HomeMy WebLinkAboutcocc_council_mtg_packet_20211207_specialCAPE CANAVERAL CITY COUNCIL SPECIAL MEETING
City Hall Council Chambers
100 Polk Avenue, Cape Canaveral, Florida 32920
AGENDA
December 7, 2021
6:00 p.m.
For those that cannot attend the Meeting and wish to submit a public comment:
Email your comment to CityClerk@CityofCapeCanaveral.org by noon the day of the Meeting.
To stream the Meeting at home: Please visit www.cityofcapecanaveral.org/city_meetings
CALL TO ORDER
PLEDGE OF ALLEGIANCE
ROLL CALL
PUBLIC PARTICIPATION: Any member of the public may address any items that do not appear on the
agenda and any agenda item that is listed on the agenda for final official action by the City Council excluding
public hearing items which are heard at the public hearing portion of the meeting, ministerial items (e.g.
approval of agenda, minutes, informational items), and quasi-judicial or emergency items. Citizens will limit
their comments to three (3) minutes. The City Council will not take any action under the "Public
Participation" section of the agenda. The Council may schedule items not on the agenda as regular items
and act upon them in the future.
ITEM FOR ACTION I 6:15 p.m. - 6:20 p.m.
1. Appoint a Voting Delegate/Director and Alternate to the Space Coast League of Cities.
ITEMS FOR DISCUSSION I 6:20 p.m. - 6:40 p.m.
2. Implementation of the ProChamps online platform.
3. Review of proposed purchase of 7404 North Atlantic Avenue (Civic Hub project f/k/a The
Promenade).
OLD BUSINESS I 6:40 p.m. - 6:50 p.m.
Item must be removed from the table by majority vote before discussion/consideration.
4. Approve an Interlocal Agreement between the City Council and the Cape Canaveral
Community Redevelopment Agency (CRA); recognizing a Joint Public Partnership between
the City and the CRA related to the pending purchase and redevelopment activities
associated with the Cape Canaveral Civic Hub (formerly known as "The Promenade").
(tabled November 16, 2021)
REPORTS I 6:50 p.m. - 7:00 p.m.
ADJOURNMENT: Pursuant to Section 286.0105, Florida Statutes, the City hereby advises the public that:
If a person decides to appeal any decision made by the City Council with respect to any matter considered
at this meeting, that person will need a record of the proceedings, and for such purpose that person may
need to ensure that a verbatim record of the proceedings is made, which record includes the testimony and
evidence upon which the appeal is to be based. This notice does not constitute consent by the City for the
introduction or admission into evidence of otherwise inadmissible or irrelevant evidence, nor does it
authorize challenges or appeals not otherwise allowed by law. In accordance with the Americans with
Disabilities Act: all interested parties may attend this Public Meeting. The facility is accessible to the
physically handicapped. Persons with disabilities needing assistance to participate in the proceedings
should contact the City Clerk's office [(321) 868-1220 x207 or x206] 48 hours in advance of the meeting.
CITY OF
CAPE CANAVERAL
CITY COUNCIL SPECIAL MEETING • DECEMBER 7, 2021
AGENDA ITEM SUMMARY • ITEM # 1
Subject: Appoint a Voting Delegate/Director and Alternate to the Space Coast League of Cities.
Department: City Clerk's Office
Summary: Every December, the governing body of each member municipality must appoint a
Voting Delegate/Director and Alternate to the Space Coast League of Cities (SCLOC). Those eligible
to be a Voting Delegate/Director and Alternate include the member municipality's Elected Officials,
City Manager, City Attorney, City Clerk and Department Directors. An eligibility exception exists for
Mayor Emeritus Rocky Randels; Mr. Randels has a Lifetime SCLOC Membership through his having
served as SCLOC President in 1995 and his current Council -authorized honorary status as a City
Ambassador.
The person appointed as Voting Delegate serves as both the member municipality's Voting
Delegate at membership meetings and as its representative to the Board of Directors. The Voting
Delegate and the Director are the same person. The sole function of the Alternate for the Voting
Delegate/Director is to vote in the absence of the Voting Delegate/Director.
Council Member Angela Raymond is the current 2021 Voting Delegate/Director and Mayor
Emeritus Rocky Randels is the Alternate.
The City Clerk's Office has received a request from SCLOC to have Council's selections in place prior
to this year's December Regular Meeting. With a Special Meeting having already been established
to occur on December 7, Staff felt it prudent to use this opportunity to meet the requested deadline.
It is now incumbent upon City Council to appoint a Voting Delegate/Director and Alternate to the
SCLOC for calendar year 2022.
Submitting Department Director: Mia Goforth Date: 11/23/21
Attachments:
None.
Financial Impact: Staff time and effort to prepare this agenda item.
Reviewed by Administrative/Financial
Services Director: John DeLeo Date: 11/23/21
The City Manager recommends the City Council take the following actions:
Appoint a Voting Delegate/Director and Alternate to the SCLOC.
Approved by City Manager: Todd Morley Date: 11/23/21
CITY OF
CAPE CANAVERAL
CITY COUNCIL SPECIAL MEETING • DECEMBER 7, 2021
AGENDA ITEM SUMMARY • ITEM # 2
Subject: Implementation of the ProChamps online platform.
Department: Community and Economic Development
Summary: At its November 16, 2021 Regular Meeting, the City Council discussed the
implementation of the ProChamps vacation rental online registration platform. Council requested
a presentation by ProChamps at the December 7, 2021 Special Meeting to discuss updated metrics
since implementation on October 1, 2021.
Background
At its February 16, 2021 Regular Meeting, the Council adopted Ordinance No. 10-2021 (Ordinance)
adopting Vacation Rental regulations, with an effective date of October 1, 2021. In furtherance of
the Ordinance, the Council approved an Agreement with ProChamps, LLC, to provide third -party
administration of the City's vacation rental regulations (Attachment 1).
Agreement highlights include:
1. PRC will identify and collect owner information of all Vacation Rentals operating within the
City limits, through on -going, regular web searches.
2. PRC will provide Staff access to detailed reports of all Vacation Rental properties in the City
to include ownership, compliance outreach, registration data, payments and compliance
status.
3. PRC will proactively conduct a registration outreach program to contact Vacation Rental
owners within the City to educate them about the City's program and code requirements.
4. When a property is determined to be operating in violation of the City's Vacation Rental
regulations, an automatic email will be sent to the property owner and Staff, informing them
of the violation.
5. Fee Structure — PRC shall retain $100.00 for each annually collected Vacation Rental unit
registration. PRC shall retain 20 percent (20%) of all late fees. PRC shall be responsible for
the collection of all fees and shall forward the City's portion no later than the 15th of each
month. The proposed fee structure results in no "out-of-pocket" cost to the City for
implementation of the program. A companion resolution (Resolution No. 2021-09) will be
presented to the Council to establish the fees associated with the registration system.
6. Website — PRC will maintain a website that will direct Vacation Rental owners to a hyperlink
where they can electronically register units as well as pay applicable fees.
7. Term — the Agreement shall terminate two (2) years from the Effective Date with an option
for automatic one (1) year renewals.
8. Termination — the Agreement may be terminated by either party with or without cause upon
thirty (30) calendar day written notice.
9. PRC shall operate and maintain a resident Hotline to provide live support 24/7/365.
10. Consistent with SB 60, which went into effect on July 1, 2021, anonymous code enforcement
complaints submitted via the PRC platform, will not be investigated.
11. Vests authority with the City to audit PRC records at any time during normal business hours,
as often as deemed necessary by the City.
City of Cape Canaveral
City Council Special Meeting • December 7, 2021
Agenda Item # 2
Page 2 of 2
12. PRC will scrape multiple web sites multiple times per week to collect any and all evidence
showing failure to register the Vacation Rental unit and any and all evidence of violations
of the city's Vacation Rental requirements.
13. PRC will collect evidence of violations of the City's regulatory requirements, including the
7-day minimum stay requirement, and notify any property owner/responsible party of their
obligation to stay within the community's 7-day minimum stay requirement. The City will
have access to all property owners/responsible parties who have been notified of this
violation through the PRC platforms reporting system. Additionally, the City will receive
electronic communication for each notification sent.
Attachment 2 is the scripted flowchart showing how calls into the Resident Hotline are processed
through the ProChamps platform. Note that the script includes at least two (2) points at which the
caller is informed that anonymous complaints will not be accepted. Also, depending on the time
and type of complaint, notifications will be forwarded to either the City's Code Enforcement Staff
or the Brevard County Sheriff's Office (BCSO). In general, complaints received after typical business
hours, related to parking or noise, will be routed to the BCSO.
Mr. Mike Baldwin, Senior Solutions Architect with ProChamps, will be in attendance to provide a
presentation as well as be available for any questions from the Council.
Submitting Department Director: David Dickey Date: 11/30/21
Attachments:
1. ProChamps Agreement
2. Scripted Call Flow Chart
Financial Impact: Staff time and effort to prepare this agenda item.
Reviewed by Administrative/Financial
Services Director: John DeLeo Date: 11/30/21
The City Manager recommends the City Council take the following actions: Discuss the
implementation of the ProChamps online platform and provide Staff with desired guidance.
Approved by City Manager: Todd Morley Date: 11/30/21
Attachment 1
AGREEMENT BY AND BETWEEN
THE CITY OF CAPE CANAVERAL
AND
PROPERTY REGISTRATION CHAMPIONS, LLC
(VACATION RENTAL PROGRAM)
This Agreement is made as of this 2nd Day of August, 2021 by and between
PROPERTY REGISTRATION CHAMPIONS, LLC, a Florida limited liability company, with
offices at 2725 Center Place, Melbourne, Florida 32940 (hereinafter "PRC, and the CITY OF
CAPE CANAVERAL, a Florida municipal corporation, with an address at 100 Polk Avenue,
Cape Canaveral, Florida 32920 ("City").
WITNESSETH:
WHEREAS, because of an overwhelming number of vacation rental properties operating
within the City of Cape Canaveral, the City has recently initiated a vacation rental registration
requirement effective October 1, 2021, and now requires an electronic system of registering and
monitoring vacation rentals for purposes of requiring compliance with the City's Vacation Rental
Ordinance No. 10-2021, (the "Ordinance") and other applicable City regulations; and
WHEREAS, PRC proposed for the City's use an electronic vacation rental registration and
monitoring system that is funded based on PRC's efforts to successfully register vacation rentals
as required by the Ordinance; and
WHEREAS, in furtherance of implementing the Ordinance, which becomes effective
October 1, 2021, the City desires to enter into this Agreement with PRC in order to provide
electronic vacation rental registration and monitoring services authorized pursuant to the
Ordinance; and
WHEREAS, PRC shall also provide City with administrative Payment Assistance Services
("PAS") if requested by the COMMUNITY to facilitate payment of late fees, charges, fines and
penalties as defined under the City's Ordinance from Registrants or other responsible parties to
help the City fulfill the purpose and goals of the Ordinance;
NOW THEREFORE, in consideration of the mutual covenants contained herein, and
for other valuable consideration received, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
City of Cape Canaveral
Vacation Rental Agreement
Page 2 of 15
1. Recitals. The foregoing recitals are deemed to be true and accurate and are fully
incorporated herein by this reference.
2. PRC Responsibilities ("Vacation Rental Services").
A. PRC shall proactively perform the scope of services as more specifically
set forth in EXHIBIT "A," which is attached hereto and fully incorporated
by this reference.
B. PRC shall provide the scope of services by electronic means in order to enable
the City to evaluate and determine whether or not vacation rental owners and
occupants are in compliance with the Ordinance. The website will direct
registrants to the City's website, and further direct traffic, via a hyperlink, to
www.ProChamps.com. The website at www.ProChamps.com will allow
vacation rental owners to register vacation rental units to comply with the
Ordinance. PRC will provide the City with electronic reporting of vacation
rentals within the City of Cape Canaveral.
C. PRC shall investigate, report, or take corrective measures on a timely and
regular basis to update the database of all vacation rental units within the City
of Cape Canaveral that are required to electronically registered in compliance
with the Ordinance.
D. PRC shall pay for all expenses related to registration and electronically
monitoring on the Internet all vacation rentals within the City of Cape
Canaveral, and all administrative costs and fees related thereto.
E. For performance of the scope of services required by this Agreement, PRC shall
retain One Hundred Dollars ($100.00) for each collected annual vacation rental
registration fee imposed by the City ("Registration Fee"). PRC shall forward
payment of the City's portion of the Registration Fee to the City's Finance
Department no later than the 1 5th day of each month during the Term of this
Agreement.
F. In the event the Ordinance requires payment of late fees as part of the
registration requirements, PRC shall collect all applicable late fees, retaining
twenty percent (20%) of the late fee, and remitting the balance to the City
pursuant to the monthly remittance schedule as stated in 2(E).
City of Cape Canaveral
Vacation Rental Agreement
Page 3 of 15
G. To the extent required by the City, PRC shall execute the City's website link
agreement and meet all City IT security, and anti -viral requirements.
(hereinafter "Services")
3. Indemnification and Hold Harmless. For all Services performed pursuant to this
Agreement, PRC agrees to the fullest extent permitted by law, to indemnify and hold harmless
the City, its employees, attorneys and officers, from and against all claims, losses, damages,
personal injuries (including but not limited to death), or liability (including reasonable attorney's
fees), directly or indirectly arising from, or out of the following: (a) the acts, errors, omissions,
intentional or otherwise, arising out of or resulting from PRC's and its employees, partners,
contractors, and agents performance of the Services and work being performed under this
Agreement and (b) PRC's, and its employees, partners, contractors, and agents failure to comply
with the provisions of any federal, state, or local laws, ordinance, or regulations applicable to
PRC's and its employees, partners, contractors, and agents performance under this
Agreement.
The indemnification provided above shall obligate PRC to defend at its own expense or
to provide for such defense, at the option of the City, of any and all claims of liability and all
suits and actions of every name and description that may be brought against the City or its
employees and officers which may result from the Services performed under this Agreement
whether the Services are performed by the PRC, its employees, contractors, partners and
agents or anyone directly or indirectly employed by PRC. In all events, the City shall be
permitted to choose legal counsel of its sole choice, the fees for which shall be reasonable
and subject to and included with the indemnification provided herein.
4. Term. This Agreement will terminate two (2) years from the effective date of the
Ordinance which is October 1, 2021 ("Term"). In addition, the parties may agree that this
Agreement will automatically annually renew on October 1st for successive one (1) year
terms unless either party gives the other party written notice of termination at least thirty
(30) calendar days prior to the end of the relevant term.
5. Termination. Notwithstanding the term set forth in Paragraph 4, this Agreement may
be terminated by either Party with or without cause, immediately upon thirty (30) calendar
days written notice. Upon termination by City, PRC shall cease all work performed and
forward to the City any Registration Fees owed to the City.
In the event of termination of this Agreement, any reports, records, documents,
City of Cape Canaveral
Vacation Rental Agreement
Page 4 of 15
forms, and other data and documents prepared by PRC whether finished or unfinished shall
be delivered by PRC to the City Manager within seven (7) business days of termination of
this Agreement by either party. Any compensation due to PRC shall be withheld until all
documents are received as provided herein.
6. Agreement Documents. City Ordinance No. 10-2021 is attached hereto as EXHIBIT
"B" and incorporated herein by this reference, and may be amended by the City, by
ordinance, at any time. The City will provide PRC a copy of any modification ordinances
adopted by the City Council and said ordinances shall likewise be incorporated herein by
this reference.
7. Insurance. PRC shall provide, and maintain in force at all times, during the
Agreement with the City, such insurance, including Workers' Compensation and Employer's
Liability Insurance, Comprehensive General Liability Insurance, Automobile Liability
Insurance and Errors and Omissions Insurance as will assure to City the protection contained
in the foregoing indemnification undertaken by PRC.
A. General Liability Insurance: PRC shall purchase and maintain, at its own
expense, such general liability insurance to cover claims for damages because
of bodily injury or death of any person or property damage arising in any
way out of the programs, functions, and services performed by PRC and its
authorized contractors under this Agreement. The insurance shall have
minimum limits of coverage of $1,000,000 per occurrence combined single
limit for bodily injury liability and property damage liability.
B. Workers' Compensation insurance of not less than the statutory limits with
$100,000 Employers Liability.
C. Business Auto Liability coverage is to include bodily injury and property damage
arising out of operation, maintenance or use of any auto, including owned, non -
owned and hired automobiles and employee non -ownership with limits of not
less than $1,000,000 per occurrence.
D. Errors and Omissions Insurance limits of liability provided by such policy shall
be no less than $1,000,000 to assure City the indemnification specified herein.
E. All insurance coverage shall be insurer(s) approved by the City Manager and
City of Cape Canaveral
Vacation Rental Agreement
Page 5 of 15
licensed by the state of Florida to engage in business of writing of insurance.
The City shall be named on the foregoing insurance policies as "additional
insured." PRC shall ca u se its insurance carriers to furnish insurance certificates
and endorsements specifying the types and amounts of coverage and effect
pursuant hereto, the expiration date on such policies, and the statement that
no insurance under such policies will be cancelled without thirty (30) days prior
written notice to the City in compliance with other provisions of this Agreement.
PRC shall be solely responsible to pay any deductible, if any, relating to any
claim made against the insurance coverages and policies provided under this
Agreement. If the City has any objection to the coverage afforded by or other
provision of the insurance required to be purchased and maintained by PRC in
accordance with this paragraph on the basis of its not complying with the
Agreement, the City shall notify PRC in writing thereof within thirty (30) days of
the date of delivery of such certificates and endorsements to the City. For all
programs, functions, and services permitted and occurring under this
Agreement, including any and all programs, functions, and services provided
and performed by PRC and by authorized contractors, PRC shall continuously
maintain such insurance in the amount, type, and quality as required by this
Agreement.
8. Confidential Information.
A. Confidential Information shall mean non-public information of a party to this
Agreement which the City is not required by the Florida Public Records Act, Ch. 119,
Florida Statutes, to publicly disclose for inspection and copying. Confidential
Information of PRC includes its proprietary software and algorithms, methods,
techniques, and processes revealed by the Software that constitute a trade secret
as defined in Section 812.081, Florida Statutes, and as provided for in Sections
815.04(3) and 815.045, Florida Statutes. Confidential Information does not include
information that: (1) is or becomes known to the public without fault or breach of
the receiving party; (2) the disclosing party regularly discloses to third parties
without restriction on disclosure; or (3) the receiving party obtains from a third party
without restriction on disclosure and without breach of a written non -disclosure
obligation. Further, the parties agree that Confidential Information does not include
data stored within the PRC's proprietary software or any input and/or output
City of Cape Canaveral
Vacation Rental Agreement
Page 6 of 15
sensory displays of or from the proprietary software.
B. Each party agrees to keep confidential and not disclose to any third party, and to
use only for purposes of performing or as otherwise permitted under this
Agreement, any Confidential Information.
9. Public Records. Pursuant to Section 119.0701, Florida Statutes and other applicable
public records laws, PRC agrees that any records, documents, transactions, writings, papers,
letters, computerized information and programs, maps, books, audio or video tapes, films,
photographs, data processing software, writings or other material(s), regardless of the physical
form, characteristics, or means of transmission, of PRC related, directly or indirectly, to the
services provided to the City under this Agreement and made or received pursuant to law or
ordinance or in connection with the transaction of official business by the City, may be deemed
to be a public record, whether in the possession or control of the City or the PRC. Said records,
documents, transactions, writings, papers, letters, computerized information and programs,
maps, books, audio or video tapes, films, photographs, data processing software, writings or
other material(s), regardless of the physical form, characteristics, or means of transmission of PRC
are subject to the provisions of Chapter 119, Florida Statutes, and may not be destroyed without
the specific written approval of the City's designated custodian of public records.
