases to be a "qualified tax-exempt obligation" under Section 265(b)(3) of the Code then the 2021 Note Rate shall be adjusted to cause the yield on the 2021 Note to equal what the yield on the 2021 Note would have been in the absence of such change or amendment in the tax laws or regulations or other cause. The Holder shall promptly notify the City in writing of any adjustments pursuant hereto. Such adjustments shall become effective as of the effective date of the event causing such adjustment. Adjustments pursuant hereto may be retroactive. The Holder shall certify to the City in writing the additional amount, if any, due to the Holder as a result of an adjustment pursuant hereto. Notwithstanding any provision here to the contrary, in no event shall the interest rate on the 2021 Note exceed the maximum rate permitted by law. 7 Section 3.04. Conditions Precedent to Issuance of 2021 Note. Prior to or simultaneously with the delivery of the 2021 Note, there shall be delivered to the Bank the following, each in form and substance reasonably acceptable to the Bank: (a) an opinion of legal counsel to the City substantially to the effect that (i) the Resolution and Ordinance have been duly adopted and enacted, respectively, and this Agreement and the 2021 Note have been duly authorized, executed and delivered by the City and each constitutes a valid, binding and enforceable agreement of the City in accordance with their respective terms, except to the extent that the enforceability of the rights and remedies set forth therein may be limited by bankruptcy, insolvency, or other laws affecting creditors' rights generally or by usual equity principles; (ii) the City's execution, delivery and performance of this Agreement and execution and issuance of the 2021 Note are not subject to any authorization, consent, waiver, approval or review of any governmental body, public officer or regulatory authority not heretofore obtained or effected; (iii) the execution, issuance and delivery of the 2021 Note has been duly and validly authorized by the City, and the 2021 Note constitutes a valid and binding special obligation of the City enforceable in accordance with its terms; (iv) the City (A) is a municipal corporation duly organized and validly existing under the laws of the State of Florida, and (B) has power and authority to adopt the Resolution and enact the Ordinance, to execute and deliver this Agreement, to execute and deliver the 2021 Note, and to consummate the transactions contemplated by such instruments; (v) the execution, delivery and performance of the 2021 Note and this Agreement, and compliance with the terms thereof and hereof, under the circumstances contemplated hereby, do not and will not in any material respect conflict with, or constitute on the part of the City a breach or default under, any indenture, mortgage, deed of trust, agreement or other instrument to which the City or to which its properties are subject or conflict with, violate or result in a breach of any existing law, administrative rule or regulation, judgment, court order or consent decree to which the City or its properties are subject; (vi) there is no claim, action, suit, proceeding, inquiry, investigation, litigation or other proceeding, at law or in equity, pending or to the best of such counsel's knowledge, threatened, in any court or other tribunal, state or federal (A) restraining or enjoining, or seeking to restrain or enjoin, the issuance, sale, execution or delivery of the 2021 Note, (B) in any way questioning or affecting the validity or enforceability of any provision of this Agreement, the 2021 Note, the Resolution or the Ordinance, (C) in any way questioning or affecting the validity of any of the proceedings or authority for the authorization, sale, execution or delivery of the 2021 Note, or of any provision made or authorized for the payment thereof, or (D) questioning or affecting the organization or existence of the City or the right of any of its officers to their respective offices; (vii) the City has the legal authority to construct the Project, to grant a lien on the Pledged Revenues as described herein and in the Ordinance; and (viii) all conditions contained in the ordinances and resolutions of the City precedent to the issuance of the 2021 Note have been complied with; (b) an opinion of Bond Counsel (who may rely on opinion of legal counsel to the City), substantially to such effect that such counsel is of the opinion that: (i) this Agreement constitutes a valid and binding obligation of the City enforceable upon the City in accordance with its terms; (ii) the 2021 Note is a valid and binding special obligation of the City enforceable in accordance with its terms, payable solely from the sources provided therefor in this Agreement and the Ordinance; (iii) assuming compliance by the City with certain covenants relating to requirements contained in the Code interest on the 2021 Note is excluded from gross income for purposes of federal income taxation; (iv) the 2021 Note is a "qualified tax-exempt obligation" 8 within the meaning of Section 265(b)(3) of the Code; and (v) the 2021 Note is exempt from registration under the Securities Act of 1993, as amended, and the Resolution, the Ordinance and this Agreement are