IF THE PRC HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA
STATUTES, TO THE PRC'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS
AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, THE CITY CLERK, AT (321)
868-1220, cityclerk@cityofcapecanaveral.org, P.O. Box 326, Cape Canaveral, FL 32920.
PRC is required to and agrees to comply with public records laws. PRC shall keep and maintain
all public records required by the City to perform the services as agreed to herein. PRC shall
provide the City, upon request from the City Clerk, copies of the requested records or allow the
records to be inspected or copied within a reasonable time at a cost that does not exceed the
cost provided by law. PRC shall ensure that public records that are exempt or confidential and
exempt from public records disclosure requirements are not disclosed except as authorized by
law for the duration of the Agreement term. Upon completion of the Agreement, PRC shall
transfer to the City, at no cost, all public records in possession of the PRC, provided the transfer
is requested in writing by the City Clerk. Upon such transfer, PRC shall destroy any duplicate
public records that are exempt or confidential and exempt from public records disclosure
City of Cape Canaveral
Vacation Rental Agreement
Page 7 of 15
requirements. However, if the contractor keeps and maintains public records upon completion
of the contract, the PRC shall continue to keep and maintain the public records upon completion
of the Agreement and shall meet all applicable requirements for retaining public records. All
records stored electronically must be provided to the City, upon request from the City Clerk, in
a format that is compatible with the information technology systems of the City. Should the
City not possess public records relating to this Agreement which are requested to be inspected
or copied by the City or any other person, the City shall immediately notify PRC of the request
and the PRC shall then provide such records to the City or allow the records to be inspected or
copied within a reasonable time. If the PRC does not comply with a public records request, the
City may enforce this Section to the extent permitted by law. PRC acknowledges that if the PRC
does not provide the public records to the City within a reasonable time, the PRC may be subject
to penalties under Section 119.10, Florida Statutes. The PRC acknowledges that if a civil action
is filed against the PRC to compel production of public records relating to this Agreement, the
court may assess and award against PRC the reasonable costs of enforcement, including
reasonable attorney fees if the court determines that PRC unlawfully refused to comply with the
public records request within a reasonable time; and at least eight (8) business days before filing
the action, the plaintiff provided written notice of the public records request, including a
statement that the PRC has not complied with the request, to the City and to PRC. A notice
complies with this section if it is sent to the City's custodian of public records and to PRC at
PRC's address listed on its contract with the City or to PRC's registered agent. Such notices must
be sent by common carrier delivery service or by registered, Global Express Guaranteed, or
certified mail, with postage or shipping paid by the sender and with evidence of delivery, which
may be in an electronic format. PRC shall not liable for the reasonable costs of enforcement if
PRC complies with a public records request within eight (8) business days after the notice is sent.
All public records in connection with this Agreement shall, at any and all reasonable times during
the normal business hours of the PRC, be open and freely exhibited to the City for the purpose
of examination, audit, or otherwise. Failure by PRC to grant such public access and comply with
public records laws and/or requests shall be grounds for immediate unilateral cancellation of
this Agreement by the City upon delivery of a written notice of cancellation. If the PRC fails to
comply with this Section, and the City must enforce this Section, or the City suffers a third party
award of attorney's fees and/or damages for violating Chapter 119, Florida Statutes, due to
PRC's failure to comply with this Section, the City shall collect from PRC prevailing party
attorney's fees and costs, and any damages incurred by the City, for enforcing this Section
against PRC. And, if applicable, the City shall also be entitled to reimbursement of all attorneys'
fees and damages which the City had to pay a third party because of the PRC's failure to comply
City of Cape Canaveral
Vacation Rental Agreement
Page 8 of 15
with this Section. The City agrees to indemnify and hold harmless the PRC, its employees,
attorneys and officers, from and against all claims, losses, damages, or liability (including
reasonable attorney's fees), directly or indirectly arising from, or out of the City's failure to
produce to a requestor public records which the PRC timely provided to the City for production
to such requestor in response to a request to inspect or copy public records relating to this
Agreement. The terms and conditions set forth in this Section shall survive the termination of
this Agreement.
10. Audit and Inspection.
A. All PRC's records with respect to any matters covered by this Agreement shall
be made available to the City, at any time during normal business hours, as
often as the City deems necessary, to audit, examine, and make excerpts or
transcripts of all relevant data in order to determine PRC's compliance with the
terms and conditions of this Agreement. Any deficiencies noted in audit reports
must be fully cleared by PRC within thirty (30) days after receipt by PRC. Failure
of PRC to comply with the above audit requirements will constitute a material
breach of this Agreement and may result, at the sole discretion of the City, in
the termination of this Agreement. Any incomplete or incorrect entry in PRC's
records shall be a basis for the City's disallowance and recovery of any payment
upon such entry.
B. In addition, PRC shall respond to the reasonable inquiries of any successor
companies and allow such successor companies to receive records relating to
matters of continuing significance to the City. In addition, PRC shall provide a
complete copy of all records to the City, prior to any final payment, in
accordance with this Agreement.
11. Provision of Services is a Private Undertaking. With regard to any and all Services
performed hereunder, it is specifically understood and agreed to by and between the parties
hereto that the contractual relationship between the City and PRC is such that PRC is an
independent contractor and not an agent of the City. PRC, its members, employees,
contractors, partners, agents, and their employees are independent contractors and not
employees of the City. Nothing in this Agreement shall be interpreted to establish any
relationship other than that of an independent contractor, between the City and PRC, its
members, contractors, partners, employees, or agents, during or after the performance of
City of Cape Canaveral
Vacation Rental Agreement
Page 9 of 15
the Services under this Agreement.
This Agreement shall not be construed as creating any joint employment relationship
between PRC and the City and the City will not be liable for any obligation incurred by PRC,
including but not limited to unpaid minimum wages and/or overtime premiums.
12. Notices. Whenever any party desires to give notice unto any other party, it must be
given by written notice, sent by registered United States mail, with return receipt requested,
hand delivery or facsimile transmission with receipt of delivery, addressed to the party for
whom it is intended and the remaining party, at the places last specified, and the places for
giving of notice shall remain such until they shall have been changed by written notice in
compliance with the provisions of this section. Notice shall be deemed to have been given
upon receipt. For the present, PRC and the City designate the following as the respective
places for giving of notice:
City:
Copy To:
City of Cape Canaveral
Attention: Todd Morley
100 Polk Avenue
P.O. Box 326
Cape Canaveral, Florida
32920
(321) 868-1220
Anthony A. Garganese, City Attorney
Garganese, Weiss, D'Agresta & Salzman, P.A.
111 North Orange Avenue, Suite 2000
P.O. Box 2873
Orlando, Florida 32801
(407) 425- 9566
PRC: David Mulberry, President/CIO
Property Registration Champions, LLC
2725 Center Place
Melbourne, Florida 32940
(321) 421-6639
13. Assignment. This Agreement, or any interest herein, shall not be assigned,
City of Cape Canaveral
Vacation Rental Agreement
Page 10 of 15
transferred or otherwise encumbered, under any circumstances, by PRC without the prior
written consent of the City.
14. Amendment. It is further agreed that no modification, amendment or alteration in
the terms or conditions contained herein shall be effective unless contained in a written
document executed with the same formality and of equal dignity herewith.
15. Contingent Fees. The parties acknowledge that there are no contingent fees payable
or owed under this Agreement.
16. Binding Authority. Each person signing this Agreement on behalf of either party
individually warrants that he or she has full legal power to execute this Agreement on behalf
of the party for whom he or she is signing, and to bind and obligate such party with respect
to all provisions contained in this Agreement.
17. Laws and Ordinances. PRC shall observe all laws and ordinances of the City, county,
state, federal or other public agencies directly relating to the Services being conducted
pursuant to this Agreement.
18. Equal Employment Opportunity. In the performance of this Agreement, PRC shall
not discriminate against any firm, employee or applicant for employment or any other firm
or individual in providing services because of sex, age, race, color, religion, ancestry or
national origin.
19. Waiver. Any failure by City to require strict compliance with any provision of this
Agreement shall not be construed as a waiver of such provision, and City may subsequently
require strict compliance at any time, notwithstanding any prior failure to do so.
20. Severability. If any provision of this Agreement or application thereof to any person
or situation shall to any extent, be held invalid or unenforceable, the remainder of this
Agreement, and the application of such provisions to persons or situations other than those
as to which it shall have been held invalid or unenforceable shall not be affected thereby,
and shall continue in full force and effect, and be enforced to the fullest extent permitted
by law.
21. Choice of Law, Venue. This Agreement has been made and entered into in the State
City of Cape Canaveral
Vacation Rental Agreement
Page 11 of 15
of Florida, County of Brevard, and the laws of the State of Florida shall govern the validity
and interpretation of this Agreement and the performance due hereunder. The parties agree
that venue shall be exclusively in Brevard County, Florida, for all state court actions or disputes
which arise out of or based upon this Agreement, and in Orlando, Florida for all federal court
actions or disputes which arise out of or are based upon this Agreement.
22. Attorney's Fees. Except as otherwise provided by law, should either party bring an action
to enforce any of the terms of this Agreement, each party shall bear its own costs and expenses
of such action including, but not limited to, reasonable attorney's fees, whether at settlement,
trial or on appeal.
23. Entire Agreement. This Agreement represents the entire and integrated agreement
between the City and the PRC and supersedes all prior negotiations, representations or
agreements, either written or oral.
24. Sovereign Immunity. The City intends to avail itself of the benefits of Section 768.28,
Florida Statutes and any other statutes and common law governing sovereign immunity to
the fullest extent possible. Neither this provision nor any other provision of this Agreement
shall be construed as a waiver of the City's right to sovereign immunity under Section 768.28,
Florida Statutes, or other limitations imposed on the City's potential liability under state or
federal law. PRC agrees that City shall not be liable under this Agreement for punitive
damages or interest for the period before judgment. Further, City shall not be liable for any
claim or judgment, or portion thereof, to any one person for over two hundred thousand
dollars ($200,000), or any claim or judgment, or portion thereof, which, when totaled with
all other claims or judgments paid by the State or its agencies and subdivisions arising out
of the same incident or occurrence, exceeds three hundred thousand dollars ($300,000).
Nothing in this Agreement is intended to inure to the benefit of any third party for the
purpose of allowing any claim which would otherwise be barred under the doctrine of
sovereign immunity or by operation of law. This paragraph shall survive termination of this
Agreement.
25. No City Obligation for Funds. No provision in this Agreement shall be construed as
requiring the City to provide any funds to PRC.
26. Headings. All headings in this Agreement are for convenience only and shall not be
used to interpret or construe its provisions.
City of Cape Canaveral
Vacation Rental Agreement
Page 12 of 15
27. No Joint Venture. No provision contained herein shall be construed as creating a joint
venture between the parties.
28. Professionalism and Standard of Care. PRC shall do, perform and carry out in a
professional manner all Services required to be performed by this Agreement. PRC shall also use
the degree of care and skill in performing the Services that are ordinarily exercised under similar
circumstances by reputable members of professional service providers working in the same or
similar locality as PRC.
29. City Logo. The City shall provide PRC a copy of the City's logo to be used only for
purposes of providing the Services required by Paragraph 2 of this Agreement. The City reserves
the right to suspend or terminate PRC's use of the City's logo at any time. No other use of the
City's logo shall be permitted without the express written consent of the City.
30. Limitations of Liability. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT,
INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS,
REVENUE, DATA, OR DATA USE.
31. Integration. The drafting, execution, and delivery of this Agreement by the parties have
been induced by no representations, statements, warranties, or agreements other than those
expressed herein. This Agreement embodies the entire understanding of the parties, and there
are no further or other agreements or understandings, written or oral, in effect between the
parties relating to the subject matter hereof unless expressly referred to herein.
IN WITNESS WHEREOF, this Agreement is entered into as of the day and year the last
party signs this Agreement as stated below.
ATTEST:
Mia Goforth, City Clerk
CITY OF CAPE CANAVERAL
By: Todd Morley, City Manager
Date Approved by the City Council: 8/2/21
City of Cape Canaveral
Vacation Rental Agreement
Page 13 of 15
PROPERTY REGISTRATION CHAMPIONS, LLC.
By: David Mulberry, President/CIO
Date: 7/30/2021
City of Cape Canaveral
Vacation Rental Agreement
Page 14 of 15
EXHIBIT A
SCOPE OF SERVICES
EXHIBIT "A"
PROCHAM PS
Short -Term Rental Program
"Uniquely Capable Platform"
[round 6-step process diagram graphic]
Identify
Contact
Collect
Enforce
PROCHAMPS 6 step process for managing the
Short -Term Rental Property Registration Program
for the City of Cape Canaveral, FL
• Collect and Review Property Evidence
• Report on Identified Short -Term Rental Property
Risks
• Once identifed PROCHAMPS will contact all
responsible parties with an obligation to register.
• PROCHAMPS will ensure, for all identified STR
properties, that we maintain accurate and current
Owners contact information for compliance out-
reach activities.
• Collect all registration fees, fines and
late fees on behalf of the community.
• PROCHAMPS will remit all collected registra-
tion fees, fines and late fees back to the commu-
nity in the form of a monthly remittance check.
• Determine Properties Eligible for
Enforcement.
• Track enforcement cases & mile-
stones.
Analyze Property Risk and Compliance
Trends.
View Current Property Risk and Compliance
Monitor Status.
Support
• Support- is provided to City Staff' by offering
training of the system, web meetings, support
tickets, and live chat options.
PROCHAMPS provides a 24/7/365 Hot Line for
resident complaints and concerns upon request.
EXHIBIT A
Scope of Services
PROCHAMPS:
Prochamps commits to the following understanding and scope of services:
1. Will operate a Hotline to receive non -anonymous resident concerns and report those concerns to the appropriate
designee as directed by the community. Anonymous concerns will not be acted upon. Those contacts may include but
not be limited to the owner/property manager, code enforcement, and/or Police/Sheriff. In addition, the complaint is
stored in our system with the remainder of the property detail information.
2. Shall follow the requirements of the City Code.
3. Will execute a Website Link Agreement with the City and meet all the City security and anti -virus requirements.
4. Will be able to accept registrations within 30 days and pay all related expenses and administrative costs.
5. Will proactively contact those that are subject to the City's Code via email, postcard or letter applicable to type
of `'At -Risk" property and responsible parties.
6. Will provide electronic registration for parties responsible for registering subject to the City Code.
7. Will investigate, report, or take corrective measures monthly to update property status of all subject property
electronically registered and in compliance with the relevant Code. It is understood that court actions are administered
and prosecuted by the City and PROCHAMPS may assist, if desired, for additional revenue sharing.
8. Will continue to charge each applicant no more than the amount prescribed by the ordinance (per property) to
register all responsible parties who comply with the ordinance.
9. Will remit the agreed upon portion of the unearned registration fee, in consideration of the services provided,
and provide the prior month's reports, no later than the fifteenth (15th) day of each month to the designated party within
the City.
10. Understands that all information collected by PROCHAMPS from registering parties in connection with the
registration of a property shall be the property of the City, and shall be provided to City within seven (7) business days,
upon the City's request and /or upon the termination of this agreement.
11. Understands that the City shall not be responsible for any fees associated with obtaining Responsible Party
information pursuant to the Registry.
12. Understands that the City shall have the right to audit the books, records, and accounts that are related to the
agreement upon 15 days written notice to PROCHAMPS.
13. Will load all real properties with current owner info as tracked by the property appraiser and tax assessor
within Cape Canaveral. We collect evidence to determine if a property is an STR, then confirm ownership and
owner contact information before sending compliance outreach.
14. Will provide detailed reports to Cape Canaveral of all STR listing evidence collected, properties identified.
compliance outreach, disputes, registration data and payments and compliance status. (Disputes - are initiated when
the responsible party disagrees with their obligation to register. The responsible party has the option to register,
dispute or request and an exemption when completing their registration form. All information related to a dispute
will be reported to the community for their opportunity to accept or decline the request to dispute.)
15. Will collect evidence, identify and notify any unregistered STR properties with an obligation to register as
well as those properties in violation of the community's regulatory requirements. Through the STR platform the
community has access to the listing report for all non -compliant properties and owner information. Additionally, we
electronically notify the community each time evidence of a new non -compliant property is located and each time
evidence is collected that a non -compliant property or a registered property is in violation of the city's regulatory
requirements. Reports shall be in a printable format, and suitable for use as evidence to support city code
enforcement efforts.
16. For the life of our contract we will scrape multiple web sites multiple times per week to collect any and all
evidence showing failure to register the STR unit and any and all evidence of violations of the city's regulatory
requirements.
In the event the City uses PROCHAMPS' Payment Administrative Services for enforcement, PROCHAMPS will
provide detailed tracking of the milestones to include when enforcement starts, when the certified notice of
violation is sent/delivered, when the hearing is conducted, what is the outcome and any settlement. PROCHAMPS
will also track all the evidence making up the case for enforcement.
17. We collect evidence of violations of the community's regulatory requirements, including the 7-day
minimum stay requirement, and notify any property owner/responsible party of their obligation to stay within the
community's 7-day minimum stay requirement. The community will have access to all property owners/responsible
parties who have been notified of this violation through our platforms reporting system. Additionally, the
community will receive electronic communication for each notification sent.
Attachment 2
[Flowchart]
18556824010 & 13214280628
You have reached the City of Cape Canaveral
Short Term Rental Tip Line. If this is an
emergency, please hang up and dial 911. This
Tip Line is for reporting code violations
specifically related to Short Term Rentals. Calls
may be recorded for quality and training
purposes. Please note that anonymous tips
cannot be acted upon. If you are calling to
submit a new report, please press 0 for further
assistance. If you are calling to add additional
information or check the status of an existing
report, please go to our website
prochamps.com/hotline/capecanaveral. You
will need to have your report number available.
Thank you for calling the Short
Term Rental Tip Line, would you
like to submit a report?
Submit A Report
Update a Report
Check the Status of A Report
In order to continue, you will
need to provide your name and
contact information.
Do you agree to leave your
name and contact
inormation(Address)?
Yes
Please leave your
contact information:
Name:
Phone number:
Email:
Address:
I am sorry, but Florida
Law does not allow
anonymous requests
relating to code
enforcement.
Please visit
prochamps.com/hotline/capeca
naveral and enter your incident
numbe Please add any new
information directly to the
online form. Thank you for
May I have the complete address for the short term rental you are reporting?
Address (Database)
Building Number
Unit Number
City/Zip
What Type of Incident are you reporting? (Pick List)
If Other: In one or two words, what is the issue you are reporting?
If Parking: Are the parked cars blocking any driveways or the sidewalk? (Y/N)
When did the incident occur?
Would you like to leave any additional information?
Thank you for reporting your complaint to the hotline. If the incident property is a registered
STR, then the local contact will be notified to take corrective action and an email will be
forwarded to the City of Cape Canaveral Code Enforcement Division. If it is not registered then
this report will be immediately escalated to Cape Canaveral Code Enforcement . If the status of
your incident has not changed in 1 hour, please call us back. After 1 hour, please check
prochamps.com/hotline/capecanaveral to check the status or add information to the incident
report.