exempt from qualification under the Trust Indenture Act of 1939, as amended; (c) a copy of a completed and executed Form 8038-G to be filed with the Internal Revenue Service by the City; (d) the original executed 2021 Note and Agreement; (e) copies of the Ordinance and Resolution; and (f) such other documents as the Bank reasonably may request (including, without limitation, Florida Division of Bond Finance forms). When the documents and items mentioned in clauses (a) through (f), inclusive, of this Section shall have been delivered to the Bank, and when the 2021 Note shall have been executed as required by this Agreement, the City shall deliver the 2021 Note to or upon the order of the Bank upon receipt of the purchase price therefor. Section 3.05. Registration of Transfer; Assignment of Rights of Bank. The City as the registrar shall keep at the office of the City Clerk in the City's records the registration of the 2021 Note and the registration of transfers of the 2021 Note as provided in this Agreement. The transfer of the 2021 Note may be registered only upon the books kept for the registration of the 2021 Note and registration of transfer thereof upon surrender thereof to the City as registrar together with an assignment duly executed by the Holder or its attorney or legal representative in the form of the assignment set forth on the form of the 2021 Note attached as Exhibit A to this Agreement; provided, however, that such 2021 Note may be transferred only in whole and not in part. In the case of any such registration of transfer, the City shall execute and deliver in exchange for the 2021 Note a new 2021 Note registered in the name of the transferee. In all cases in which a 2021 Note shall be transferred hereunder, the City shall execute and deliver at the earliest practicable time a new 2021 Note in accordance with the provisions of this Agreement. The City may make a charge for every such registration of transfer of a 2021 Note sufficient to reimburse it for any tax or other governmental charges required to be paid with respect to such registration of transfer, but no other charge shall be made for registering the transfer hereinabove granted. The 2021 Note shall be issued in fully registered form and shall be payable in any lawful coin or currency of the United States. The registration of transfer of a 2021 Note on the registration books of the City shall be deemed to effect a transfer of the rights and obligations of the Bank under this Agreement to the transferee. Thereafter, such transferee shall be deemed to be the Bank under this Agreement and shall be bound by all provisions of this Agreement that are binding upon the Bank. The City and the transferor shall execute and record such instruments and take such other actions as the City and such transferee may reasonably request in order to confirm that such transferee has succeeded to the capacity of Bank under this Agreement and the 2021 Note. No transfer shall be permitted absent the City's receipt of a certificate in form and substance similar to the one included as part of Exhibit A hereto from such proposed transferee. Every prior 9 Holder of a 2021 Note shall be deemed to have waived and renounced all of such owner's equities or rights therein in favor of every bona fide purchaser, and every such bona fide purchaser shall acquire absolute title thereto and to all rights represented thereby. In the event any 2021 Note is mutilated, lost, stolen, or destroyed, the City shall execute a new 2021 Note of like date and denomination as that mutilated, lost, stolen or destroyed, provided that, in the case of any mutilated 2021 Note, such mutilated 2021 Note shall first be surrendered to the City, and in the case of any lost, stolen, or destroyed 2021 Note, there first shall be furnished to the City evidence of such loss, theft or destruction together with an indemnity satisfactory to it. Section 3.06. Ownership of the 2021 Note. The person in whose name the 2021 Note is registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the 2021 Note shall be made only to the Holder thereof or such owner's legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon the 2021 Note, and interest thereon, to the extent of the sum or sums so paid. Section 3.07. Use of Proceeds of 2021 Note Permitted Under Applicable Law. The City represents, warrants and covenants that the proceeds of the 2021 Note will be used as provided in Section 3.01 hereof, and that such use is permitted by applicable law. Section 3.08. Authentication. Until the 2021 Note shall have endorsed thereon a certificate of authentication substantially in the form set forth in Exhibit A, duly executed by the manual signature of the City Clerk as registrar, it shall not be entitled to any benefit or security under this Agreement. The 2021 Note shall not be valid or obligatory for any purpose unless and until such certificate of authentication shall have been duly executed by the registrar, and such certificate of the registrar upon the 2021 Note shall be conclusive evidence that such the Note has been duly authenticated and delivered under this Loan Agreement. ARTICLE IV COVENANTS OF THE CITY Section 4.01. Performance of Covenants. The City covenants that it will perform faithfully at all times