Your Report Number is: xxxxxxxx. Please make a note of this Report Number in case you need to
submit additional information or change the information in your report. I will repeat: your Report
Number is: xxxxxxxxx. At this point, this concludes our call. Thank you and goodbye.
Do you have the report number
that was provided when you
submitted the report?
No
Yes
If you do not have the report number we are
unable to update the Tipline. Your call will
now be routed to the "Submit A Report"
option.
Pick List for complaint type: Excessive Noise, Parking, Garbage, Suspected Drug Abuse,
Suspected Trespassing, Other
Soft handoff for Noise, 5:OOPM - 8:30AM, Sheriff, Weekend Sheriff, National Holitay
Parking always soft handoff to sheriff
Report Number
Name
Number
Address
Email
Additional Info
You can check the status of an incident at
prochamps.com/hotline/capecanaveral. Please add your
new information online directly to this form. Thank you for
If property not registered : Email Code
Enforcement and give ticket
information.
End Call
If property is registered: Call property
contact.
If answered: Inform property contact of
incident
If no answer: leave message about
incident
End Call
CITY OF
CAPE CANAVERAL
CITY COUNCIL SPECIAL MEETING • DECEMBER 7, 2021
AGENDA ITEM SUMMARY • ITEM # 3
Subject: Review of proposed purchase of 7404 North Atlantic Avenue (Civic Hub project f/k/a The
Promenade).
Department: Community and Economic Development
Summary: At its November 16, 2021 Regular Meeting, City Council added a discussion item to its
Agenda to discuss the proposed purchase of property (see Sale and Purchase Contract, Attachment
1) for the development of the Civic Hub located at 7404 N. Atlantic Avenue. The purchase
agreement was previously approved on September 21, 2021 by City Council, with a 90-day due
diligence period which commenced on the effective date of September 27, 2021.
At the conclusion of the discussion, Council directed Staff to schedule a Special Meeting and
prepare additional information for its review related to the proposed purchase. Specifically, the
following items were requested:
1. Gather background on the financial ramifications of prepayment of the $1.2M Capital
Improvement Note from Mr. Jeff Larson, the City's Financial Advisor (Attachment 2).
2. Request a legal opinion from the City Attorney regarding termination of the Council -
approved final Sale and Purchase Contract for the property (Attachment 3).
3. Review and discuss the draft lease agreement (Attachment 4).
4. Review of the abridged draft minutes for the November 16, 2021 Regular City Council
Meeting (Attachment 5).
Staff requests Council direction on the discussed items.
Submitting Department Director: David Dickey Date: 11/30/21
Attachments:
1. Signed Contract for Purchase and Sale
2. Jeff Larson Memo — November 22, 2021
3. Anthony Garganese Email — November 24, 2021
4. Draft Short -Term Lease Agreement
5. Abridged Draft Minutes - November 16, 2021 Regular Council Meeting
Financial Impact: Staff time and effort to prepare this agenda item.
Reviewed by Administrative/Financial
Services Director: John DeLeo Date: 11/30/21
The City Manager recommends the City Council take the following action:
Provide guidance on the discussed items.
Approved by City Manager: Todd Morley Date: 11/30/21
Attachment 1
CONTRACT FOR PURCHASE AND SALE
THIS CONTRACT FOR PURCHASE AND SALE ("Contract") is made by and between
WILLIAM J. SCHARLAU, a single man (hereinafter referred to as "Seller"), with a principal
address of 4660 Brentwood Drive, Cocoa, FL 32927, and the CITY OF CAPE CANAVERAL,
FLORIDA, a Florida municipal corporation, ("Buyer") with a principal address of 100 Polk Avenue,
Cape Canaveral, FL 32920. For and in consideration of a valuable sum in dollars, the premises and the
mutual covenants and obligations created hereby, as well as other good and valuable considerations,
Buyer agrees to buy and Seller agrees to sell the following described real property subject to and upon
the terms and conditions set forth below. The effective date of this Contract (the "Effective Date")
shall be the date upon which the last of Seller and Buyer shall have signed this Contract.
ARTICLE I - PROPERTY
The real property (the "Property") which is the subject matter of this Contract consists of a
parcel of land and building located in the City of Cape Canaveral, Brevard County, Florida, and being
more fully described in Exhibit "A" attached hereto and made a part hereof.
ARTICLE II - PURCHASE PRICE
Purchase Price. The purchase price (the "Purchase Price") for the Property shall be Nine
Hundred Twenty -Five Thousand and 00/100 ($925,000.00). No deposit is required.
ARTICLE III - CLOSING AND CLOSING DATE; TENANTS
3.1 Closing. The transaction contemplated by this Contract shall be closed (the "Closing"),
the Purchase Price applied to closing costs and the deed, and the exclusive possession of the Property,
free of all occupants including, but not limited to, any existing tenants, shall be delivered to Buyer at
Closing. The closing date shall be on or before 90 days following the Effective Date.
3.2 Existing Tenants. Upon execution of this Agreement by the City, Seller shall
provide written notice to any existing tenants that the Property is pending sale to the City in
accordance with this Agreement, and if Closing occurs, any existing tenant desiring to maintain their
current month -to -month lease will be required to execute an assignment of the month -to -month lease
with the City on a lease form provided by the City prior to the date of Closing. Otherwise, the Seller
shall require the tenant to vacate the leased premises no later than three (3) days prior to the date of
Closing. If any of the tenants refuses to execute the assignment of lease form with the City or vacate
the Property within said time period, Buyer shall have the right to extend the date of Closing upon
written notice to Seller, by up to thirty (30) days, in order for the parties to effectuate the requirements
of this Section. Any other extensions shall be by mutual agreement of the parties.
3.3 Prohibiting Future Tenants. During the term of this Agreement, Seller shall not allow
any additional tenants to occupy the Property, nor shall Seller enter into any agreement or take any
action that allows the occupancy of the Property by any other party at any time after the Effective Date
of this Agreement.
ARTICLE IV - TERMS AND CONDITIONS
The additional terms and conditions of this Contract are as follows:
4.1. Evidence of Title. Buyer, at Buyer's expense and within thirty (30) days from the
Effective Date, shall obtain a title insurance commitment (the "Title Commitment") to issue an ALTA
Owner's Title Insurance Policy from a title insurance company acceptable to Buyer (the "Title
Insurance Company") in the amount equal to Purchase Price, naming Buyer as the proposed insured.
The Title Commitment shall show good, marketable and insurable fee simple title to the Property to be
vested in Buyer, liens, encumbrances, exceptions and qualifications which will not interfere with or
impair the Property's use for public purposes; exceptions permitted by the provisions of this Contract;
and those exceptions which are capable of and are actually to be discharged by Seller at or before
Closing (all other exceptions to title being deemed title defects for purposes of this contract). Legible
and complete copies of all instruments listed as exceptions to title (commonly identified as Schedule
B-II exceptions in the Title Commitment) shall be delivered with the Title Commitment. If title is
found to be defective, Buyer shall, within ten (10) days from the date it receives the Title Commitment,
notify Seller in writing to that effect specifying the defects. Seller shall have twenty (20) days from the
receipt of Buyer's notice specifying the title defects to cure the defects and, if after said period Seller
shall not have cured the defects, or if Seller shall not have progressed to a point where the defects are
certain to be remedied prior to Closing, or where the removal of such defects is not otherwise assured
to Buyer's satisfaction, Buyer shall have the option of (i) accepting the title "as is" or (ii) terminating
the Contract after which Buyer and Seller shall each be released from all further obligations to each
other respecting matters arising from this Contract.
4.2. Survey. Buyer may, at Buyer's expense, obtain a survey of the Property (the "Survey")
prepared by a licensed Florida land surveyor dated no earlier than thirty (30) days before Closing, or in
the alternative, an update of an earlier survey re -dated to a point in time no earlier than the last thirty
(30) days. If the Survey shows any encroachments onto the Property and/or improvements located
outside its boundaries or encroachments by improvements principally located on the Property over
required setback lines or over onto the property of others or onto any public right-of-way adjacent to
the Property, or if it is apparent that the Property violates existing title covenants and/or applicable
zoning laws or ordinances, Buyer shall notify Seller in writing to that effect specifying the defects.
Seller shall have until thirty (30) days from receipt of Buyer's notice specifying the Survey defects in
which to cure such defects. If after said period Seller shall not have cured the defects, or if Seller shall
not have progressed to a point where the defects are certain to be remedied at or prior to Closing,
Buyer shall have the option of (i) accepting the condition of the Property as disclosed in the Survey in
an "as is" condition, or (ii) terminating the Contract, thereupon Buyer and Seller shall each be released
from all further liabilities and obligations to each other with respect to all matters arising from this
Contract.
At Closing, Seller will furnish Buyer with an Affidavit Regarding Survey (i) testifying to the
absence of any encroachments not shown on the survey; and (ii) testifying that Seller has not granted
or caused to be granted any license to use or any right to enter upon the Property.
4.3. Conveyance. Seller shall convey title to the Property to Buyer by Warranty Deed (the
2
"Deed"), subject only to: (i) taxes for the year of Closing; and (ii) matters disclosed in the title
evidence provided to and accepted or deemed accepted by Buyer.
4.4. Closing Affidavit. At the Closing, Seller shall furnish Buyer with an affidavit (i)
testifying to the absence of any claims, encumbrances, taxes, assessments, liens or potential lienors
known to Seller not disclosed in the Title Commitment and Deed, (ii) further attesting that there have
been no improvements to the Property by or through Seller for the ninety (90) day period immediately
preceding the date of Closing, the cost of which remains unpaid, (iii) agreeing to take no action prior to
recording the Deed which would adversely affect the title to the Property, (iv) testifying that
possession of the Property is subject only to those matters accepted by Buyer pursuant to the terms
hereof, if any, and that Seller is otherwise in exclusive, peaceable and undisputed possession of the
Property, and (v) testifying that there are no actions or proceedings now pending in any state or federal
court to which Seller is a party including, but not limited to, proceedings in bankruptcy, receivership or
insolvency, which would affect the Property, the title to the Property or Seller's ability to close on the
sale of the Property to Buyer except as disclosed in the Title Commitment. Seller shall also furnish
such other evidence, affidavits or information required by the Title Insurance Company so that the
Title Insurance Company will be able to eliminate all standard exceptions from the Title Commitment
at Closing, except for taxes for the year of Closing which are not yet due or payable.
4.5. Place of Closing. Closing shall be held by express courier or at the offices of the title
agent or at Garganese, Weiss, D'Agresta & Salzman, P.A. or such other location as is mutually agreed
upon by Buyer and Seller.
4.6. Documents for Closing. Buyer's attorney or title agent shall prepare the Deed, Seller's
affidavit, closing statement, and any corrective instruments that may be required in connection with
perfecting title.
4.7. Expenses. State documentary tax for the Deed and the cost of recording all corrective
documents needed to complete the transaction shall be borne by Buyer. Buyer shall also pay for the
title insurance premium, recording the Deed and all fees and expenses arising from or associated with
the simultaneous issuance of a lender's title insurance commitment and policy, if any, and any and all
endorsements to such policy required by its lender.
4.8. Proration of Taxes; Real and Personal. Taxes shall be prorated based upon the
current year's tax based on the highest discount available at Closing. If the Closing occurs on a date
when the current year's taxes are not fixed and the current year's assessment is available, taxes will be
prorated based upon such assessment and the prior year's millage. If the current year's assessment is
not available, then taxes will be prorated based on the prior year's tax; provided, however, if there are
completed improvements on the Property by January 1st of the year of Closing, which improvements
were not in existence on January 1st of the prior year, then the taxes shall be prorated to the date of
Closing based upon the prior year's millage and an equitable assessment to be agreed upon between the
parties, failing which request will be made to the county tax assessor for an informal assessment. If the
Property is assessed as part of a larger tract of land and a "cut out" is not available from the tax
assessor at the time of Closing, the taxes for the Property shall be estimated and prorated based upon
the ratio of the size of the Property in relation to the overall tract of which the Property forms a part,
taking into consideration matters of zoning as described in the tax assessor's records. Any tax
3
proration based on an estimate may, at the request of either party, be subsequently readjusted upon
receipt of the actual tax bill. Title Agent shall ensure compliance with Fla. Stat. 196.295 at settlement,
and Buyer shall be responsible for any real and personal property taxes billed with respect to the
Property after Closing. This provision for reproration shall survive the Closing.
4.9. Special Assessment Liens. Special assessment liens which are certified, confirmed
and ratified as of the date of Closing are to be paid by Seller. Special assessment liens which are
certified, confirmed and ratified but payable in installments post Closing shall be paid in full by Seller
at Closing. Special assessment liens pending as of the date of Closing shall be assumed by Buyer;
provided, however, that if the improvements which form the basis for such special assessment are
substantially completed as of the date of Closing they shall be deemed to have been certified,
confirmed or ratified and Buyer shall, at Closing, be credited with an amount equal to the last estimate
of the assessment for the improvement made by the appropriate public body.
4.10. Default. If Buyer fails to perform any of Buyer's covenants set forth in this Contract,
the Deposit, if any, shall be paid to and retained by and for the account of Seller as agreed upon
liquidated damages and in full settlement of any claims whatsoever. If Seller fails to perform any of
Seller's covenants set forth in this Contract or fails to convey the Property when Seller is obligated to
do so in accordance with the terms hereof, Buyer shall have, as its sole and exclusive remedies, the
election of either (i) demanding and receiving a refund of the Deposit, if any, immediately or (ii) the
right of specific performance against Seller.
4.11. Severability. If any one or more of the provisions of this Contract is held invalid,
illegal or unenforceable, the remaining provisions of this Contract shall be unimpaired, and the
remaining provisions of this Contract shall be construed to best carry out the original intent of the
parties hereto.
4.12. Complete Agreement. This Contract evidences the complete understanding of the
parties hereto as respects the matters addressed herein. No agreement or representation, unless set
forth in this Contract, shall bind either of the parties hereto.
4.13. Notices. Notices to Seller and Buyer shall be deemed delivered (i) when hand
delivered, or (ii) one (1) business day following delivery to an express delivery courier, such as
Federal Express, or (iii) three (3) days following deposit in U.S. mail, certified, return receipt
requested. Notice shall be given to the following addresses:
To Seller:
To Buyer:
With copy to:
William J. Scharlau
4660 Brentwood Drive
Cocoa, FL 32927
City of Cape Canaveral
Attention: Todd Morley, City Manager
100 Polk Avenue
Cape Canaveral, FL 32927
Anthony A. Garganese
4
City Attorney
Garganese, Weiss, D'Agresta & Salzman, P.A.
111 N. Orange Ave., Suite 2000
Orlando, FL 32801
4.14. FIRPTA - Right to Withhold. If Seller is a "foreign person" as defined by FIRPTA,
Section 1445 of the Internal Revenue Code, Buyer is required to withhold up to 15% of the amount
realized by the Seller on the transfer and remit the withheld amount to the Internal Revenue Service
(IRS) unless an exemption to the required withholding applies or the Seller has obtained a Withholding
Certificate from the IRS authorizing a reduced amount of withholding. Due to the complexity and
potential risks of FIRPTA, Buyer and Seller should seek legal and tax advice regarding compliance,
particularly if an "exemption" is claimed on the sale of residential property for $300,000 or less.
Seller agrees that Buyer may deduct and withhold from the Purchase Price provided in Article II
hereof, a tax in the amount of up to fifteen percent (15%) of the amount realized (as that term is used
in Section 1445(a) of the Internal Revenue Code) by Seller pursuant to this Contract, except upon the
occurrence of either (A) or (B) below:
(A) At or prior to Closing, Seller provides to Buyer a Certificate of Non -Foreign
Status or a Non-USRPHC Statement described in and complying with Section 1445(b)(2) or
(3) of the Internal Revenue Code of 1986, as amended (the "Code") (all references to Section
or the Code include any successor provisions thereto and any Treasury Regulations
promulgated in connection thereto) and Buyer has no knowledge or notice that such Certificate
or Statement is false; or
(B) At or prior to Closing, Buyer received a withholding certificate described in
Temp. Treas. Reg. Section 1.1445-3T or Rev. Proc. 85-41.
Buyer agrees that any amount deducted and withheld pursuant to this Section shall be remitted
to the Internal Revenue Service in accordance with Section 1445 of the Code and the Regulations
thereunder.
4.15. Environmental Status. Seller warrants and represents to Buyer that, to Seller's
knowledge, (i) the Property is free of all hazardous waste or substances except as maybe permitted by
applicable law; (ii) that the Property has been operated and maintained in compliance with all
applicable environmental laws, statutes, ordinances, rules and regulations; (iii) no other release of any
hazardous waste or substances has taken place on the Property, (iv) no migration of hazardous waste or
substances has taken place from the Property which would cause the release of any hazardous waste or
substance on any adjoining lands or any other lands in the vicinity of the Property; and (v) there are no
bulk or underground tanks on or in the Property, and, no bulk or underground storage tanks have ever
been located on or in the Property.
The term hazardous waste or substances shall include those substances included within the
definitions of "hazardous substances", "hazardous materials", "toxic substances", or "solid waste" in
CERCLA, RCRA, and the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq.,
and in the regulations promulgated pursuant to said laws or any replacement thereof; such other
substances, materials and wastes which are or become regulated under applicable local, state or federal
5
law, or which are classified as hazardous or toxic under federal, state, or local laws or regulations.
Seller has no notice or knowledge of the on -site existence of any "Endangered and Threatened
Species," flora and fauna as identified by the U.S. Fish and Wildlife Service's "List of Endangered and
Threatened Wildlife and Plants" as may be amended from time to time. Seller further warrants no
knowledge of the on -site existence of any upland conservation areas which are preserved, or may be
preserved, for the purposes of providing of wildlife habitat.
The provisions of this Section 4.15 shall survive the Closing or earlier termination of this
Contract.
4.16. Right of Inspection. During the term of this Contract, Buyer, its agents, employees and
representatives, may have access to the Property and the records of the Property (including those on
file with any governmental agency) at all reasonable times subsequent to the Effective Date of this
Contract with the right, at Buyer's expense, to inspect the Property and to conduct all tests and borings
thereon as Buyer, its licensed engineers, surveyors and the like shall deem reasonably necessary or
desirable to fulfill the tests and investigations contemplated by the Contract. Any entry on or to the
Property by Buyer or its authorized representatives pursuant to the provisions hereof shall be at the risk
of Buyer, and to the extent of the monetary limitations in Fla. Stat. 768.28, Buyer hereby indemnifies,
protects, and holds Seller harmless and agrees to defend Seller from and against any and all claims,
demands, losses, damages, and liabilities (including but not limited to personal injury and property
damage claims and mechanics' or other liens), together with related costs and expenses, including
reasonable attorney fees and litigation costs, caused by Buyer or Buyers' agents on or to the Property.
This does not waive Buyer's right to sovereign immunity. In addition, Buyer shall keep the Property
free from any liens which could arise as a result of the exercise by Buyer of any of its rights hereunder.