its covenants, undertakings and agreements contained in this Agreement and the 2021 Note and in any proceedings of the City relating to the Loan provided that any payments due hereunder shall be paid solely from Pledged Revenues. Section 4.02. Payment of 2021 Note. (a) The City does hereby irrevocably pledge the Pledged Revenues as security for the repayment of the 2021 Note. (b) The 2021 Note is a special obligation of the City secured solely by lien upon the Pledged Revenues and payable from the Pledged Revenues as provided in the Ordinance and this Agreement. The 2021 Note will be payable on a parity and rank equally as to lien on and source and security for payment from the Pledged Revenues, and in all other respects, with the Parity Debt. The 2021 Note will not constitute a general debt, liability or obligation of the City or the State of Florida or any political subdivision thereof within the meaning of any constitutional 10 or statutory limitation. Neither the faith and credit nor the taxing power of the City or of the State of Florida or any political subdivision thereof is pledged to the payment of the principal of or interest on the 2021 Note and the Holder shall never have the right to compel any exercise of any ad valorem taxing power of the City or of the State of Florida or any political subdivision thereof, directly or indirectly to enforce such payment. The 2021 Note shall not constitute a lien upon any property of the City except upon the Pledged Revenues. Section 4.03. Tax Covenant. The City covenants to the Holder that the City will not make any use of the proceeds of the 2021 Note at any time during the term of such Note which, if such use had been reasonably expected on the date the 2021 Note was issued, would have caused such Note to be an "arbitrage bond" within the meaning of the Code. The City will do all acts including complying with the requirements of the Code and any valid and applicable rules and regulations promulgated thereunder necessary to insure the exclusion of interest on the 2021 Note from the gross income of the Holder thereof for purposes of federal income taxation. Section 4.04. Compliance with Laws and Regulations. The City shall maintain compliance with all federal, state and local laws and regulations applicable to the construction and improvements of the Project and the Loan. Section 4.05. Additional Debt. [As long as the 2021 Note is outstanding, the City (a) shall not issue any debt payable from or enjoying a lien upon any of the Pledged Revenues ranking prior and superior to the lien created by the Ordinance and this Agreement for the benefit of the 2021 Note and (b) shall not issue any debt payable from any of the Pledged Revenues on a parity with the Parity Debt or the 2021 Note unless there shall have been obtained and filed with the City and the Holder of the 2021 Note a certificate of the City's Finance Director (i) setting forth the amount of Pledged Revenues for the two (2) most recent Fiscal Year ends as set forth in the City's CFARs; (ii) stating that such Pledged Revenues [are greater than] 1.50 times the maximum debt service for all outstanding debt secured by and payable from a first lien on such Pledged Revenues and such additional proposed debt; and (iii) stating either that no Event of Default has occurred or if such Event of Default has occurred that it shall have been cured. For purposes of such calculation if the interest rate on the proposed additional debt will be a variable interest rate, the rate for purposes hereof shall be calculated at the initial rate.] Section 4.06. Debt Service Fund. [Commencing[ ], 2022 and no later than the 25th day of each month thereafter the City shall deposit to the Debt Service Fund an amount equal to at least one -sixth (1/6th) of the interest coming due on the 2021 Note on the next Payment Date and an amount equal to at least one -twelfth (1/12) of the principal amount coming due on the 2021 Note on the next February 1. The City shall adjust the amount of any deposit to the Debt Service Fund so as to provide sufficient moneys therein to pay the amounts due on any Payment Date. Amounts on deposit in the Debt Service Fund shall be used solely for making payments on the 2021 Note and the Parity Debt. Deposits of Pledged Revenues to the Debt Service Fund or the 2021 Note shall be made pro rata with all deposits of Pledged Revenues made to the Debt Service Fund for the Parity Debt and the Debt Service Fund shall continue to be held by the Bank for as long as the 2021 Note remains outstanding.] Section 4.07. Covenant Regarding Pledged Revenues. As long as the 2021 Note is outstanding the City covenants to (i) take all steps, actions, and proceedings necessary for the 11 enforcement and collection of the Pledged Revenues, (ii) not to repeal the actions of the City authorizing the receipt of the Pledged Revenues, and (iii) not to amend or modify its proceedings in any manner which would impair or adversely affect the power of the City to receive any of the Pledged Revenues or adversely affect in any manner the pledge of the Pledged Revenues or the rights of the Holder. ARTICLE V EVENTS OF DEFAULT AND REMEDIES Section 5.01. Events Of Default. The following events shall each constitute an "Event of Default:" (a) Note when due. The City defaults in the payment of the principal of or interest on the 2021 (b) The City shall default in the due and punctual performance of any other of the covenants, conditions, agreements and provisions contained in the 2021 Note or in this Agreement on the part of the City to be performed, and such default shall continue for a period of thirty days after written notice of such default shall have been received from the Holder of the 2021 Note. Notwithstanding the foregoing, the City shall not be deemed in default hereunder if such default can be cured within a reasonable period of time and if the City in good faith institutes curative action and diligently pursues such action until the default has been corrected. (c) Any representation or warranty made in writing by or on behalf of the City in this Agreement or the 2021 Note shall prove to have been false or incorrect in any material respect on the date made or reaffirmed. (d) The City admits in writing its inability to pay its debts generally as they become due or files a petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver or trustee for itself. (e) The City shall file a petition or answer seeking reorganization or any arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or the State of Florida. (f) Failure by the City to promptly remove any execution, garnishment or attachment of such consequence as will materially impair its ability to carry out its obligations. (g) The City is adjudged insolvent by a court of competent jurisdiction, or it is adjudged bankrupt on a petition in bankruptcy filed by or against the City, or an order, judgment or decree is entered by any court of competent jurisdiction appointing, without the consent of the City, a receiver or trustee of the City or of the whole or any part of its property, and if the aforesaid adjudications, orders, judgments or decrees shall not be vacated or set aside or stayed within 90 days from the date of entry thereof. 12 Section 5.02. Remedies. A Holder of the 2021 Note or any trustee or receiver acting for such Holder may either at law or in equity, by suit, action, mandamus or other proceedings in any court of competent jurisdiction, protect and enforce any and all rights under the laws of the State, or granted and contained in this Agreement, and may enforce and compel the performance of all duties required by this Agreement or by any applicable statutes to be performed by the City or by any officer thereof. Only if any debt payable from the Pledged Revenues on parity with the 2021 Note is accelerated shall the Holder shall have the right to declare the 2021 Note immediately due and payable. The City shall pay the Holder the reasonable fees and costs incurred by the Holder and its agents in pursuing such remedies. In addition, any amount due hereunder or under the 2021 Note not paid when due shall bear interest at the Default Rate from and after five (5) days after the date due. Section 5.03. Remedies Cumulative. No remedy herein conferred upon or reserved to the Holder is intended to be exclusive of any other remedy or remedies, and each and every such remedy shall be cumulative, and shall be in addition to every other remedy given hereunder. Section 5.04. Waivers, Etc. No delay or omission of the Noteholder to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or any acquiescence therein; and every power and remedy given by this Agreement to the Noteholder may be exercised from time to time and as often as may be deemed expedient. The Noteholder may waive any default which in its opinion shall have been remedied before the entry of final judgment or decree in any suit, action or proceeding instituted by it under the provisions of this Agreement or before the completion of the enforcement of any other remedy under this Agreement, but no such waiver shall be effective unless in writing and no such waiver shall extend to or affect any other existing or any subsequent default or defaults or impair any rights or remedies consequent thereon. ARTICLE VI MISCELLANEOUS PROVISIONS Section 6.01. Covenants of City, Etc.; Successors. All of the covenants, stipulations, obligations and agreements contained in this Agreement shall be deemed to be covenants, stipulations, obligations and agreements of the City to the full extent authorized or permitted by law, and all such covenants, stipulations, obligations and agreements shall be binding upon the successor or successors thereof from time to time, and upon any officer, board, council, authority, agency or instrumentality to whom or to which any power or duty affecting such covenants, stipulations, obligations and agreements shall be transferred by or in accordance with law. Section 6.02. Term of Agreement. This Agreement shall be in full force and effect from the date hereof until the 2021 Note and all other sums payable to the Holder hereunder have been paid in full. 13 Section 6.03. Amendments and Supplements. This Agreement may be amended or supplemented from time to time only by a writing duly executed by each of the City and the Holder. Section 6.04. Notices. Any notice, demand, direction, request or other instrument authorized or required by this Agreement to be given to or filed with the City or the Bank, shall be deemed