4.17. WAIVER OF TRIAL BY JURY. SELLER AND BUYER HEREBY MUTUALLY,
VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A
TRIAL BY JURY REGARDING ANY LITIGATION BASED OR ARISING OUT OF, UNDER OR
IN CONNECTION WITH THIS CONTRACT OR ANY AGREEMENT CONTEMPLATED TO BE
DELIVERED IN CONJUNCTION THEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF EITHER
PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR EACH OF SELLER AND
BUYER ENTERING INTO THIS CONTRACT.
ARTICLE V - SPECIAL CONDITIONS
Seller has made a limited number of representations and warranties to Buyer in this Contract.
In consideration of Buyer waiving additional conditions, representations or warranties from Seller,
Seller and Buyer hereby agree as follows:
5.1. Time for Acceptance of Offer; Condition Precedent. Buyer's obligation to
commence performance and close under this Contract shall be subject to the satisfaction of the
following conditions precedent enumerated below. In the event any one of these conditions is not
satisfied for any reason whatsoever, then this Contract shall terminate, and Buyer and Seller shall be
fully relieved from all further rights and responsibilities under this contract.
6
(A) The complete execution of this Contract by Seller and Buyer and the approval
of this Contract by Buyer's City Council.
(B) No action, suit, proceeding, or official investigation shall have been threatened,
announced, or commenced by any person or federal, state or local government authority or
agency that seeks to enjoin, assess civil or criminal penalties against, or obtain any judgment,
order,. or consent decree, with respect to either party hereto, in connection with their
respective representations and obligations under this Contract.
5.2. Inspection Period. Buyer shall have until the date of Closing (herein the "Inspection
Period") in which to conduct an investigation of the Property, including, by way of illustration and not
in limitation and subject to Section 4.16: inspections as to the physical condition of the Property,
inspections to verify that any and all tenants have vacated the Property, investigate the availability of
utilities, status of zoning or ability to rezone, zoning codes, building codes, physical condition and any
other condition or characteristic of the Property which Buyer may deem necessary or relevant to Buyer
in purchasing the Property. Should Buyer for any reason become dissatisfied or concerned with the
result of any such investigation, search, inquiry or report as contemplated hereby, then Buyer may,
prior to the expiration of the Inspection Period, terminate this Contract by written notice thereof to
Seller. Notwithstanding anything to the contrary contained herein, if Buyer has not terminated this
Contract by written notice delivered to Seller prior to Closing, then the Deposit (if any) shall be
applicable to the Purchase Price but non-refundable, other than pursuant to Section 5.1 hereof, except
in the event of a default by Seller hereunder.
5.3. Delivery of Materials. Within five (5) days after the Effective Date of this Contract,
Seller shall deliver to Buyer copies of all existing studies, tests, environmental audits, soil borings
results, surveys, site plans, reports, plans, permits, petitions, warranties, applications, certificates,
reservations, agreements, development orders, approvals, maps, aerials and related materials in its
possession relating to the Property.
5.4. Brokerage. Buyer and Seller represent to each other that neither party has dealt with or
engaged a broker with respect to the transaction contemplated herein. Each party hereby agrees to
indemnify the other from and against any claim for brokerage commission or finder's fee asserted by
any other person, firm or corporation claiming by, through or under said party.
5.5. Seller Warranties. During the period that this Contract is in effect, Seller shall
maintain the Property in its current condition, reasonable wear and tear excepted.
5.6. Seller Not to Convey. Seller shall not convey any interest in the Property after the
signing of this Contract without the prior joinder and written consent of the Buyer.
5.7. Extensions of Closing Date. Buyer shall have the unilateral and absolute right to
exercise one thirty (30) day extension of the Closing Date. Buyer shall exercise the extension by
providing at least three (3) days written notice to Seller. Any other extension shall be by mutual
agreement of the parties.
7
5.8. Waiver/Time. The waiver of any breach of any provision hereunder by Buyer or Seller
shall not be deemed to be a waiver of any preceding or subsequent breach hereunder. No failure to
delay of any party in the exercise of any right given hereunder shall constitute a waiver thereof nor
shall any partial exercise of any right preclude further exercise thereof. Time is of the essence in this
Agreement as to all dates and time periods set forth herein. To the extent that the last day of any time
period stipulated in this Contract falls on a Saturday, Sunday or legal holiday (State or Federal), the
period shall run until the end of the next day which is neither a Saturday, Sunday or legal holiday. Any
time period of ten (10) days or less specified herein shall not include Saturdays, Sundays or legal
holidays. Where used herein, the term "business days" shall be those days other than Saturdays,
Sundays or legal holidays.
5.9. Headings; Entire Agreement; Governing Law. The headings contained in this
Contract are for reference purposes only and shall not affect in any way the meaning or interpretation
of this Contract. This Contract constitutes the entire agreement and supersedes all prior' agreements
and understandings, both written and oral, among the parties with respect to the subject matter hereof,
and this Contract maybe executed in separate counterparts, each of which shall be deemed an original,
and all which shall constitute one and the same instrument. This Contract shall be governed in all
respects, including validity, interpretation and effect, by the laws of the State of Florida.
IN WITNESS WHEREOF, the parties have executed this instrument as of the day and year
indicated below.
WITNESSES: SELLER:
Anita Stinnett
(print)
Karen Goff
(print)
William J. Scharlau
Date: 09/23/2021
8
WITNESSES:
Daniel LeFever
(print)
Jennifer Coldiron
(print)
BUYER:
CITY OF CAPE CANAVERAL, FLORIDA
By:
Bob Hoog, Mayor
ATTEST:
By;
Mia Goforth, CMC,. CityClerk
Date:
9/27/2021
[CITY SEAL]
9
Attachment 2
November 23, 2021
To:Mr. John DeLeo, Director of Administrative Services
Mr. Todd Morley, City Manager
City of Cape Canaveral, Florida ("the City")
From:Jeff Larson, President, Larson Consulting Services
Nicole Larson Sydney, Vice President, Larson Consulting Services
Financial Advisor to the City
Re:Impact of Prepayment of$1,200,000 Capital Improvement Revenue Note, Series 2021
Following the approval of the 2021 Project by the City Council, and closing of the Series 2021
Bank Note, we have been asked to comment on the financial impact and other potential impacts
of the City prepaying this Note.
Ability to Prepay the Series 2021 Note- Typical Reasons for a Bank Repayment:
The ability to prepay was a condition of the City's Bank RFP, and the City has legal right to
prepay this Note per the Loan Agreement and Note approved by the City Council prior to
closing. Typically, a Bank Note is prepaid due to one of the following situations:
• The debt can be prepaid with a "financial debt service savings" that meet minimum Issuer
debt policies and GFOA standards. In this case, the fixed rate of 1.61% does not provide
for any potential savings, and rates have risen since the Bank was asked to fix the rate for
a period of time leading up to closing the Note on October 21 SY
• The debt needs to be prepaid in order to eliminate restrictive or outdated financial or
operating covenants. That is not the case here as this is a parity Note with similar City
approved terms as the existing Series 2014 and 2017 Notes. The City's strong financial
condition was verified by the consistently low rates from the six banks responding to the
RFP.
• The debt needs to be repaid due to financial changes with the issuer related to the
difficulty in paying the debt service, or legal or regulatory requirements. We have also
seen a case when an unforeseen grant is received post- closing that allows a client to
partially or fully prepay a Bank Note. We are not seeing any of these cases with the City
on the Series 2021 Note.
• The debt can be prepaid and refinancing with the terms of a longer term Bond financing
and line with the Issuer's updated Financing Plan. That is not the case here.
The Issuer can also decide to prepay the Note for other reasons, including a desire to not proceed
with the project. We understand that this is the potential reason here with a new City Council
considering not proceeding with the 2021 Project.
1
Financial and Other Impacts of Prenavinu the Note:
Our and Bond Counsel's due diligence, and the Bank's credit and legal approvals, all occurred
after the Note was approved with two Public Hearings and a Note Resolution prior to closing on
October 21st. The project had also been discussed and workshopped prior to the City authorizing
the release of the Bank RFP as a part of a multi-phased effort related to prior municipal projects
financed with the proceeds of the Series 2014 and 2017 Notes.
Financially, the City approved Cost of Issuance of up to $50,000 and these fees are
nonrefundable. The Note carries a prepayment cost from the Bank of 2% of the par amount of
the Note or $24,000. There may be additional fees and expenses related to a prepayment but we
would work with the City Attorney, Bond Counsel, Bank and Bank Counsel but expect these to
be manageable and less than $10,000. Please note that we have not discussed this matter yet with
Bond Counsel, or Bank or its counsel.
As Financial Advisor, if a prepayment is approved, we would work to prepare a prepayment
schedule and amount that includes the par amount of the Note, accrued interest from October 21 st
until the prepayment date, the prepayment costs from the Bank, and any other costs. We are not
privy to any other costs related to this project tied to the City's due diligence and legal efforts,
including consultants' expenses and City time, but they are also not recoverable.
It is difficult to measure the potential nonfinancial impacts of an early prepayment, as we do not
recall having a client proceed with a nonfinancial partial or full prepayment over the past 15
years. In terms of the reason for the prepayment, which would need to be disclosed to the Bank,
we would also work to mitigate any other potential future impacts related to the market's
response to a future bank or bond financing request.
Potential Impacts:
• The Note closing, and repayment of same, would need to be disclosed in the City's FYE
September 30, 2021 Audit as a post Financial Year End event. While not presenting any
material event to the City, we are not accustomed to having a client change its mind on a
project after prior approval other than the first four reasons cited above.
• This could present some additional discussions on a future financing request from a bank,
and reduce the number of respondents as a bank does spend time on reviewing and
responding to a Bank RFP and does not respond to every RFP.
• It would also be a point of discussion on a future bond financing in terms of discussions
with either rating agencies or a bond insurer.
The City does not currently have any rated bond debt. While it is unusual for a local government
to approve a project and then reverse its prior decisions in such a short time, this is clearly an
available option, and if so directed, we will work with Staff and the City Attorney to proceed
with this decision.
2
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
3
Attachment 3
From: Anthony A. Garganese
To: David Dickey; Todd Morley
Subject: Scharlau Contract for Sale And Purchase
Date: Wednesday, November 24, 2021 4:12:04 PM
Attachments: contract City Revised per Council 9.23.21 (fully executed).pdf
Importance: High
David,
The City Council will be conducting a Special Meeting on December 7, 2021 to have a global
discussion regarding the Cape Canaveral Civic Hub project and several related issues regarding the
pending closing and repayment of the $1.2 million dollar loan. One issue that may be discussed is
whether the new City Council can terminate the Contract for Sale And Purchase with William J.
Scharlau, dated September 21, 2021 ("Contract"), and not close on the acquisition of Property. A
copy of the Contract is attached.
Since the Contract was approved by the prior Council, we have been working with City staff and its
consultants to complete the due diligence required to close the transaction including obtaining and
reviewing all relevant property records related to the Property in the possession of the Seller, a
survey, title commitment and an environmental I survey. Closing is currently scheduled for
December 27, 2021. However, closing may have to be extended by the City for 30 days given
Council's recent discussions related to the existing tenants. Pursuant to Section 5.2 of the Contract,
the City has until the closing date to complete the due diligence on the Property. Section 5.2
provides:
5.2. Inspection Period. Buyer shall have until the date of Closing (herein the "Inspection
Period") in which to conduct an investigation of the Property, including, by way of illustration
and not in limitation and subject to Section 4.16: inspections as to the physical condition of
the Property, inspections to verify that any and all tenants have vacated the Property,
investigate the availability of utilities, status of zoning or ability to rezone, zoning codes,
building codes, physical condition and any other condition or characteristic of the Property
which Buyer may deem necessary or relevant to Buyer in purchasing the Property. Should
Buyer for any reason become dissatisfied or concerned with the result of any such
investigation, search, inquiry or report as contemplated hereby, then Buyer may, prior
to the expiration of the Inspection Period, terminate this Contract by written notice
thereof to Seller. Notwithstanding anything to the contrary contained herein, if Buyer has not
terminated this Contract by written notice delivered to Seller prior to Closing, then the Deposit
(if any) shall be applicable to the Purchase Price but non-refundable, other than pursuant to
Section 5.1 hereof, except in the event of a default by Seller hereunder.
(bold and underlined emphasis added)
As such, during the entire duration of the due diligence period, Section 5.2 controls and provides
"Should Buyer for any reason become dissatisfied or concerned with the result of any such
investigation, search, inquiry or report...then Buyer may, prior to the expiration of the Inspection
Period, terminate this Contract by written notice thereof to Seller." The inspection period extends
to closing, which is currently scheduled to occur on December 27, 2021. Therefore, based on the
plain reading of the Contract, the City Council has the right "for any reason" to terminate the
Contract and walk away from the acquisition of the subject property provided that the City delivers
written notice to terminate the Contract to Mr. Scharlau no later than December 27, 2021. Because
the Closing is less than 3 weeks from the date of the Special Council meeting, time is of the essence
to make this decision if that is Council's desire.
If the City Council terminates the Contract, there is no reason for the City Council to take action on
the proposed Interlocal Agreement with the CRA related to funding the acquisition of the property
or relocation expenses for the existing tenants. However, the City will need to work with its financial
advisor and note counsel to repay the $1.2 million dollar loan, plus a 2% penalty and accrued
interest. Additionally, as documented in a separate memorandum prepared by the City staff and its
financial advisor, the City will not be able to recover the out-of-pocket expenses incurred by the City
related to the closing on the Contract and $1.2 million dollar loan closing.
I trust this email answers Council's request related to the Contract.
Regards,
Anthony
GARGANE I WEISS
D'AGRESTAS & SALZMAN
ATTORNEYS AT LAW
GWDS
Anthony A. Garganese, Shareholder
Board Certified in City, County & Local Government Law
Florida Certified Circuit — Civil Mediator
Florida Supreme Court — Trained Arbitrator
111 N. Orange Ave., Suite 2000
P.O. Box 2873
Orlando, Florida 32802-2873
Phone (407) 425-9566
Fax (407) 425-9596
Kissimmee (321) 402-0144
Cocoa (866) 425-9566
Website: www.orlandolaw.net
Email: sshell@orlandolaw.net
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Attachment 4
SHORT TERM LEASE AGREEMENT
THIS SHORT TERM LEASE AGREEMENT, is made and entered into as of the day of , 2021,
between The City of Cape Canaveral, a Florida municipal corporation (hereinafter called "Landlord" or "City"), and
BELINDA ROLDAN d/b/a HAIRPORT (hereinafter called "Tenant"), for the Premises known as 7408 N. Atlantic Avenue,
Cape Canaveral, FL 32920 (hereinafter called the "Premises").
RECITALS
WHEREAS, Landlord recently acquired the Premises described below for redevelopment purposes pursuant to the
Community Redevelopment Act of 1969 ("Act"), and desires to redevelop the Premises in the future for public purposes;
and
WHEREAS, at the time the Landlord acquired the Premises, Tenant was leasing a portion of the Premises, on a
month -to -month basis, for the purpose of conducting hairstyling and retail under the trade name "Hairport" business;
and
WHEREAS, as more specifically set forth herein, Landlord desires to allow Tenant to continue leasing its current
tenant space on a short-term, month -to -month basis, not to exceed twelve (12) months, until sooner terminated when
either Tenant relocates to another location or Landlord provides Tenant written notice to vacate the Premises so
Landlord can proceed with the redevelopment of the Premises, whichever occurs first; and
WHEREAS, this Lease is intended to supersede and replace Tenant's previous lease with the prior owner of the
Premises; and
WHEREAS, the parties desire to enter this Lease Agreement ("Lease") defining their rights, duties, and liabilities
relating to the Premises.
WITNESSETH
In consideration of the matters described above, and of the mutual benefits and obligations set forth in this
agreement, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
ARTICLE 1 — LEASED PREMISES
Landlord does hereby lease, demise and let unto Tenant, and Tenant does hereby rent, lease, hire and take
from Landlord, to have and to hold during the Term, subject to the terms and conditions of this Lease, the Premises in
"as is" condition. The Premises shall consist of that portion of the United Agencies Building property located at 7408
N. Atlantic Avenue, Cape Canaveral, FL 32920 ("Premises"). The Premises are calculated at approximately 800 square
feet, such number being used to determine rent and common area maintenance charges.
ARTICLE 2 — USE OF LEASED PREMISES
Section 2.1 — Use. The Premises shall be used and occupied by Tenant in the operation of its lawful trade or business
as presently carried on by Tenant, more particularly described as conducting hairstyling and retail business, in a safe,
careful and proper manner, so as not to contravene any present or future governmental laws, rules, regulations, policies,
procedures or orders. If improvements are necessary to comply with any of the foregoing or with the requirements of
insurance carriers, due solely to Tenant's use of the Premises, Tenant shall be required to seek written approval from
Landlord prior to making the improvements and if approved, Tenant shall pay the entire cost thereof.
LEASE AGREEMENT
Page 1 of 16
Section 2.2 — Nuisance. Tenant shall not cause or maintain any nuisance in or about the Premises and the property
thereon, and shall keep the Premises free of debris, rodents, vermin and anything of a dangerous, noxious, or offensive
nature or which could create a fire hazard (through undue load on electrical circuits or otherwise) or undue vibration,
heat or noise.
Section 2.3 — Unlawful or Dangerous Activity; Hazardous Materials. Tenant shall neither use nor occupy the
Premises or any part of the Premises for any unlawful, disreputable, or ultrahazardous business purpose nor operate or
conduct Tenant's business in a manner constituting a nuisance of any kind. Tenant shall immediately, on discovery of
any unlawful, disreputable, or ultrahazardous use, take action to halt such activity. Throughout the term of this Lease,
Tenant shall prevent the presence, use, generation, release, discharge, storage, disposal, or transportation of any
Hazardous Materials (as that term is defined by local, state and federal law). Tenant shall indemnify, defend and hold
harmless Landlord from and against (a) any loss, cost, expense, claim or liability arising out of any investigation,
monitoring, clean-up, containment, removal, storage, or restoration work required by or incurred by Landlord or any
other person as a result of or arising from the use or occupancy of Tenant of the Premises and (b) any claims of third
parties for loss, injury, expense, or damage arising out of the presence, use, generation, release, discharge, storage,
disposal, or transportation of any Hazardous Material on, under, in above, to or from the Premises as a result of or
arising from the use or occupancy of Tenant of the Premise.
Section 2.4 — Common Areas. Tenant shall have nonexclusive use of common areas including parking areas, ways,
exits, entrances, and roadways for the general use, in common, of tenants, their officers, agents, employees, and
customers. However, the common area use cannot interfere with any of the City of Cape Canaveral's operations.
Landlord shall have the right, without liability to or recourse by Tenant, to alter, modify, add to, delete from, or change
the nature or use of any portion of the Common Area; provided any such action does not materially interfere with the
conduct of Tenant's business on the Leased Premises. The Common Area shall be at the sole operation and control of
the Landlord.
Section 2.5 — Keys. Landlord agrees to furnish Tenant two keys for the Premises without charge. Additional keys will
be furnished at a nominal charge. Tenant shall not make or cause to be made duplicates of keys procured from the
Landlord. All keys to the Premises shall be surrendered to Landlord upon termination of this Lease. If Tenant changes
the locks on the doors to the Premises, Tenant shall provide the Landlord with a copy of a key for the new lock at such
time the new lock is installed.
Section 2.6 — Short Term Lease and Relocation Acknowledgement. Tenant hereby acknowledges and understands
that Landlord has acquired the subject Property and Premises for redevelopment purposes and that the Landlord
intends to redevelop the Property for public purposes. Tenant further acknowledges and understands that Landlord is
requiring the Tenant relocate as soon as possible so the Landlord can pursue the redevelopment of Property for public
purposes. Tenant agrees to cooperate with the Landlord's intentions to redevelop the Property for public purposes by
voluntarily relocating their business as soon as possible or relocating their business at such time the Landlord provides
Tenant with a notice to vacate the Premises as set forth in this Agreement. Tenant releases and holds harmless the
Landlord for any costs, expenses or liability resulting or arising from the requirement that Tenant must vacate the
Premises and relocate in accordance with the terms and conditions of this Agreement.
ARTICLE 3 — TERM AND RENT
Section 3.1 — Term and Rent. The parties acknowledge and understand that the Landlord acquired the Premises for
redevelopment purposes under the Act, and that Landlord will redevelop the Premises in the future. As such, this Lease
shall be on a month -to -month basis for a term not to exceed twelve (12) months, commencing on
, 2021, and terminating on , 2022, at 5:00 p.m., (hereinafter the "Term"), or
sooner terminated as follows:
A. Tenant closes or relocates its business.
LEASE AGREEMENT
Page 2 of 16
B. Landlord may terminate this Lease by relocating Tenant to a mutually acceptable loproviding Tenant at
lease thirty (30) days written notice to vacate the Premises because Landlord is ready to commence
redevelopment of the Premises.
C. Landlord may terminate this Lease for default by Tenant pursuant to Article 14 herein.
Monthly rent, inclusive of common area maintenance charges, shall be paid on or before the first of each month.
Monthly rental amounts due of $ , and applicable sales tax (6.5% as of the date of execution of this
Lease; thus $ per month, or as otherwise provided by law) for each month of this Agreement. A prorated
rental amount of $ shall be due for the rental period of through . Such
prorated rental amount shall be due on or before
Section 3.2 — Payments to Landlord — General. All amounts payable by Tenant to Landlord under this Lease, whether
Rent, Security Deposit or any other payment, shall be payable when due, without deduction or set-off, in U.S. Dollars
made payable to THE CITY OF CAPE CANAVERAL, and at the address of, 100 POLK AVENUE, CAPE CANAVERAL, FL
32920, or to such other person or at such other address as Landlord may from time to time designate in writing.
Section 3.3 — Late Fee and Costs. Tenant shall pay Landlord a late charge equal to ten percent (10%) of any payment
amount if payment is not tendered and received by Landlord within five (5) days of its due date. Such payment shall
be submitted as described in Sections 3.1 and 3.2. Tenant shall indemnify Landlord against all costs and charges
(including legal fees) lawfully and reasonably incurred in enforcing payment thereof, and in obtaining possession of the
Premises after default of Tenant or upon expiration or earlier termination of the Term of this Lease, or in enforcing any
covenant, proviso or agreement of Tenant herein contained.
Section 3.4 — Common Area and Maintenance (CAM) Charges. Because of the short term nature of this Lease, there
are no common area and maintenance charges.
Section 3.5 — Security Deposit. Tenant shall deposit $ with Landlord, which amount shall be held by
Landlord as security for the full and timely performance by Tenant of the terms and conditions of this Lease and for the
payment of any final judgment that may be rendered against Tenant for a breach of those terms and conditions. No
interest shall be paid on the security. The rights of Landlord against Tenant for a breach of this Lease shall in no way
be limited or restricted by the security deposit. Landlord shall have the absolute right to pursue any available remedy
to protect its interests, as if this security deposit had not been made. The security deposit shall be returned to Tenant
within thirty (30) days after the termination of this Lease, provided that all the terms and conditions contained in this
Lease have been fully performed by Tenant. Should the Premises be sold, Landlord may transfer or deliver the security
deposit to the purchaser of the interest, and Landlord shall then be discharged from any further liability with respect to
the security deposit.
ARTICLE 4 — RESERVED
ARTICLE 5 — PROPERTY MANAGEMENT
Tenant acknowledges and agrees that if the Landlord retains a management company ("Management Company") to
manage and operate the property described in this Lease. Tenant hereby agrees not to interfere with the Landlord or
Management Company's duties and responsibilities under the Management Agreement. This Lease shall be subject to
any applicable provision in any future Management Agreement and any provision of this Lease that conflicts with the
Management Agreement shall be null and void and the applicable provision of the Management Agreement shall be
substituted for the conflicting Lease provision as if that provision was originally made a part of this Lease.
ARTICLE 6 — MAINTENANCE, REPAIR, ALTERATIONS AND RENOVATIONS BY LANDLORD
LEASE AGREEMENT
Page 3 of 16
Section 6.1 — Maintenance, Repair and Replacement. Landlord shall be responsible for and shall expeditiously
maintain and repair the Common Areas, foundations, structures and roofs of the Premises in their condition as they
exist at the execution of this Lease, less reasonable wear and tear over the Term, provided that:
A. If all or part of the Premises is damaged or impaired, subject to Article 15 below, Landlord shall have a
reasonable time in which to complete the necessary repair or replacement;
B. Landlord shall use reasonable diligence in carrying out its obligations under this Article 6, but shall not be
liable under any circumstances for any consequential damage to any person or property for any failure to do
so; and
C. Nothing contained herein shall be in derogation of the provisions of Article 15 regarding Destruction of the
Premises.
D. Under no circumstances shall Landlord be liable to Tenant for any damage suffered by Tenant, its employees,
agents, customers or invitees as a result of moisture or water inside the Premises whether caused by natural
disasters and other acts of God, leaks in the structure or roof, or in the plumbing.
E. Landlord shall not be liable to Tenant, except as expressly provided in this Lease, for any damage or
inconvenience, and Tenant shall not be entitled to any damages nor any abatement or reduction of rent by
reason of any repairs, alterations or additions made to the Premises by Landlord under this Lease, or for any
work related to the Landlord preparing the Premises for redevelopment.
Section 6.2 — Alterations by Landlord. Landlord may from time to time make repairs, replacements, changes or
additions to the structure, systems, facilities and equipment in the Premises where necessary to serve the Premises;
provided, however, that in so doing Landlord shall not disturb or interfere with Tenant's use of the Premises and
operation of its business any more than is reasonably necessary under the circumstances and shall repair any damage
to the Premises caused thereby.
Section 6.3 — Renovation by Landlord. In the event Landlord determines it is necessary to renovate the Premises of
the Tenant, and said renovation may significantly impact Tenant's use of the Premises, Landlord may do so upon not
less than sixty (60) calendar days notice.
Section 6.4 — Access by Landlord. Tenant shall permit Landlord or Landlord's agents to enter the Premises at all
reasonable hours, including outside normal business hours, and, during normal business hours where such will not
unreasonably disturb or interfere with Tenant's use of the Premises and operation of its business, to examine or inspect
the Premises, to provide services, to make repairs, replacements, changes or alterations as set out in this Lease and/or
that Tenant may neglect or refuse to make in accordance with the provisions of this Lease, and to take such steps as
Landlord may deem necessary for the safety, improvement or preservation of the Premises or the building. Landlord
shall, whenever possible, consult with or give reasonable notice to Tenant prior to such entry, but no such entry shall
constitute an eviction or entitle Tenant to any abatement of Rent.
ARTICLE 7 — MAINTENANCE, REPAIR, ALTERATIONS AND IMPROVEMENTS BY TENANT
Section 7.1 — Condition of Premises. Except to the extent that Landlord is specifically responsible under Article 6 of
this Lease, Tenant shall maintain the Premises and all improvements therein in their condition, as they exist at the
execution of this Lease, less reasonable wear and tear, at Tenant's sole cost and expense.
Section 7.2 — HVAC Maintenance. Tenant shall be responsible for routine maintenance of the heating ventilation and
air conditioning (HVAC) system and shall maintain at all times a service agreement at Tenant's expenses. Tenant shall
be responsible for all repairs and maintenance of the HVAC unit(s). Landlord shall require written receipts of all HVAC
maintenance and repairs or replacement.
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Section 7.3— Alterations by Tenant. Tenant may from time to time at Tenant's own expense make changes, additions
and improvements in the Premises to better adapt the same to its business, provided that any such change, addition or
improvement shall:
A. Be performed in a satisfactory manner and shall not weaken or impair the structural strength, or lessen the
value, of the building or Premises, or change the purposes for which the building, or any part of the building,
may be used; and
B. Comply with the requirements of any governmental authority having jurisdiction; and
C. Equal or exceed the then current standard for the building; and
D. Require the prior written consent of Landlord; and
E. Require the Tenant to obtain appropriate builder's risk or other additional insurance coverages or bonds
during the construction, if applicable and upon Landlord's request.
Should Tenant make changes, additions and improvements without complying with the provisions of this Section,
Tenant shall be fully liable to Landlord to restore the Premises to the same or better condition that existed prior to the
unauthorized changes, additions and improvements. If Tenant fails to make the restorations within the time prescribed
by Landlord, Landlord may, at its discretion, immediately terminate this Lease, without penalty, and restore the Premises
at Tenant's sole expense.
Section 7.4 — Trade Fixtures and Personal Property. Tenant may install in the Premises its usual trade fixtures and
personal property in a proper manner, provided that no such installation shall interfere with or damage the mechanical
or electrical systems or the structure of the building. If Tenant is not then in default hereunder, trade fixtures and
personal property installed in the Premises by Tenant may be removed from the Premises:
A. From time to time in the ordinary course of Tenant's business or in the course of reconstruction, renovation,
or alteration of the Premises by Tenant; and
B. During a reasonable period prior to the expiration of the Term;
provided that Tenant promptly repairs at its own expense any damage to the Premises or building resulting from such
installation and removal.
Section 7.5 — Laws, Building, Fire and Life Safety Codes. Tenant shall comply with all applicable laws including,
but not limited to the Cape Canaveral City Code, Florida Building Code and Florida Fire Prevention and Life Safety
Codes. Tenant shall install, keep and maintain at Tenant's cost and expense any and all supplies, equipment or the like
required by government authorities charged with the enforcement of such laws.
ARTICLE 8 — TAXES
Section 8.1 — Tenant's Taxes. Tenant shall pay on or before the last day on which payment may be made without
penalty or interest, all applicable taxes, assessments, or other governmental charges that shall or may during the Lease
Term be imposed on, or arise in connection with the use of, the Premises or any part of the Premises including, but not
limited to:
A. Florida state sales tax, if applicable, and all other applicable taxes, including governmental leasehold intangible
personal property taxes, other than income taxes and taxes of a similar nature, due on rentals, including city,
state, county and federal taxes that may be in effect from time to time; and
B. Taxes associated with the operations at, occupancy of, or conduct of business in or from the Premises by or
with the permission of Tenant; and
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C. Taxes on fixtures or personal property in the Premises which do not belong to the Landlord; and
D. It is the intention of the parties that the rent specified in this Lease is net rental, and Landlord shall receive
such rent free from all taxes that are made payable by Tenant; and
E. Any applicable taxes as per Section 3.1 of this Lease.
Section 8.2 — Notice of Payment of Taxes. Tenant shall, within seven (7) calendar days after the time provided for
the payment of any applicable tax or other governmental charge by Tenant, produce and exhibit to Landlord satisfactory
evidence of the payment.
ARTICLE 9 — UTILITIES
Landlord shall provide or cause to be provided the mains, conduits and other facilities necessary to supply water, gas,
electricity, telephone service and sewage service to the Leased Premises. Tenant shall be responsible, at its expense, for
connecting or hooking up to such utilities, directly with the appropriate utility company furnishing same. Landlord shall
provide routine maintenance, painting and electric lighting service for the Common Area in the manner and to the
extent deemed by Landlord to be standard, and dumpsters and dumpster service sufficient to adequately serve the
United Agencies Building. Tenant shall promptly pay all charges, impact fees, deposits, meter fees and connection fees
for electricity, gas, and telephone service and other utilities furnished to the Leased Premises. If any of the equipment
or machinery necessary or useful for provision of any utility services, and for which Landlord is responsible, breaks down,
or for any cause ceases to function properly, Landlord shall use best efforts to repair the same promptly, but Tenant
shall have no claim for rebate of rent or damages on account of any interruption in service occasioned from the repairs.
Landlord shall not be liable to Tenant for losses to Tenant's property or personal injury caused by criminal acts or entry
by unauthorized persons into the Leased Premises or the Property, not the result of Landlord's negligence or willful act.
Tenant shall keep all refuse, waste and garbage in appropriate closed containers within the interior of the Leased
Premises and, on not less than a daily basis, Tenant shall transfer such material to a designated dumpster located in the
Common Area, which dumpster shall be provided by Landlord. Tenant shall ensure that the lids to the dumpster shall
remain closed when not being used. Under no circumstances shall Tenant otherwise place, store or discard such
materials or any container or equipment related thereto in the Common Areas of the United Agencies Building. Tenant
shall not place any material in the dumpster provided by Landlord if such disposal constitutes a violation of any law,
ordinance, regulation rule or policy of any governmental body having jurisdiction.
ARTICLE 10 — INSURANCE
Section 10.1 — Insurance Requirements of the Tenant relating to the Premises. During the Term, Tenant shall
maintain at its own expense:
A. Flood insurance, fire insurance with extended coverage and water damage insurance in amounts sufficient to
fully cover Tenant alterations and all property in the Premises which is not owned by Landlord; and
B. Commercial General Liability or Business owners' Liability insurance against claims for death, personal injury
and property damage in or about the Premises, in amounts which are from time to time acceptable to a
prudent Tenant in the community in which the Premises is located, but not less than One Million Dollars
($1,000,000.00) combined single limit, in respect of each occurrence. Coverage shall include:
i. Premises and Operation.
ii. Independent Contractors.
iii. Broad Form Property Damage.
iv. Broad Form Contractual Coverage applicable to this specific Lease, including any hold
harmless and/or indemnification agreement.
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v. Personal Injury Coverage with Employee and Contractual Exclusions removed, with
minimum limits of coverage equal to those required for Bodily Injury Liability and Property
Damage Liability.
vi. Fire damage legal liability.
C. Business property coverage for loss of alterations to the Premises and Tenant equipment and facilities for no
less than One Hundred Percent (100%) of the full replacement cost of the covered property; and
D. Workers' Compensation Insurance adequate in at least such amounts as are required by law; and
E. As applicable, if Tenant owns vehicles for transport to and from the facility, automobile liability coverage with
coverage limit of not less than $500,000 combined single limit bodily injury and minimum $500,000 property
damage as the combined single limit for each occurrence to protect the Tenant from claims for damages for
bodily injury, including wrongful death, as well as from claims from property damage, which may arise from
the ownership, use, or maintenance of owned and non -owned automobiles, including rented automobiles
whether such operations be by the Tenant or by anyone directly or indirectly employed by the Tenant; and
All insurance required to be maintained by Tenant must be issued by carriers having a Best's Rating of A or better, and
a Best's Financial Size Category of VIII, or better, and/or Standard & Poor Insurance Solvency Review A-, or
better, and authorized to engage in the business of insurance in the State of Florida. All policies for insurance required
pursuant to Article 10 shall name Landlord and Tenant as the insureds as their respective interests may appear, excluding
worker's compensation policies, shall contain standard mortgagee clauses in favor of the holders of any mortgages on
the Landlord's property, shall be in a form and with an insurer reasonably acceptable to Landlord, shall require at least
thirty (30) days written notice to Landlord of termination or material alteration during the Term, and shall waive, to the
extent available, any right of subrogation against Landlord. Tenant shall promptly deliver to Landlord certified copies
or other evidence of such policies prior to commencement of this Lease and thereafter at least 30 days prior to the
expiration of current policies or on replacement of each certified coverage and within 10 days of Landlord's request for
an updated certificate. The insurance requirements set forth herein shall not relieve or limit the liability of the Tenant.
The City does not in any way represent that these types or amounts of insurance are sufficient or adequate to protect
the Tenant's interest or liabilities, but are merely minimums.
Section 10.2 — Personal Property. All personal property housed or placed at the Premises shall be at the risk of Tenant,
and the Landlord shall have no liability for any damage or loss to any personal property located thereon for any cause
whatsoever. The Tenant agrees and understands that the Landlord does not and shall not carry liability, fire, or theft
insurance on the operation of the Premises to cover the Tenant's interest therein.
Section 10.3 — Contractors. Tenant shall require all contractors performing work within the Premises to procure and
maintain workers' compensation, commercial general liability, and business auto liability. Both Tenant and Landlord
shall be listed as additional insureds on all general liability policies of all such contractors.
ARTICLE 11 — INDEMNITY
Tenant agrees to indemnify, reimburse, defend and hold harmless the Landlord and, at Landlord's option, defend or
pay for an attorney selected by the City to defend the City and City's officers, agents and employees for, from and
against any and all liability, claims, demands, damages, expenses, fees, fines, penalties, suits, proceedings, actions, and
costs of actions, including attorney's fees of any kind and nature including, but not limited to, claims for bodily injury,
sickness, disease, death or personal injury or damage to property or loss of use resulting therefrom of third parties,
arising or growing out of, or in any way connected with (1) the use, occupation, management, maintenance, repair,
construction, or control of the Premises by Tenant or its agents, servants, employees, customers, patrons, or invitees;
(2) any act or omission of the Tenant or its agents, servants, employees, customers, patrons, or invitees arising out of
this Lease, including, but not limited to, those claims arising in conjunction with use of the facility, improper, or defective
maintenance, or installation; (3) a failure by Tenant to perform any of the terms of conditions of this Lease; (4) failure
by Tenant or its agents, servants, employees, customers, patrons, or invitees to comply with any law of any governmental
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authority; or (5) any mechanic's lien or security interest filed against the Premises or equipment, materials, or alterations
of buildings of improvements on the Premises, unless such claims are a result of the Landlord's sole negligence or willful
misconduct.
The Tenant specifically assumes potential liability for actions brought by the Tenant's own employees against the
Landlord and, solely for the purpose of this indemnification and defense, the Tenant specifically waives its entitlement,
if any, to immunity under Section 440.11, Florida Statutes. This waiver has been specifically and mutually negotiated by
the parties.
Tenant recognizes the broad nature of this indemnification and hold harmless clause, as well as the provision of a legal
defense to City when necessary, and voluntarily makes this covenant and expressly acknowledges the receipt of such
good and valuable consideration provided by City in support of these indemnification, legal defense and hold harmless
contractual obligations in accordance with the laws of the State of Florida. This Article shall survive the termination of
this Lease. Compliance with any insurance requirements required elsewhere within this Lease shall not relieve Tenant
of its liability and obligation to defend, hold harmless and indemnify City as set forth in this Article of the Lease. Nothing
herein shall be construed to extend City's liability beyond that provided in Section 768.28, Florida Statutes.
ARTICLE 12 — TRANSFERS BY LANDLORD
Nothing in this Lease shall restrict the right of the Landlord to sell, convey, assign, mortgage or otherwise deal
with the Landlord's property or the right of Landlord to assign its interest in this Lease subject only to the rights of
Tenant under this Lease.
ARTICLE 13 — DEFAULT OR BREACH
Each of the following events shall constitute a default or breach of this Lease by Tenant:
A. If Tenant, or any successor or assignee of Tenant while in possession, shall file a petition in bankruptcy or
insolvency or for reorganization under any bankruptcy act, or shall voluntarily take advantage of any such act
by answer or otherwise, or shall make an assignment for the benefit of creditors.