to have been sufficiently given or filed for all purposes of this Agreement if and when sent by certified mail, return receipt requested: (a) (b) (c) As to the City: City of Cape Canaveral, Florida P.O. Box 326 Cape Canaveral, Florida 32920 Attention: City Manager With a copy to: Anthony Garganese, Esq. 111 N. Orange Avenue, Suite 2000 Orlando, Florida 32801 As to the Bank: Synovus Bank Government Banking Solutions 7768 Ozark Drive, Suite 100 Jacksonville, FL 32256 Attention: Andy LaFear or at such other address as shall be furnished in writing by any such party to the other, and shall be deemed to have been given as of the date so delivered or deposited in the United States mail. Either party may, by notice sent to the other, designate a different or additional address to which notices under this Agreement are to be sent. Section 6.05. Benefits Exclusive. Except as herein otherwise provided, nothing in this Agreement, expressed or implied, is intended or shall be construed to confer upon any person, firm or corporation, other than the City and the Holder, any right, remedy or claim, legal or equitable, under or by reason of this Agreement or any provision hereof, this Agreement and all of its provisions being intended to be and being for the sole and exclusive benefit of the City and the Holder. Section 6.06. Severability. In case any one or more of the provisions of this Agreement, any amendment or supplement hereto or of the 2021 Note shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this Agreement, any amendment or supplement hereto or the 2021 Note, but this Agreement, any amendment or supplement hereto and the 2021 Note shall be construed and enforced at the time as if such illegal or invalid provisions had not been contained therein, nor shall such illegality or invalidity or any application thereof affect any legal and valid application thereof from time to time. In case any 14 covenant, stipulation, obligation or agreement contained in the 2021 Note or in this Agreement shall for any reason be held to be in violation of law, then such covenant, stipulation, obligation, or agreement shall be deemed to be the covenant, stipulation, obligation or agreement of the City to the full extent from time to time permitted by law. Section 6.07. Payments Due on Saturdays, Sundays and Holidays. In any case where the date of maturity of interest on or principal of the 2021 Note or the date fixed for prepayment of the 2021 Note shall be other than a Business Day, then payment of such interest or principal shall be made on the next succeeding Business Day with the same force and effect as if paid on the date of maturity or the date fixed for prepayment, and no interest on any such principal amount shall accrue for the period after such date of maturity or such date fixed for prepayment. Section 6.08. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered, shall be an original; but such counterparts shall together constitute but one and the same Agreement, and, in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart. Section 6.09. Applicable Law. This Agreement shall be governed exclusively by and construed in accordance with the applicable laws of the State of Florida. Section 6.10. No Personal Liability. Notwithstanding anything to the contrary contained herein or in the 2021 Note, or in any other instrument or document executed by or on behalf of the City in connection herewith, no stipulation, covenant, agreement or obligation of any present or future member of the City Council of the City, officer, employee or agent of the City, officer, employee or agent of a successor to the City, in any such person's individual capacity, shall cause such person to be liable personally for any breach or non -observance of or for any failure to perform, fulfill or comply with any such stipulations, covenants, agreements or obligations, nor shall any recourse be had for the payment of the principal of or interest on the 2021 Note or for any claim based thereon or on any such stipulation, covenant, agreement or obligation, against any such person, in his or her individual capacity, either directly or through the City or any successor to the City, under any rule or law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise and all such liability of any such person, in his or her individual capacity, is hereby expressly waived and released. Section 6.11. Incorporation by Reference. All of the terms and obligations of the Ordinance and the Resolution are hereby incorporated herein by reference as if all of the foregoing were fully set forth in this Agreement. All recitals appearing at the beginning of this Agreement are hereby incorporated herein by reference. Section 6.12. Waiver of Jury Trial. THE BANK AND THE CITY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THE RESOLUTION, THIS AGREEMENT, THE 2021 NOTE OR ANY OTHER AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF EITHER PARTY. 