B. If Tenant shall fail to pay Landlord any rent or additional rent when the rent shall become due and shall not
make the payment within five (5) calendar days of its due date.
C. If Tenant shall fail to perform or comply with any of the conditions of this Lease.
D. If Tenant shall vacate or abandon the Premises.
E. If this Lease or the estate of Tenant under this Lease shall be transferred to or shall pass to or devolve on any
other person or party, except in the manner permitted in this Lease.
Notwithstanding anything else to the contrary herein, Tenant and Landord expressly waive the statutory notice
requirements of Section 83.20, Florida Statutes, and agree that all notices of default shall be required to be
given solely as provided for in this Lease.
ARTICLE 14 — EFFECT OF TENANT DEFAULT OR BREACH
In the event of any default under this Lease, including but not limited to the events as set forth in Article 13, the
rights of Landlord shall be as follows:
A. Landlord shall have the right to cancel and terminate this Lease, as well as all of the right, title, and interest of
Tenant under this Lease, provided, however, that the Landlord shall first deliver to Tenant written notice of the
default and provide not less than seven (7) calendar days' opportunity to cure the default. On expiration of the
time fixed in the notice, this Lease and the right, title, and interest of Tenant under this Lease, shall terminate
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in the same manner and with the same force and effect, except as to Tenant's liability, as if the date fixed in
the notice of cancellation and termination were the end of the term originally set forth in this Lease.
B. Landlord may elect, but shall not be obligated, to make any payment required of Tenant in this Lease or comply
with any agreement, term, or condition required by this Lease to be performed by Tenant. The cost of such
payment or action to comply shall be reimbursed to Landlord by the Tenant. Landlord shall have the right to
enter the Premises for the purpose of correcting or remedying any such default and to remain until the default
has been corrected or remedied, but any expenditure for the correction by Landlord shall not be deemed to
waive or release the default of Tenant or the right of Landlord to take any action as may be otherwise
permissible under this Lease in the case of any default, including holding Tenant responsible for any Landlord
expenditure.
C. Landlord may reenter the Premises immediately and remove the property and personnel of Tenant, and store
the property in a public warehouse or at a place selected by Landlord, at the expense of Tenant, except to the
extent that a court order pursuant to an action or proceeding at law is required pursuant to section 83.05,
Florida Statutes. The City shall not be entitled to "lock Tenant out" or utilize any other self-help measures to
dispossess Tenant absent a court order, except as permitted by section 83.05, Florida Statutes. After reentry
Landlord may terminate the Lease on giving seven (7) calendar days' written notice of termination to Tenant.
Without the notice, reentry will not terminate this Lease. On termination, Landlord may recover from Tenant
all damages proximately resulting from the breach, including the cost of recovering the Premises and the value
of the balance of this Lease over the reasonable rental value of the Premises for the remainder of the Lease
term, which sum shall be immediately due Landlord from Tenant.
D. After reentry, Landlord may relet the Premises or any part of the Premises for any term without terminating
this Lease, at the rent and on the terms as Landlord may choose. Landlord may make alterations and repairs
to the Premises. The duties and liabilities of the parties if the Premises are relet as provided in this section shall
be as follows:
In addition to Tenant's liability to Landlord for breach of the Lease, Tenant shall be liable for
all expenses of the reletting, for the alterations and repairs made, and for the difference
between the rent received by Landlord under the new Lease and the rent installments that
are due for the same period under this Lease.
ii. Landlord shall have the right, but shall not be required, to apply the rent received from
reletting the Premises to: (1) reduce the indebtedness of Tenant to Landlord under this
Lease, not including indebtedness for rent; (2) expenses of the reletting and alterations and
repairs made; (3) rent due under this Lease; or (4) to payment of future rent under this Lease
as it becomes due.
iii. If the new tenant does not pay a rent installment promptly to Landlord, and the rent
installment has been credited in advance of payment to the indebtedness of Tenant other
than rent, or if rentals from the new tenant have been otherwise applied by Landlord as
provided for in this section and during any rent installment period are less than the rent
payable for the corresponding installment period under this Lease, Tenant shall pay
Landlord the deficiency, separately for each rent installment deficiency period, and before
the end of that period. Landlord may at any time after a reletting terminate this Lease for
the breach on which Landlord had based the reentry and subsequently relet the Premises.
iv. After reentry, Landlord may procure the appointment of a receiver to take possession and
collect rents and profits of the business of Tenant. The receiver may carry on the business
of Tenant and take possession of the personal property used in the business of Tenant,
including inventory, trade fixtures, and furnishings, and use them in the business without
compensating Tenant. Proceedings for the appointment of a receiver by Landlord, or the
appointment of a receiver and the conduct of the business of Tenant by the receiver, shall
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not terminate and forfeit this Lease unless Landlord has given written notice of termination
to Tenant as provided in this Lease.
ARTICLE 15 — DESTRUCTION OF PREMISES
In the event of a partial or total destruction of the Premises by no fault of the Tenant during the term of this
Lease as a result of fire, earthquake, accident or other casualty, Landlord may at its sole option terminate this Lease or
promptly repair such damage to substantially the condition in which the same existed prior to the casualty , provided
the repairs can be made within a reasonable number of days under the laws and regulations of applicable governmental
authorities and the cost of repairs are budgeted and appropriated by the City of Cape Canaveral City Council. Upon
such partial or total destruction and election of the City Council to repair such destruction, the Lease shall neither annul
nor be void, except that Tenant shall be entitled to a proportionate reduction of rent while the repairs are being made,
any proportionate reduction being based on the extent to which the making of repairs shall interfere with the business
carried on by Tenant on the Premises. In the event that Landlord does not elect to make repairs or is unable to restore
the Premises within a reasonable number of days, this Lease shall be terminated at the option of the Landlord and rent
abated as of the date of the total or partial destruction. If total or partial destruction occurs as a result of an act of
Tenant or Tenant's employees, agents, customers or invitees, Landlord shall have the right of termination, and no
reduction in rent shall be made.
ARTICLE 16 — CONDEMNATION
Rights and duties in the event of condemnation subsequent to the effective date of this Lease are as follows:
A. If the whole of the Premises shall be taken or condemned by any competent authority for any public or
quasi -public use or purpose or in the event of a partial taking in which the balance of the Premises
remaining cannot suitably be used by Tenant for its purposes herein stated, this Lease shall cease and
terminate as of the date on which title shall vest in that authority, and the rent reserved under this Lease
shall be apportioned and paid up to that date.
B. If only a portion of the Premises shall be taken or condemned and the balance of the Premises can be
suitably used by Tenant for its purposes herein stated, this Lease shall not cease or terminate, but the rent
payable after the date on which Tenant shall be required to surrender possession of such portion shall be
reduced in proportion to the decreased use suffered by Tenant as the parties may agree.
C. In the event of any taking or condemnation in whole or in part, the entire resulting award of compensation
or proceeds shall belong to Landlord without any deduction from such award for the value of the
unexpired term of this Lease or for any other estate or interest in the Premises now or later vested in
Tenant. Tenant assigns to Landlord all Tenant's right, title, and interest in any and all such awards and
waives any claim therefor.
ARTICLE 17 — SUBORDINATION
This Lease and all rights of Tenant under this Lease shall be subject and subordinate to the lien of any and all
mortgages or grants that may now or in the future affect the Premises, or any part of the Premises, and to any and all
renewals, modifications, or extensions of any such mortgages or grants. Tenant shall on demand execute, acknowledge,
and deliver to Landlord, without expense to Landlord, any and all instruments that may be necessary or proper to
subordinate this Lease and all rights in this Lease to the lien of any such mortgage(s) and grant(s). If Tenant shall fail at
any time to execute, acknowledge, and deliver any such subordination instrument, Landlord, in addition to any other
remedies available in consequence of such failure, may execute, acknowledge, and deliver the subordination instrument
as Tenant's attorney -in -fact and in Tenant's name. Tenant irrevocably makes, constitutes, and appoints Landlord, its
successors and assigns, Tenant's attorney -in -fact for that purpose.
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ARTICLE 18 — ACCESS TO PREMISES; SIGNS POSTED BY LANDLORD
Tenant shall permit Landlord or its agents to enter the Premises at all reasonable hours to inspect the Premises,
make repairs that Tenant may neglect or refuse to make in accordance with the provisions of this Lease, and also to
show the Premises to prospective buyers or government officials in the course of the City of Cape Canaveral's municipal
functions.
ARTICLE 19 — EASEMENTS, AGREEMENTS, OR ENCUMBRANCES
The parties shall be bound by all existing easements, agreements, and encumbrances, which may or may not
be of record relating to the Premises, and Landlord shall not be liable to Tenant for any damages resulting from any
action taken by a holder of an interest pursuant to the rights of that holder.
ARTICLE 20— QUIET ENJOYMENT
Subject to the terms and conditions of this Lease, Landlord warrants that Tenant shall be granted peaceable
and quiet enjoyment of the Premises free from any eviction or interference by Landlord if Tenant pays the rent and
other charges provided in this Lease, and otherwise fully and punctually performs the terms and conditions imposed
on Tenant.
ARTICLE 21 — LIABILITY OF LANDLORD
Tenant shall be in exclusive control and possession of the Premises, and Landlord shall not be liable for any
injury or damages to any property or to any person on or about the Premises or for any injury or damage to any
property of Tenant. The provisions of this Lease permitting Landlord to enter and inspect the Premises are made to
ensure that Tenant is in compliance with the terms and conditions of this Lease and to ensure that Tenant makes repairs
that Tenant has failed to make. Landlord shall not be liable to Tenant for any entry on the Premises for inspection
purposes.
ARTICLE 22 — RENT ABATEMENT
No abatement, diminution, or reduction of rent shall be claimed or allowed to Tenant or any person claiming
under Tenant under any circumstances, whether for inconvenience, discomfort, interruption of business, or otherwise,
arising from the making of alterations, improvements, or repairs to the Premises, because of any governmental laws, or
arising from and during the restoration of the Premises after their destruction or damage by fire or other cause, or the
taking or condemnation of a portion only of the Premises, except as provided in Articles 6 and 15.
ARTICLE 23 — REPRESENTATIONS BY LANDLORD
At the commencement of the term, Tenant shall accept the Premises and improvements and any equipment
in their existing "as is" condition and state of repair, and Tenant agrees that no representations, statements, or
warranties, express or implied, have been made by or on behalf of Landlord in respect to the buildings, improvements
and equipment, except as contained in the provisions of this Lease.
ARTICLE 24 — NOTICES
Communication and details concerning this Lease shall be directed in writing to the following contact
representatives (whether or not Tenant has departed from, vacated, or abandoned the same):
City of Cape Canaveral
Attention: City Manager
100 Polk Avenue
Cape Canaveral, FL 32920
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Tenant:
Belinda Roldan
7408 N. Atlantic Avenue
Cape Canaveral, FL 32320
Any Notice given as provided herein shall be deemed received as follows: if delivered by personal service, on the date
so delivered; if delivered to an overnight courier service, on the business day immediately following delivery to such
service; and if mailed by First Class and Certified or Registered mail, on the third business day after mailing. Either party
shall have the right to designate by notice, in the manner above set forth, a different address to which notices are to
be mailed.
ARTICLE 25 —ASSIGNMENT, SUBLEASE OR SALE
Section 25.1 — Assignment or Sublease by Tenant. Neither Tenant nor Tenant's successors or assigns shall assign,
mortgage, pledge, or encumber this Lease or sublet the Premises in whole or in part, or permit the Premises to be used
or occupied by others, nor shall this Lease be assigned or transferred by operation of law, without the prior, express,
and written consent in writing of Landlord in each instance. If this Lease is assigned or transferred, or if all or any part
of the Premises is sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent
from the assignee, transferee, subtenant, or occupant, and apply the net amount collected to the rent reserved in this
Lease. However, any such assignment, subletting, occupancy, or collection shall not be deemed a waiver of any
agreement or condition of this Lease, or the acceptance of the assignee, transferee, subtenant, or occupant as Tenant.
Tenant shall continue to be liable under this Lease in accordance with its terms and conditions and shall not be released
from the performance of the terms and conditions of this Lease.
Section 25.2 — Assignment by Landlord. Landlord shall have the right to transfer, assign and convey, in whole or in
part, any and all of its rights under this Lease provided that the assignee and any assignee of the fee simple title of the
Premises assume the obligations and duties of Landlord arising under this Lease.
Section 25.3 — Sale, Conveyance and Assignment. Nothing in this Lease shall restrict the right of the Landlord to sell,
convey, assign, mortgage or otherwise deal with the Premises or the right of Landlord to assign its interest in this Lease
subject only to the rights of Tenant under this Lease.
ARTICLE 26 — RESERVED
ARTICLE 27 — SURRENDER OF POSSESSION; HOLDING OVER
Tenant shall, on the last day of the term, or on earlier termination and forfeiture of this Lease, peaceably and
quietly surrender and deliver the Premises to Landlord free of subtenancies, including all buildings, additions, and
improvements constructed or placed on the Premises by Tenant, except moveable trade fixtures, all in good condition
and repair. If Landlord so elects, any trade fixtures or personal property belonging to Tenant, if not removed at the
termination or forfeiture of this Lease, shall be deemed abandoned and become the property of Landlord without any
payment or offset for such fixtures or property. At Landlord's election, Landlord may remove such fixtures or property
from the Premises and store them at the risk and expense of Tenant. Tenant shall repair and restore all damage to the
Premises caused by the removal of equipment, trade fixtures, and personal property. If, without Landlord's express
written consent, Tenant or any other person claiming for, through, by or under Tenant, shall hold the Premises or any
part thereof for any period of time after the same should have been surrendered under the provisions of this Lease,
then Tenant and such other person shall be subject to eviction or removal, forcible or otherwise, as allowed by law, it
being understood that Landlord shall at all times have available all remedies, rights and proceedings available to
Landlord with respect to the collection of rents or the repossession of the Premises under the laws of the State of
Florida. If such holdover is without the express consent of Landlord, Tenant shall pay Landlord on demand (in addition
to any other sums payable under this Lease) monthly rent (and sales tax) for the period of such holdover in an amount
LEASE AGREEMENT
Page 12 of 16
equal to twice the monthly rent which would have been payable by Tenant had the holdover period been a part of the
original term of this Lease, without waiver of Landlord's right to recover damages as permitted by law.
ARTICLE 28 — MISCELLANEOUS
Section 28.1 — Relationship of Parties. Nothing contained in this Lease shall create any relationship between the
parties hereto other than that of Landlord and Tenant, and it is acknowledged and agreed that Landlord does not in
any way or for any purpose become a partner of Tenant in the conduct of its business, or ajoint venturer or a member
of a joint or common enterprise with Tenant.
Section 28.2—Attorney's Fees. Should any litigation arise concerning this Lease between the Parties, the Parties agree
to bear their own costs and attorney's fees, whether at settlement, trial or on appeal, except as expressly provided
otherwise herein. Further, Tenant shall promptly pay to Landlord all costs and expenses of collection, including a
reasonable attorneys' fee, with respect to any part of the rent and other charges and sums of money herein reserved
or required by Tenant to be paid and met, which may be sustained or incurred by Landlord, after the date the same or
any part thereof, becomes due.
Section 28.3 — Right to Refuse Admission and to Eject. Landlord reserves the right to refuse admission to the
Premises, outside of ordinary business hours, to any person not known by Landlord or properly identified; to eject any
person from the Premises whose conduct may tend to be harmful to the safety and interests of the Premises, the
Tenants and the property thereon; to close any part of the Premises during any riot or other commotion where person
or property may be impaired or prior to, during, or after a Hurricane or other natural disaster.
Section 28.4 — Tenant Not to Allow Lien or Encumbrances. Tenant shall not permit to be created nor to remain
undischarged any lien, encumbrance, or charge arising out of any work of any contractor, mechanic, laborer, or
materialman which might be or become a lien or encumbrance or charge upon the Premises of which the Premises is a
part. If any lien or notice of lien on the account of any debt of the Tenant shall be filed against the Premises or the
property of which the Premises is a part, and Tenant fails to discharge the lien or notice of lien within twenty (20) days
of filing, Landlord, in addition to any other legal rights or remedies, may, but shall not be obligated to, discharge the
same by either paying the amounts claimed to be due, or shall be entitled to defend any prosecution of an action for
foreclosure of such lien. Any amount paid by Landlord and all costs and expenses (including reasonable attorneys' fees
and interest) incurred by Landlord in connection therewith shall be paid by Tenant.
Section 28.5 — Condition Precedent. All rights, obligations and liabilities of Landlord and Tenant shall be subject to
satisfaction of the condition precedent of the complete execution of this Lease by Tenant and the City Manager of the
City of Cape Canaveral.
Section 28.6 — Waiver. No delay or omission of the exercise of any right of Landlord or any waiver of any breach or
violation of Tenant by Landlord under this Lease shall be construed as a continuing waiver or consent to any subsequent
breach or violation.
Section 28.7 — Entire Agreement. This Lease shall constitute the entire agreement between the parties. Any prior
understanding or representation of any kind preceding the date of this Lease shall not be binding upon either party
except to the extent incorporated in this Lease.
Section 28.8— Modification of Lease. Any modification of this Lease or additional obligation assumed by either party
in connection with this Lease shall be binding only if evidenced in a writing signed by each party or an authorized
representative of each party.
Section 28.9 — Binding Effect. This Lease shall bind and inure to the benefit of the respective heirs, personal
representatives, successors, and assigns of the parties.
Section 28.10 - Applicable Law. This Lease shall be governed by and construed in accordance with the laws of the
State of Florida.
LEASE AGREEMENT
Page 13 of 16
Section 28.11 - Time of the Essence. It is specifically declared that time is of the essence in all provisions of this Lease.
Section 28.12 — Severability. Any provision or part of this Lease held to be void or unenforceable under any law or
regulation shall be deemed stricken and all remaining provisions shall continue to be valid and binding upon the
Landlord and Tenant, who agree that the Lease shall be reformed to replace such stricken provision or part thereof with
a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision.
Section 28.13 — Article and Section Headings. The titles to the articles, section or paragraphs of this Lease are solely
for the convenience of the parties and shall not be used to explain, modify, simplify, or aid in the interpretation of the
provisions of this Lease.
Section 28.14 — Choice of Law; Venue. This Lease has been made and entered into in the State of Florida, County of
Brevard, and the laws of such state shall govern the validity and interpretation of this Agreement and the performance
due hereunder. Venue for any State Court Action under the terms of this Lease shall be in Brevard County, Florida.
Venue for any Federal Court Action shall be in Orlando, Florida.
Section 28.15 — Sovereign Immunity. The Landlord intends to avail itself of the benefits of Section 768.28, Florida
Statutes, and any other statutes and common law governing sovereign immunity to the fullest extent possible.
Notwithstanding any other provision set forth in this Lease, nothing contained in this Lease shall be construed as a
waiver of the Landlord's right to sovereign immunity under section 768.28, Florida Statutes, or other limitations imposed
on the Landlord's potential liability under state or federal law. As such, the Landlord shall not be liable under this Lease
for punitive damages or interest for the period before judgment. Further, the Landlord shall not be liable for any claim
or judgment, or portion thereof, to any one person for more than two hundred thousand dollars ($200,000.00), or any
claim or judgment, or portion thereof, which, when totaled with all other claims or judgments paid by the State or its
agencies and subdivisions arising out of the same incident or occurrence, exceeds the sum of three hundred thousand
dollars ($300,000.00). This paragraph shall survive termination of this Agreement.
Section 28.16 — Signage for Tenant; Exterior Improvements. Tenant shall be permitted to maintain its existing sign
above its storefront and on the pylon sign at Tenant's sole expense provided such signage is maintained in good repair.
Signage must comply with applicable provisions of the Cape Canaveral City Code. No other signage shall be permitted
on the Premises without the Landlord's prior written consent. Tenant shall not install any exterior improvements on the
Premises without Landlord's prior written consent.
Section 28.17 — Radon Gas. Radon is a naturally occurring radioactive gas that, when it has accumulated in a building
in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed
federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon
testing may be obtained from your county health department. The City has not undertaken any independent study of
the radon levels in the Premises. The above notice should not be construed or interpreted as a notice that the Premises
are exposed to quantities of radon which pose a health risk. The notice is included in this Lease simply because radon
disclosures are now required in all leases pursuant to Florida law.
Section 28.18 - Public Records. It is hereby specifically agreed that any record, document, computerized information
and program, audio or video tape, photograph, or other writing of the Tenant related, directly or indirectly, to this Lease,
may be deemed to be a Public Record whether in the possession or control of the City or the Tenant. Said record,
document, computerized information and program, audio or video tape, photograph, or other writing of the Tenant is
subject to the provisions of Chapter 119, Florida Statutes, and may not be destroyed without the specific written
approval of the City's City Manager. Upon request by the City, the Tenant shall promptly supply copies of said public
records to the City. All books, cards, registers, receipts, documents, and other papers in connection with this Lease shall
at any and all reasonable times during the normal working hours of the Tenant be open and freely exhibited to the City
for the purpose of examination and/or audit. Failure by Tenant to grant such access and comply with public records
laws and/or requests shall be grounds for immediate unilateral cancellation of this Lease by the City upon delivery of a
written notice of cancellation. If Tenant fails to comply with this Section, and the City must enforce this Section, or the
City suffers a third party award of attorney's fees and/or damages for violating Chapter 119, Florida Statutes, due to
LEASE AGREEMENT
Page 14 of 16
Tenant's failure to comply with this Section,the City shall collect from Tenant prevailing party attorney's fees and costs,
and any damages incurred by the City,for enforcing this Section against Tenant. And, if applicable, the City shall also
be entitled to reimbursement of all attorneys'fees and damages which the City had to pay a third party because of the
Tenant's failure to comply with this Section. The terms and conditions set forth in this Section shall survive the
termination of this Agreement.
Section 28.19—Civil Riahts. The Tenant agrees to comply with any and all federal, state and local civil rights laws,
including, but not limited to Title VI of the Civil Rights Act of 1964 as amended;Title VII of Civil Rights Act of 1968 as
amended; Section 109 of Title I of the Housing and Community Development Act of 1974; Section 504 of the
Rehabilitation Act of 1973;the Americans with Disabilities Act of 1990;the Age and Discrimination Act of 1975; Executive
Order 11063;and with Executive Order 11246 as amended by Executive Orders 11375 and 12086.
Section 28.20—Corporate Representations. Each party makes the following representations to the other:
A. Each party is duly organized and in good standing under the laws of the State of Florida,and is duly qualified
and authorized to carry on the functions, responsibilities, and obligations in this Agreement.
B. The undersigned signatory for each party has the power, authority, and the legal right to enter into and
perform the obligations set forth in this Lease and all applicable exhibits thereto, and the execution, delivery, and
performance hereof by Tenant and Landlord (respectively) has been duly authorized by all necessary parties. In support
of said representation by Tenant, Tenant agrees to provide, if requested by the City, a copy to the City of a corporate
certificate of good standing provided by the State of Florida prior to,or any time after,the execution of this Agreement.
Section 28.21 —Excusable Delay. For purposes of this Lease,the term "Excusable Delay"shall mean and be limited to
any delays(other than the payment of monetary obligations) due to civil commotion,war or warlike operations,acts of
terrorism, acts of a public enemy, invasion, rebellion, hostilities, military or usurped power, sabotage, government
regulations or controls, inability to obtain any material, utility, or service because of governmental restrictions,
hurricanes,floods,or other natural disasters,or acts of God. Any party seeking to excuse or delay performance due to
an Excusable Delay under this Section will provide detailed written notice to the other party of the nature and
anticipated duration of the delay within ten (10) days of the event. A party claiming the benefit of an Excusable Delay
shall use reasonable efforts to avoid or overcome the causes affecting performance and diligently fulfill all outstanding
obligations within thirty (30) days. The thirty (30) day time-period may be extended upon mutual written agreement
by the parties, if it is determined by the party not claiming the benefit of an Excusable Delay, that the nature and
anticipated duration of the delay warrant such extension.
Section 28.22—Landlord Rules and Reaulations. Tenant shall comply with any written rules and regulations
promulgated to all Tenants by Landlord related to the use,safety,security,and maintenance of the Premises
Section 28.23 — No Recordation. This Agreement shall be not be recorded in the public records of Brevard County,
Florida.
In witness, each party to this Lease has caused it to be executed on the date indicated below.
WITNESSES:
LANDLORD
CITY OF CAPE CANAVERAL, FLORIDA
Todd Morley, City Manager
Date:
LEASE AGREEMENT
Page 15 of 16
STATE OF FLORIDA
COUNTY OF BREVARD
The foregoing instrument was acknowledged before me by means of ( ) physical presence or ( ) online
notarization,this day of ,2021,by Todd Morley,the City Manager of the City of Cape Canaveral,Florida,
a Florida municipal corporation. He is personally known to me or produced as
identification.
(NOTARY SEAL)
(Notary Public Signature)
(Print Name)
Notary Public, State of
Commission No.:
My Commission Expires:
WITNESSES:
TENANT:
By:
BELINDA ROLDAN
Date:
STATE OF
COUNTY OF
The foregoing instrument was acknowledged before me by means of ( ) physical presence or ( ) online
notarization, this day of , 2021, by BELINDA ROLDAN. She is personally known to me or produced
as identification.
(NOTARY SEAL)
(Notary Public Signature)
(Print Name)
Notary Public, State of
Commission No.:
My Commission Expires:
LEASE AGREEMENT
Page 16 of 16
DRAFT
Attachment 5
ITEMS FOR DISCUSSION:
10. Discussion on funding of a relocation/assistance program for businesses located within
the City Community Redevelopment Area (CRA): City Manager Morley explained the Item,
options and recommended Council use the CRA funds for assistance grants for relocation of the
tenants if Council decides to fund this program. Discussion ensued and included reviewing the
lease prior to making any decision, the current lease in review status, desire to be cautious in
making a decision either way, treating businesses in the City equally, the assistance program is
based on the actions of the City and language reflecting such should be placed within the grant
application. City Attorney Garganese explained the original contract provisions and complications
that came about due to the tenant provision. Nelson Rivera, business owner/tenant at 7404 N.
Atlantic Avenue, explained he could vacate the premises by December 27, 2021 if they had
$5-7000 in relocation assistance, the difficulties in relocating his shop and current rent is $1275.22
a month. Discussion continued regarding bringing the Item back at a Special Meeting, and there
being no need for a lease if tenants vacate by the end of the year. City Attorney Garganese
explained the Council approved a contract to purchase the property and is trying close the deal
as stated in the contract, working up towards the closing date the Council needs to address
additional items first and this is one of them, the other item is the Interlocal Agreement. Smaily
Ochoa, business owner/tenant at 7404 N. Atlantic Avenue, discussed that he started his business
eight years ago, would like to stay in the City, stated it would take $10,000 to relocate his business
and that he also could vacate the premises by December 27, 2021. Discussion continued regarding
a workshop to discuss the Civic Hub Project, opposition to the Project, how the previous City
Council legitimately voted for the Project, Council opposition to backing out, and desire to spend
funds on such items as stormwater and wastewater projects instead. City Manager Morley
discussed the approximate costs to back out of the Loan to start at $80,000 and potential negative
impacts to the City's good bond and credit ratings are unknown. Finance Director DeLeo discussed
how tenants must pay their rent which are taxpayer dollars, the City is in a good financial position
and advised it would be bad idea to back out of the Project from a financial perspective. Discussion
ensued and included scheduling a Special City Council Meeting before taking action to review the
legal opinion of City Attorney Garganese regarding a potential termination of the
Council -approved final Sale and Purchase Contract, the professional opinion of potential costs of
repaying the Council -approved $1.2M Loan by the City's Financial Advisor Jeff Larson, draft lease
agreement and summary minutes of this discussion for Council to make a decision to go into a
lease agreement or not and possible relocation of the tenants. A motion was made by Mayor
Pro Tem Kellum, seconded by Council Member Willis, to schedule a Special City Council
Meeting on December 7, 2021 as discussed. City Manager Morley confirmed Staff will provide
City Attorney Garganese' opinion on cancelling the Sale and Purchase Contract, City Financial
Advisor Larson's opinion regarding the impacts of returning the $1.2M Loan, summary minutes
reflecting the discussion, action taken and the requests of the tenants regarding relocation
expenses, the draft lease agreement, and any other Items Staff thinks should be included. The
motion carried 5-0.
Mayor Morrison recessed the meeting at 9:09 p.m. The meeting reconvened at 9:21 p.m.
DRAFT
CITY OF
CAPE CANAVERAL
CITY COUNCIL SPECIAL MEETING • DECEMBER 7, 2021
AGENDA ITEM SUMMARY • ITEM # 4
Subject: Approve an Interlocal Agreement between the City Council and the Cape Canaveral
Community Redevelopment Agency (CRA); recognizing a Joint Public Partnership between the City
and the CRA related to the pending purchase and redevelopment activities associated with the
Cape Canaveral Civic Hub (formerly known as "The Promenade"). (tabled November 76, 2027)
Item must be removed from table by majority vote before considering Item for discussion.
Department: City Clerk's Office
Summary: At its November 16, 2021 Regular Meeting, City Council voted 3-2 to table Agenda
Item 2 - Approve an Interlocal Agreement between the City Council and the Cape Canaveral
Community Redevelopment Agency (CRA); recognizing a Joint Public Partnership between the City
and the CRA related to the pending purchase and redevelopment activities associated with the
Cape Canaveral Civic Hub (formerly known as "The Promenade").
If the City Council decides to repay the $1.2 Million Dollar Capital Revenue Note and
terminate the Sale and Purchase Contract with William Scharlau during the previous City
Council Agenda Item, the City Council will no longer need to consider this item and the City
Council does not need to be removed from the table for action.
City Attorney Anthony Garganese, who serves as Parliamentarian at all City Council meetings (City
Code Sec. 2-127), recommends:
1. The City Council must remove the Item from the table by majority vote before any
discussion on the Item takes place.
2. If the Item is not removed from the table, it will not be considered by Council.
3. If the Item is removed from the table, discussion on the Item will occur and Council can
provide direction and take action as the Council deems appropriate.
Submitting Department Director: Mia Goforth Date: 11/30/21
Attachment: Copy of the original Agenda Item 2 from the Regular City Council Meeting on
Tuesday, November 16, 2021 - Approve an Interlocal Agreement between the City Council and the
Cape Canaveral Community Redevelopment Agency (CRA); recognizing a Joint Public Partnership
between the City and the CRA related to the pending purchase and redevelopment activities
associated with the Cape Canaveral Civic Hub (formerly known as "The Promenade").
ATTACHMENT
CITY OF
CAPE CANAVERAL
CITY COUNCIL MEETING • NOVEMBER 16, 2021
AGENDA ITEM SUMMARY • ITEM # 2
Subject: Approve an Interlocal Agreement between the City Council and the Cape Canaveral
Community Redevelopment Agency (CRA); recognizing a Joint Public Partnership between the City
and the CRA related to the pending purchase and redevelopment activities associated with the
Cape Canaveral Civic Hub (formerly known as "The Promenade").
Department: Community and Economic Development
Summary: With the passage of Resolution No. 2012-16, the City created the Community
Redevelopment Agency (CRA), which is tasked with supporting redevelopment activities within its
boundaries. Currently, the primary method of this support is through the financing of public
infrastructure.
The FY 2021/22 budget includes projected FY 2021/22 CRA revenue of $5,744,605, which includes
line items of $943,062 of ad valorem revenue from both the City and Brevard County, and a
$3,793,193 transfer from the General Fund (loan proceeds from the $6.2 million Capital
Improvement Revenue Note).
As part of establishing the CRA, a Redevelopment Plan was adopted that provides for the provision
of necessary public facilities at acceptable levels of service within the CRA to accommodate existing
and future needs, to include the provision of adequate parks and recreation services. To this end,
the purchase of property to expand the City's Civic Hub is moving forward. The Civic Hub Project
(Project) has been identified for purposes of supporting the local cultural enrichment/education
programs and a mechanism for public engagement and to provide open space and beautification
opportunities.
To expedite this Project, the City Council adopted Ordinance No. 39-2021 and Resolution No. 2021-
21 authorizing a loan agreement with Synovus Bank in the amount of $1.2 million to complete the
acquisition of the property and a portion of the design, demolition, permitting and construction
costs of the project.
Consistent with Section 163.400, Florida Statutes, the attached Interlocal Agreement attests to the
Agency's commitment to reimburse the City for the annual principal and interest payments paid on
the Bank Loan from increment revenues deposited into the Redevelopment Trust Fund or proceeds
of future bonds that may be issued by the Agency. The loan will be amortized over a 10-year period
and be paid in full on August 1, 2031 (see Exhibit to Attachment).
Note that the financial commitment proposed through this Interlocal Agreement is not considered
a loan between the City and CRA, but rather a commitment to contribute to the financing of the
Project. Furthermore, the terms and conditions of the Interlocal Agreement are consistent with the
goals and policies of the Redevelopment Plan.
The CRA Board met on November 16, 2021, to consider the Interlocal and to make a
recommendation to the Council on its approval.
Submitting Department Director: David Dickey
Date: 11/9/21
City of Cape Canaveral
City Council Meeting • November 16, 2021
Agenda Item # 2
Page 2 of 2
Attachments:
1 - Interlocal Agreement w/Exhibit
2 - CRA Eligibility Memo
Financial Impact:
Staff time and effort to prepare this agenda item; $1.2 million loan to fund the redevelopment
project. The City will be reimbursed by the Agency in annual equal installments amortized on a 10-
year term. The first installment shall be due the City on February 1, 2022 and subsequent
installments shall be due semiannually until the note is paid in full on August 1, 2031. The annual
interest rate will be set at 1.61 %. Staff time and effort to prepare this Agenda item.
Reviewed by Administrative/Financial
Services Director: John DeLeo Date: 11/5/21
The City Manager recommends the City Council take the following action:
Approve the Interlocal Agreement.
Approved by City Manager: Todd Morley Date: 11/9/21
Attachment 1
Prepared by and return to:
Anthony A. Garganese, City Attorney
Garganese, Weiss, D'Agresta & Salzman, P.A.
Post Office Box 2873
Orlando, Florida 32802-2873
(407) 425-9566
INTERLOCAL AGREEMENT
(Financial Contribution for Public Redevelopment Activities)
This Agreement entered into this day of November, 2021, by and between
the CITY OF CAPE CANAVERAL, FLORIDA, a municipal corporation of the State of
Florida ("City"), and the CAPE CANAVERAL COMMUNITY REDEVELOPMENT AGENCY,
a body politic and corporate created pursuant to Part III, Chapter 163, Florida Statutes
and City of Cape Canaveral Resolution No. 2012-16 ("Agency").
WITNESSETH:
WHEREAS, in 2012 the City created the Agency pursuant to Resolution 2012-16;
and
WHEREAS, the City and Agency hereby recognize, as more fully explained herein,
that a joint public partnership exists between the Agency and the City for purposes of
acquiring, designing, permitting, constructing and financing an expansion of the Cape
Canaveral City Campus located along N. Atlantic Avenue (A1A) ("Project"); and
WHEREAS, the Agency is beginning to generate adequate tax increment funding
to commence making significant public capital investments in the Redevelopment Area
Interlocal Agreement
City of Cape Canaveral - Cape Canaveral Community Redevelopment Agency
2021 Loan Payment Reimbursement Agreement
Page 1 of 18
in accordance with the Agency's Redevelopment Plan ("Redevelopment Plan") and the
Community Redevelopment Act of 1969 and as more specifically stated herein; and
WHEREAS, the Redevelopment Plan provides that the Agency will formulate,
finance and implement redevelopment strategies that will serve as a catalyst for future
redevelopment and business opportunities within the Redevelopment Area; and
WHEREAS, the Redevelopment Plan also provides that the Agency will provide
necessary public facilities at acceptable levels of service within the Redevelopment Area
to accommodate existing and future needs as proposed development occurs within the
Redevelopment Area including, but not limited to, (i) the Agency working with all
appropriate government agencies and private utilities to ensure the provision of
adequate services and facilities within the Redevelopment Area including parks and
recreation and other public services; (ii) the Agency pursuing adequate park and
recreation facilities, open space and beautification opportunities that may be desirable
for neighborhood improvement, with special consideration for the health, safety and
welfare of children; and
WHEREAS, as a result of a City of Cape Canaveral initiated strategic planning
process, the City has identified the Project to enhance the Cape Canaveral City Campus
within the Redevelopment Area; and
WHEREAS, the Project will be located adjacent to other City owned facilities and
Interlocal Agreement
City of Cape Canaveral - Cape Canaveral Community Redevelopment Agency
2021 Loan Payment Reimbursement Agreement
Page 2 of 18
serve as an in -fill acquisition of land and redevelopment project that will provide the
City with an opportunity to create a compact and contiguous City campus to support
local culture, commerce and education and serve as a venue for cultural
enrichment/education programs and a mechanism for public engagement in the arts
and repository for the City's rich cultural heritage; and
WHEREAS, the Project is a major redevelopment activities which is expressly
contemplated by, and in furtherance of implementing, the goals, policies and objectives
set forth in the Redevelopment Plan; and
WHEREAS, the current and previous annual budgets and capital improvement
plans of the City and Agency provide that the Agency will participate with the City in
funding the acquisition and construction of the Project; and
WHEREAS, the Agency and City desire to partner together in pursuing the
acquisition and construction of the redevelopment activities associated with the Project
for purposes of supporting the local culture, commerce and education and serve as a
venue for cultural enrichment/education programs and a mechanism for public
engagement in the arts and repository for the City's rich cultural heritage and provide
open space and beautification opportunities that may be desirable for the residents and
businesses of Cape Canaveral and the Redevelopment Area; and
WHEREAS, the Agency and City also desire to pursue these redevelopment
Interlocal Agreement
City of Cape Canaveral - Cape Canaveral Community Redevelopment Agency
2021 Loan Payment Reimbursement Agreement
Page 3 of 18
activities to promote future economic development within the Redevelopment Area and
the City; and
WHEREAS, to expedite the funding of the aforementioned redevelopment
activities under historically favorable lending terms, the City Council adopted Ordinance
No. 39-2021 and Resolution No. 2021-21 authorizing a loan agreement with Synovus
Bank for a loan in the amount $1,200,000, as more specifically defined in Section 3(a) of
this Interlocal Agreement ("Bank Loan"); and
WHEREAS, the Bank Loan is in furtherance of the City and the Agency having
adequate funding to complete the acquisition of the Project and a portion of the design,
permitting and construction costs of the Project; and
WHEREAS, the Agency has generated sufficient annual tax increment funding to
reimburse the City the annual principal & interest payments on the Bank Loan as the
Agency's financial contribution to the aforementioned redevelopment activities in
furtherance of the Redevelopment Plan; and
WHEREAS, although the financial commitment made by the Agency hereunder
and accepted and agreed to by the City under this Interlocal Agreement is not a loan
between the City and the Agency, to the extent that this Interlocal Agreement is
construed as a loan, the Agency and City are aware that the Florida Attorney General
has previously opined that loans between a city and redevelopment agency comply with
Interlocal Agreement
City of Cape Canaveral - Cape Canaveral Community Redevelopment Agency
2021 Loan Payment Reimbursement Agreement
Page 4 of 18
Florida law. See Op. Fla. Att'y Gen. 2001-30; and
WHEREAS, it is necessary and proper for the Agency to agree to contribute to
the financing of the Project and any other capital projects within the Agency's
Redevelopment Area and to reimburse the City for the annual principal and interest
payments paid by the City on the Bank Loan under the terms and conditions of this
Agreement; and
WHEREAS, the City and Agency are desirous of entering into this Interlocal
Agreement to provide for the Agency's commitment to reimburse the City for the
annual principal and interest payments paid on the Bank Loan from increment revenues
deposited into the Redevelopment Trust Fund, and by any other available funding
received by the Agency, or the proceeds of future bonds that may be issued by the
Agency in the future; and
WHEREAS, the City and the Agency hereby deem the terms and conditions of
this Interlocal Agreement are consistent with the existing goals, policies and objectives
of the Redevelopment Plan; and
WHEREAS, the City Council of the City of Cape Canaveral, Florida, and the
governing board of the Cape Canaveral Community Redevelopment Agency, hereby
find this Interlocal Agreement to be in the best interests of the public health, safety, and
welfare of the citizens of Cape Canaveral and the Redevelopment Area.