15 16 [Signature Page for LOAN AGREEMENT dated as of October[] , 2021 between City of Cape Canaveral, FL and Synovus Bank IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first set forth herein. CITY OF CAPE CANAVERAL, FLORIDA ATTEST: By: Mayor City Clerk 17 Synovus Bank By: Name: Title: EXHIBIT A FORM OF NOTE PRIOR TO BECOMING A HOLDER, A PROPOSED PURCHASER SHALL EXECUTE A PURCHASER'S CERTIFICATE IN THE FORM ATTACHED HERETO CERTIFYING, AMONG OTHER THINGS, THAT SUCH HOLDER IS A"QUALIFIED INSTITUTIONAL BUYER" AS SUCH TERM IS DEFINED IN THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 144a THEREUNDER. CITY OF CAPE CANAVERAL, FLORIDA CAPITAL IMPROVEMENT REVENUE NOTE, SERIES 2021 Principal Sum Maturity Date Note Rate Date of Issuance $1,200,000 February 1, 2031 1.61% October 19, 2021 The CITY OF CAPE CANAVERAL, FLORIDA (the "City"), for value received, hereby promises to pay, solely from the sources described in the within mentioned Agreement, to the order of Synovus Bank, a Georgia banking corporation, or its assigns (the "Holder"), the Principal Sum, such principal to be paid in installments on each February 1 in the amounts set forth on Exhibit "A" hereto, with all unpaid principal and interest due in full on the above referenced Maturity Date, and to pay interest on the outstanding principal amount hereof from the most recent date to which interest has been paid or provided for, or if no interest has been paid, from the Date of Issuance shown above, on February 1 and August 1 of each year (each, a "Payment Date"), commencing on February 1, 2022, until payment of said principal sum has been made or provided for, at the above referenced Note Rate, subject to adjustment as described herein, calculated on the basis of 12, 30-day months and a 360-day year. Payments due hereunder shall be payable in any coin or currency of the United States of America which, at the time of payment, is legal tender for the payment of public and private debts, which payments shall be made to the Holder hereof by check mailed to the Holder at the address designated in writing by the Holder for purposes of payment or by bank wire or bank transfer as such Holder may specify in writing to the City or otherwise as the City and the Holder may agree. The Note Rate shall be adjusted in accordance with Sections 3.03 and 5.02 of that certain Loan Agreement by and between the Holder and the City, dated October, 2021, as amended and supplemented from time to time (the "Agreement'). Such adjustments may be retroactive. This 2021 Note is issued for the purpose of providing the City funds for the purpose of (i) financing the purchase of the Promenade Building located at 7404 North Atlantic Avenue, (ii) financing related Capital Improvements as defined in the Ordinance and (iii) paying the costs of issuance of the 2021 Note under the authority of and in full compliance with the Constitution and Statutes of the State of Florida, including particularly Chapter 166, Florida Statutes, Ordinance No 39-2021 of the City and other applicable provisions of law, and Resolution No. 2021-21, adopted by the City Council of the City on October 19, 2021, and the Agreement. Exhibit A-1 42113950;23 This 2021 Note is a limited, special obligation of the City, payable from and secured solely by a lien upon and pledge of the Pledged Revenues, as defined and described and in the manner provided in the Agreement. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement. This 2021 Note may be prepaid by the City in whole, but not in part, on any date as provided in the Agreement from any legally available monies at a prepayment price of 100% of the principal amount to be redeemed without any prepayment penalty or fee, plus accrued interest to the prepayment date. This 2021 Note may be prepaid in part on any February 1 as provided in the Agreement from any legally available monies at a prepayment price of 100% of the principal amount to be redeemed, without any prepayment penalty or fee plus accrued interest to the prepayment date in [Authorized Denominations]. Any prepayments shall be applied as provided in Section 3.02(c) of the Agreement. Notice having been given as provided in the Agreement, the principal amount to be prepaid shall become due and payable on the prepayment date stated in such notice, together with interest accrued and unpaid to the prepayment date on such principal amount; and the amount of principal and interest then due and payable shall be paid upon presentation and surrender and exchange (if prepayment is part) of this 2021 Note to the office of the Registrar. If, on the prepayment date, funds for the payment of the principal amount, together with interest to the prepayment date on such principal amount, shall have been given to the Holder, as above provided, then from and after the prepayment date interest on such principal amount of this 2021 Note shall cease to accrue. Notwithstanding any provision in this 2021 Note to the contrary, in no event shall the interest contracted for, charged or received in connection with this 2021 Note (including any other costs or considerations that constitute interest under the laws of the State of Florida which are contracted for, charged or received) exceed the maximum rate of nonusurious interest allowed under the State of Florida as presently in effect and to the extent an increase is allowable by such laws, but in no event shall any amount ever be paid or payable by the City greater than the amount contracted for herein. In the event the maturity of this 2021 Note is prepaid in accordance with the provisions hereof, the