Interlocal Agreement
City of Cape Canaveral - Cape Canaveral Community Redevelopment Agency
2021 Loan Payment Reimbursement Agreement
Page 5 of 18
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties hereto agree as follows:
SECTION 1. RECITALS; AUTHORITY. The foregoing recitals are true and
correct and hereby incorporated herein by this reference. This Agreement is entered
into pursuant to the authority of Section 163.01, Florida Statutes, and Part III, Chapter
163, Florida Statutes, particularly including Section 163.400, Florida Statutes.
SECTION 2. CONSISTENCY WITH THE REDEVELOPMENT PLAN. The City and
the Agency hereby agree that this Agreement is consistent with the Agency's
Redevelopment Plan, and that a modification of the Redevelopment Plan is not legally
necessary to approve, execute and implement the terms and conditions of this Interlocal
Agreement.
SECTION 3. DEFINITIONS.
(a) As used in this Agreement, the following terms shall have the following
meanings:
(1) "Act" means the actions by the governing body of the Agency and
the City Council creating the Agency and authorizing this Interlocal
Agreement, Section 163.01, Florida Statutes, as amended, Part III, Chapter
163, Florida Statutes, and other applicable provisions of law.
Interlocal Agreement
City of Cape Canaveral - Cape Canaveral Community Redevelopment Agency
2021 Loan Payment Reimbursement Agreement
Page 6 of 18
(2) "Agency" means the Cape Canaveral Community Redevelopment
Agency Florida, and any successor thereto.
(3) "Bank Loan" means that certain bank loan authorized by the City's
City Council by Ordinance No. 39-2021 and Resolution No. 2021-21
authorizing a loan agreement between the City and Synovus Bank in the
original principal amount of up to One Million Two Hundred Thousand
and No/100 Dollars ($1,200,000.00), with a term of 10 years and interest
rate of 1.61 %, for purposes of funding the Project and other related capital
improvements. Said Bank Loan is payable in accordance with the attached
Debt Service Schedule, which is hereby fully incorporated herein as
EXHIBIT "A."
(4) "Area" or "Redevelopment Area" means the Agency's jurisdictional
area of operation which is legally described and set forth in City Resolution
2012-16, as may be amended.
(5) "City" means the City of Cape Canaveral, Florida, a Florida municipal
corporation.
(6) "City Council" means the elected governing body of the City.
(7) "Fiscal Year" means the period commencing on October 1 of each
year and continuing to and including the succeeding September 30.
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(8) "Governing Body" means the governing board of the Agency, or
any successor board, commission or council thereto.
(9) "Increment Revenues" means any monies deposited in the
Redevelopment Trust Fund pursuant to Section 163.387, Florida Statutes,
plus any investment earnings thereof.
(10) "Plan" means the Redevelopment Plan adopted by the Agency and
the City Council pursuant to the Act for redevelopment in the area of
operation of the Agency.
(11) "Redevelopment Activities" shall mean those activities funded by
the Bank Loan located within the Redevelopment Area, specifically the
Project and other related capital improvements, and falling within the
definitions of "community redevelopment," "redevelopment," "related
activities," and "community policing innovation" as those terms are
defined in section 163.340, Florida Statutes, and authorized by the Plan
including design, engineering, permitting and construction costs incurred
by the City and/or Agency directly related to such activities.
(12) "Redevelopment Trust Fund" means the redevelopment trust fund
of the Agency created and established pursuant to the Act in which
Increment Revenues are deposited.
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(b) Words importing singular numbers shall include the plural number in each
case and vice versa, and words importing persons shall include firms, corporations or
other entities, including governments or governmental bodies. References to Florida
Statutes are to Florida Statutes (2021), as amended.
SECTION 4. FINDINGS AND DETERMINATIONS.
(a) The parties hereto recognize and find that it is in the best interest of each
party and the public to establish an additional cooperative relationship between the
parties hereto in order to best carry out the purposes of the Act, specifically including
the Redevelopment Activities which will occur within the Area on a timely and
expeditious basis. The parties hereto do further find that the Agency has sufficient
available funds to timely carry out the financial contribution required by Section 5 of this
Interlocal Agreement to assist in funding the certain Redevelopment Activities under the
Act and more specifically described herein.
(b) It is hereby ascertained, determined and declared by the Governing Body
of the Agency, that:
(1) It is in the best interests of the citizens of the City and is
contemplated by the Act and the Agency's Redevelopment Plan that the
Agency undertake certain actions in order to further the redevelopment of
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2021 Loan Payment Reimbursement Agreement
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its Area of operation within the corporate limits of the City through the
implementation of the Plan by engaging in the Redevelopment Activities.
(2) The Agency is authorized under the Act to use Increment Revenues
and other available funds of the Agency, if any, to make the financial
contribution to the City pursuant to Section 163.400, Florida Statutes, to
pay all or a portion of the Redevelopment Activities of the City and
Agency.
(3) The financial contribution required under this Interlocal Agreement
will be paid from all available funding sources available to the Agency
including, but not limited to, Increment Revenues, grants, and any Agency
Bonds that may be issued by the Agency if warranted and financially
feasible, and the Agency is authorized under the Act to issue, if necessary,
any future Agency Notes without a vote of the electors residing within the
area of operation of the Agency or within the City or any part thereof.
SECTION 5. AUTHORIZATION; FINANCIAL CONTRIBUTION.
(a) On a fiscal year basis, the Agency agrees to make a financial contribution
to the City from any available funds in an amount equal to each loan payment due, and
paid by the City, under the Bank Loan, as more specifically stated in the Debt Service
Schedule attached hereto as EXHIBIT "A." The reimbursement commitment made by
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2021 Loan Payment Reimbursement Agreement
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the Agency under this Section shall be retroactive to the first loan payment made by the
City and shall continue until such time as the Bank Loan is deemed paid in full by the
City and the bank. However, the Agency shall not be responsible for reimbursing the
City for any penalties or fees incurred by the City as a result of late payments.
Consistent with the terms and conditions of the Bank Loan, the Agency's financial
contribution made under this Interlocal Agreement is likewise intended to be used for,
and contingent upon the City, constructing the Redevelopment Activities.
(b) The Agency agrees to annually budget and appropriate sufficient funds to
make the reimbursement payment required by this Section from: (i) Increment
Revenues; (ii) all other revenue and funding sources available and received by the
Agency at any given time, and (iii) the proceeds from any Agency Bonds that may be
issued by the Agency with the City's approval to make the reimbursement commitment
required by this Section.
(c) The Agency's commitment and obligations under this Section shall not be
deemed to constitute a general obligation of the Agency or the City or a debt, liability
or obligation of the Agency, the City, the State of Florida or any political subdivision
thereof or a pledge of the faith and credit of the Agency, the City, the State of Florida or
any political subdivision thereof. Neither the Agency, the City, the State of Florida or
any political subdivision thereof, shall be directly, indirectly or contingently obligated to
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2021 Loan Payment Reimbursement Agreement
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levy or to pledge any form of ad valorem taxation whatsoever for the Agency's
obligation to make the financial commitment required by this Section or the City's
obligation to repay the Bank Loan.
(d) The Agency covenants and agrees to perform and comply in every respect
material to the financial commitment required under this Section with all applicable
laws, rules and regulations relating to the preparation and implementation of the Plan
and the performance of the Agency's covenants and obligations hereunder.
SECTION 6. REMEDIES; NO GENERAL OBLIGATION. In the event the Agency
should fail to perform any promise, covenant or condition contained herein, the City
shall be entitled to seek any remedy then available to it under applicable law and may
proceed to obtain equitable relief, including injunctive relief, from any court of
competent jurisdiction. The parties hereto recognize and acknowledge that the only
sources of payment to the City of the Agency's financial commitment herein are the
Increment Revenues deposited in the Redevelopment Trust Fund, funds from any other
revenue and funding sources available and received by the Agency at any given time,
and the proceeds from any Agency Bonds issued to pay the financial commitment under
this Interlocal Agreement, and the obligation evidenced here is not a general obligation
or a pledge of the full faith and credit of the Agency or any other governmental entity
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or political subdivision of the State of Florida, under any applicable statutory or
constitutional provision.
SECTION 7. REPRESENTATIONS AND WARRANTIES.
(a) The Agency does hereby represent and warrant to the City that it has all
requisite power, authority and authorization to enter into this Agreement and has taken,
or will take, all necessary actions required to enter into this Agreement, make any
payment contemplated hereby, and to fulfill any and all of its obligations, duties and
responsibilities for or required of it by this Agreement, for their exercise individually or
collectively.
(b) The City does hereby represent and warrant to the Agency that it has all
requisite power, authority, and authorization to enter into this Agreement, has taken, or
will take in the near future, all necessary actions required to enter into this Agreement,
and to fulfill any and all of its obligations, duties and responsibilities for or required of it
by this Agreement, whether exercised individually or collectively.
(c) The City does hereby represent and warrant to the Agency that it does not
intend to sell, convey or assign the Bank Loan or proceeds thereof to any other person
and intends to hold the Bank Loan until maturity.
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2021 Loan Payment Reimbursement Agreement
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(d) The City does hereby represent and warrant that the financial contribution
made by the Agency under this Interlocal Agreement will be used to repay the Bank
Loan for purposes of funding the Redevelopment Activities.
SECTION 8. AMENDMENTS. This Agreement may be amended only by the
mutual written agreement of the City and the Agency at any time and from time to time.
SECTION 9. THIS AGREEMENT CONSTITUTES A CONTRACT. In consideration
of the acceptance of their mutual duties, obligations, and responsibilities hereunder, this
Agreement shall be deemed to be and shall constitute a contract between the City and
the Agency.
SECTION 10. SEVERABILITY. If any one or more of the covenants, agreements
or provisions of this Agreement shall be held contrary to any express provisions of law
or contrary to any policy or express law, although not expressly prohibited, or against
public policy, or shall for any reason whatsoever be held invalid, then such covenants,
agreements or provisions shall be null and void and shall be deemed separate from the
remaining covenants, agreements or provisions of this Agreement.
SECTION 11. CONTROLLING LAW. All covenants, stipulations, obligations,
and agreements of the City and the Agency contained in this Agreement shall be
deemed to be covenants, stipulations, obligations and agreements of each of the City
and Agency, respectively, to the full extent authorized by the Act and provided by the
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2021 Loan Payment Reimbursement Agreement
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Constitution or the laws of the State of Florida. Any and all provisions of this Agreement
and any proceedings seeking to enforce or challenge any provisions of this Agreement
shall be governed by the laws of the State of Florida. Venue for any proceeding
pertaining to this Agreement shall be Brevard County, Florida.
SECTION 12. NO MEMBER LIABILITY. No covenant, stipulation, obligation or
agreement contained herein shall be deemed to be a covenant, stipulation, obligation
or agreement of any present or future member of the governing body or agent or
employee of the City or the Agency in its, his or their individual capacity, and neither the
members of the City Council or the Governing Body of the Agency, nor any official
executing this Agreement shall be liable personally or shall be subject to any
accountability for reason of the execution by the City or the Agency of this Agreement
or any act pertaining thereto.
SECTION 13. FILING OF AGREEMENT ONLY. The Clerk of the City is hereby
authorized and directed after approval of this Agreement by the City Council and the
Governing Body of the Agency and the execution thereof by the duly qualified and
authorized officers of each of the parties hereto, to file this Agreement with the Clerk of
the Circuit Court of Brevard County, Florida, in accordance with Section 163.01(11),
Florida Statutes.
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SECTION 14. ASSIGNMENT. Neither party to this Agreement may assign, sell,
transfer, convey, or give any or all of its rights, duties, obligations, and responsibilities
under this Agreement without the prior written approval and consent of the other party.
SECTION 15. EXPIRATION DATE; TERMINATION. Unless extended by mutual
agreement of the City and the Agency by adoption and execution of a subsequent
interlocal agreement, this Agreement shall expire at such time as the City has fully paid
all principal and accrued interest on the Bank Loan or when the Agency sunsets as a
legal entity, whichever occurs first. Notwithstanding the aforesaid, the Agency may
terminate this Agreement if the City decides not to construct the Redevelopment
Activities. Further, the parties may terminate this Agreement by mutual written
agreement.
SECTION 16. EFFECTIVE DATE. This Agreement shall become effective on
November 16, 2021 upon the execution by the appropriate officers of the City and the
Agency, and upon filing this Agreement with the Clerk of the Circuit Court of Brevard
County, Florida, as required by Section 163.01(11), Florida Statutes.
IN WITNESS WHEREOF, the parties hereto, by and through the undersigned,
have entered into this Interlocal Agreement on the date and the year first above written.
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2021 Loan Payment Reimbursement Agreement
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ATTEST (SEAL):
By:
CITY OF CAPE CANAVERAL, FLORIDA
Mia Goforth, CMC, City Clerk Bob Hoog, Mayor
STATE OF FLORIDA
COUNTY OF BREVARD
I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State
and County aforesaid to take acknowledgments, by [ 1 physical presence or [ ] online
notarization, appeared Bob Hoog, Mayor of the City of Cape Canaveral, ❑ to me
known personally or ❑ who produced as identification, to be the
person described in and who executed the foregoing instrument and he acknowledged
before me that he executed the same for the purposes set forth herein, and he did not
swear an oath.
(Notary Seal)
NOTARY PUBLIC
My Commission Expires:
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CAPE CANAVERAL COMMUNITY REDEVELOPMENT AGENCY
ATTEST:
By:
Mia Goforth, CMC, Recording Secretary Bob Hoog, Chairperson
STATE OF FLORIDA
COUNTY OF BREVARD
I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State
and County aforesaid to take acknowledgments, by [ 1 physical presence or [ ] online
notarization, appeared Bob Hoog, Chairperson of the Cape Canaveral Community
Redevelopment Agency, ❑ to me known personally or ❑ who produced
as identification, to be the person described in and who executed the
foregoing instrument and he acknowledged before me that he executed the same for
the purposes set forth herein, and he did not swear an oath.
(Notary Seal)
NOTARY PUBLIC
My Commission Expires:
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2021 Loan Payment Reimbursement Agreement
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EXHIBIT "A"
BOND DEBT SERVICE
City of Cape Canaveral,Florida
Capital Improvement Revenue Note,Series 2021
Synovus BQ Fixed RFP
Dated Date: 10/21/2021
Delivery Date: 10/21/2021
Annual
Date Principal Coupon Interest Debt Service Debt Service
10/21/2021
2/1/2022 116,000 1.610% 5,366.67 121,366.67
8/1/2022 8,726.20 8,726.20 130,092.87
2/1/2023 113,000 1.610% 8,726.20 121,726.20
8/1/2023 7,816.55 7,816.55 129,542.75
2/1/2024 114,000 1.610% 7,816.55 121,816.55
8/1/2024 6,898.85 6,898.85 128,715.40
2/1/2025 116,000 1.610% 6,898.85 122,898.85
8/1/2025 5,965.05 5,965.05 128,863.90
2/1/2026 118,000 1.610% 5,965.05 123,965.05
8/1/2026 5,015.15 5,015.15 128,980.20
2/1/2027 120,000 1.610% 5,015.15 125,015.15
8/1/2027 4,049.15 4,049.15 129,064.30
2/1/2028 122,000 1.610% 4,049.15 126,049.15
8/1/2028 3,067.05 3,067.05 129,116.20
2/1/2029 125,000 1.610% 3,067.05 128,067.05
8/1/2029 2,060.80 2,060.80 130,127.85
2/1/2030 127,000 1.610% 2,060.80 129,060.80
8/1/2030 1,038.45 1,038.45 130,099.25
2/1/2031 129,000 1.610% 1,038.45 130,038.45
8/1/2031 130,038.45
1,200,000 94,641.17 1,294,641.17
Accrued Interest
Average Life(yrs) 4.899
Average Coupon 1.610000%
All In TIC 2.683470%
Arbitrage Yield 1.610171%
TIC w/legal 1.745781%
Maximum Debt: 130,128
Term(yrs) 9.28
10/20/2021
Prepared by Larson Consulting Services,Orlando,Florida Page 2 Cape Canaveral-Series 2021(Synova RFP).xlsm
CITY OF
CAPE CANAVERAL
COMMUNITY REDEVELOPMENT AGENCY (CRA)
November 3, 2021
TO: Cape Canaveral City Council
VIA: Todd Morley, City Manager
FROM: David Dickey, CRA Director
SUBJECT: Civic Hub Project
As outlined in the December 9, 2020 Revised Agenda Packet Process memo, the CRA Director shall
provide a detailed memo outlining the following related to CRA-eligible/funded projects:
Attachment 2
1. The project geographically lies entirely within the CRA: Yes, the entire project is located
within the CRA boundary.
2. The project falls under an "eligible project" category within the City's CRA Plan: Yes, the
project is consistent with the CRA Strategy of providing necessary public improvements at
acceptable levels of service within the redevelopment area. Specifically, to pursue adequate
park and recreation facilities, open space and beautification opportunities that may be
desirable for neighborhood improvement, with special consideration for the health, safety,
and welfare of children.
3. Funding appeared within the last 5 years in the General Fund: No.
4. Funding has ever appeared in the General Fund 5-Year CIP: No.
5. The project is consistent with the Interlocal Agreement between the CRA and Brevard
County, dated June 19, 2018. Yes, the project is consistent with the Interlocal Agreement.