Agreement or the Resolution, then such amounts that constitute payments of interest, together with any costs or considerations which constitute interest under the laws of the State of Florida, may never exceed an amount which would result in payment of interest at a rate in excess of that permitted by Section 215.84(3), Florida Statutes, as presently in effect and to the extent an increase is allowable by such laws; and excess interest, if any, shall be cancelled automatically as of the date of such prepayment, or, if theretofore paid, shall be credited on the principal amount of this 2021 Note unpaid, but such crediting shall not cure or waive any default under the Agreement or Resolution. THIS 2021 NOTE SHALL NOT BE OR CONSTITUTE AN INDEBTEDNESS OF THE CITY OR THE STATE OF FLORIDA (THE "STATE"), WITHIN THE MEANING OF ANY CONSTITUTIONAL, STATUTORY OR CHARTER LIMITATIONS OF INDEBTEDNESS, BUT SHALL BE PAYABLE SOLELY FROM THE PLEDGED REVENUES, AS PROVIDED IN THE AGREEMENT AND THE ORDINANCE. THE HOLDER SHALL NEVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF THE AD VALOREM TAXING POWER OF THE Exhibit A-2 42113950;23 CITY, OR AD VALOREM TAXATION IN ANY FORM OF ANY PROPERTY THEREIN TO PAY THIS 2021 NOTE OR THE INTEREST HEREON. Upon the occurrence of an Event of Default the Holder of the 2021 Note shall also have such remedies as described in the Agreement. The City hereby waives presentment, demand, protest and notice of dishonor. This 2021 Note is governed and controlled by the Agreement and reference is hereby made thereto regarding interest rate adjustments and other matters. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Exhibit A-3 42113950;23 IN WITNESS WHEREOF, the City has caused this 2021 Note to be signed by its Mayor by his manual signature, and the seal of the City to be affixed hereto or imprinted or reproduced hereon, and attested by its City Clerk, manually, and this 2021 Note to be dated the Date of Issuance set forth above. CITY OF CAPE CANAVERAL, FLORIDA [SEAL] By: Mayor ATTEST: By: City Clerk Exhibit A-4 42113950;23 FORM OF CERTIFICATE OF AUTHENTICATION Date of Authentication: This 2021 Note is being delivered pursuant to the within mentioned Agreement. CITY OF CAPE CANAVERAL, FLORIDA, as Registrar By: City Clerk Exhibit A-5 42113950;23 ASSIGNMENT FOR VALUE RECEIVED the undersigned sells, assigns and transfers unto (please print or typewrite name, address and tax identification number of assignee) the within 2021 Note and all rights thereunder, and hereby irrevocably constitutes and appoints Attorney to transfer the within 2021 Note on the books kept for registration thereof, with full power of substitution in the premises. Name of Holder: By: Exhibit A-6 42113950;23 EXHIBIT A NOTE - PRINCIPAL PAYMENT SCHEDULE Year Amount Exhibit A-7 42113950;23 PURCHASER'S CERTIFICATE City of Cape Canaveral, Florida (the "City") Ladies and Gentlemen: The undersigned, as a purchaser of the City of Cape Canaveral, Florida Capital Improvement Revenue Note, Series 2021 (the "2021 Note") dated October 21 , 2021, consisting of one typewritten Note, hereby certifies that we have been provided (a) a copy of City Ordinance No. 39-2021 adopted by the City of Cape Canaveral, Florida (the "City") on October 19, 2021, authorizing the issuance of the 2021 Note (the "Ordinance") (b) a copy of City Resolution No. 2021-21, adopted by the City on October 19, 2021, authorizing the issuance of the 2021 Note (the "Resolution"), (c) the Loan Agreement dated October 21, 2021, between the City and Synovus Bank (the "Agreement") and (d) such financial and general information respecting the Pledged Revenues (as such term is defined in the Agreement) and the City, and the 2021 Note described above as we deem necessary to enable us to make an informed investment judgment with respect to the purchase of the 2021 Note. We hereby make the following representations, which representations may be relied upon by the City: A. We are aware: (i) that investment in the 2021 Note involves various risks; (ii) that the 2021 Note is not a general obligation of the City; and (iii) that the principal or premium, if any, and interest on the 2021 Note is payable solely from the Pledged Revenues as specified in the Ordinance and the Agreement. B. We understand that no official statement, offering memorandum or other form of offering document was prepared or is being used in connection with the offering or sale of the 2021 Note (collectively, "Disclosure Documents"), but we have been afforded access to all information we have requested in making our decision to purchase the 2021 Note and have had sufficient opportunity to discuss the business of the City with its officers, employees and others. We have not requested any Disclosure Documents in connection with the sale of the 2021 Note. We do not require any further information or data incident to our purchase of the 2021 Note. C. In purchasing the 2021 Note, we have made our own inquiry and analysis with respect to the 2021 Note and the security therefor, and other material matters affecting the security and payment of the 2021 Note. We are aware that revenue Exhibit A-8 42113950;23 obligations such as the 2021 Note involve certain economic variables and risks that could affect the security of the 2021 Note. D. We have knowledge and experience in financial and business matters and are capable of evaluating the merits and risks of our investment in the 2021 Note and have determined that we can bear the economic risk of our investment in the 2021 Note. E. We acknowledge the understanding that the 2021 Note is not registered under the Securities Act of 1933, as amended (the "1933 Act") or Chapter 517, Florida Statutes, and that the Ordinance, the Resolution and the Agreement are not qualified under the Trust Indenture Act of 1939, as amended, and that the City has no obligation to effect any such registration or qualification. F We are purchasing the 2021 Note for our own account. We do not currently intend to syndicate the 2021 Note. Although we retain the right to transfer the 2021 Note in the future, we understand that the 2021 Note may not be readily transferable. G. We have received all documents requested by us incident to our purchase of the 2021 Note. H. We acknowledge that we are "qualified institutional buyer" within the meaning of Rule 144a of the 1933 Act. L We have not asked that the 2021 Note bear a CUSIP and we do not intend to seek CUSIP for the 2021 Note. J. We understand that no filing will be made with respect to the 2021 Note with EMMA, the Municipal Securities Rulemaking Boards continuing disclosure site. K. There will be no credit rating obtained for the 2021 Note and we have not asked for or sought such a rating. Signed as of the day of By: Authorized Officer Exhibit A-9 42113950;23 ATTACHMENT 2 October 11, 2021 To: From: Mr. John DeLeo, Director of Administrative Services Mr. Todd Morley, City Manager City of Cape Canaveral, Florida ("the City") Jeff Larson, President, Larson Consulting Services Nicole Larson Sydney, Vice President, Larson Consulting Services Financial Advisor to the City Re: $1,200,000 Capital Improvement Revenue Note, Series 2021- Update and Summary of Bank RFP Results Following the approval of the 2021 Project by the City Council and the release of the Bank RFP for up to $1,200,000, please allow this memo to provide a Summary of the results from the Bank RFP. Reference is also made to the City's Ordinance No.39-2021 that had its First Reading on September 21st and is set for a Second Reading on October 19th Financing Plan: Per the Bank RFP, this Note is for up to $1,200,000 for a Ten Year Period. Together with other City funds, CRA support and grants, it will help provide for a portion of the financing for the Promenade Project and cover cost of issuance. It will carry a similar lien on Non Ad Valorem Revenues that totals over $3,257,000 and be a parity issue to the City's existing Series 2014 and 2021 Notes. Projected Debt Service Coverage based on these revenues is strong on an aggregate basis on all three Notes, at an estimated 2.28X. This will improve considerably as the existing 2014 Note is set to mature on February 1, 2024, and the 2017 Note will mature on February 1, 2027. Average annual debt service on the proposed Series 2021 Note is expected to be approximately $130,000. Furthermore, we understand that the City's CRA will also internally agree to support debt service on the 2021 Note via Tax Increment Revenues. Results of Bank RFP: The Bank RFP was issued on September 7th to 36 banks with responses from four banks on October 7th. The $1,200,000 Term Note will have interest paid every February 1 and August 1 beginning February 1, 2022, and annual Principal payments every February 1st beginning February 1, 2021 with a final maturity on February 1, 2031. The Financing Plan and City Bank RFP was well received and Larson Consulting provided the banks with answers to their questions and requests for additional information as supported by City Staff. We have recommended to the Selection Committee of the City the award of the Bank Note to Synovus Bank as they provided the lowest Bank Qualified tax—exempt fixed rate of 1.61% for the Ten Year Note and did not require any additional financial covenants or investment requirements. The cover bid was 1.63% from BB& T Bank. It is prepayable for the first three years at 102, and then at par thereafter. Other banks that responded included Signature and SouthState. The 1 recommended bank has agreed to hold the rate, as requested in the RFP, until October 26th to permit the City Council to meet on October 19th for the Second Hearing of the Bond Ordinance and approval of the recommended Bank. Recommendation: As the City's Financial Advisor, we recommend that the City Council approve the Bond Ordinance as proposed, and reviewed by Bryant Miller & Olive, LLP, Bond Counsel to the City. Rates are still at historically low levels, and the City's financial condition was well received. This will enable us to proceed with Synovus as the recommended Bank towards a preclosing/signing of documents on October 20th, with a closing/funding on October 21st. Congratulations on these fine results. Please let us know if there are any questions. Jeffrey T. Larson President Larson Consulting Services, Orlando SEC Licensed, Series 50, Municipal Advisor Series 54 Licensed Municipal Advisor Principal cc. Ken Artin, Esq., Bryant Miller & Olive Rhonda Bond Collins, Esq., Bryant Miller & Olive Anthony Garganese, Esq., City Attorney 2