Addendum_2_Attachment_Kiss_2015B_LA.pdf

LOAN AGREEMENT

between

CITY OF KISSIMMEE, FLORIDA

and

PINNACLE PUBLIC FINANCE, INC.

Dated July 23, 2015

Relating to

$3,820,000 City of Kissimmee, Florida

Capital Improvement Refunding Revenue Note, Series 2015B

LOAN AGREEMENT

between

CITY OF KISSIMMEE, FLORIDA

and

PINNACLE PUBLIC FINANCE, INC.

Dated July 23, 2015

Relating to

$3,820,000 City of Kissimmee, Florida

Capital Improvement Refunding Revenue Note, Series 2015B

TABLE OF CONTENTS

Page

SECTION 1. DEFINITIONS 2

SECTION 2. INTERPRETATION 4

SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE CITY AND LENDER 5

SECTION 4. THE LOAN AND THE SERIES 2015B NOTE 7

SECTION 5. EXECUTION OF SERIES 2015B NOTE 9

SECTION 6. REGISTRATION AND TRANSFER OF SERIES 2015B NOTE 9

SECTION 7. SERIES 2015B NOTE MUTILATED, DESTROYED, STOLEN OR LOST 10

SECTION 8. SECURITY; SERIES 2015B NOTE NOT DEBT OF CITY; DEBT SERVICE FUND 11

SECTION 9. COVENANTS OF THE CITY 12

SECTION 10. CONDITIONS PRECEDENT 13

SECTION 11. NOTICES 14

SECTION 12. EVENTS OF DEFAULT DEFINED 15

SECTION 13. REMEDIES 16

SECTION 14. NO RECOURSE 17

SECTION 15. PAYMENTS DUE ON SATURDAYS, SUNDAYS AND HOLIDAYS 17

SECTION 16. FINAL AGREEMENT; AMENDMENTS, CHANGES AND MODIFICATIONS;

ASSIGNMENT 17

SECTION 17. BINDING EFFECT; DISCHARGE 17

SECTION 18. CONSTRUCTION; SEVERABILITY 17

SECTION 19. EXECUTION IN COUNTERPARTS 18

SECTION 20. APPLICABLE LAW 18

Exhibit A — Form of Series 2015B Note A-1

TABLE OF CONTENTS

Page

SECTION 1. DEFINITIONS 2

SECTION 2. INTERPRETATION 4

SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE CITY AND LENDER 5

SECTION 4. THE LOAN AND THE SERIES 2015B NOTE 7

SECTION 5. EXECUTION OF SERIES 2015B NOTE 9

SECTION 6. REGISTRATION AND TRANSFER OF SERIES 2015B NOTE 9

SECTION 7. SERIES 2015B NOTE MUTILATED, DESTROYED, STOLEN OR LOST 10

SECTION 8. SECURITY; SERIES 2015B NOTE NOT DEBT OF CITY; DEBT SERVICE FUND 11

SECTION 9. COVENANTS OF THE CITY 12

SECTION 10. CONDITIONS PRECEDENT 13

SECTION 11. NOTICES 14

SECTION 12. EVENTS OF DEFAULT DEFINED 15

SECTION 13. REMEDIES 16

SECTION 14. NO RECOURSE 17

SECTION 15. PAYMENTS DUE ON SATURDAYS, SUNDAYS AND HOLIDAYS 17

SECTION 16. FINAL AGREEMENT; AMENDMENTS, CHANGES AND MODIFICATIONS;

ASSIGNMENT 17

SECTION 17. BINDING EFFECT; DISCHARGE 17

SECTION 18. CONSTRUCTION; SEVERABILITY 17

SECTION 19. EXECUTION IN COUNTERPARTS 18

SECTION 20. APPLICABLE LAW 18

Exhibit A — Form of Series 2015B Note A-1

LOAN AGREEMENT

This LOAN AGREEMENT (this "Agreement") is made and entered into as of July 23, 2015, by and between the CITY OF KISSIMMEE, FLORIDA (the "City"), and PINNACLE PUBLIC FINANCE, INC., a Delaware corporation (the "Lender").

WITNE S SETH:

WHEREAS, the City has determined that it will be necessary, desirable and in the best interests of the City and its inhabitants that the City undertake the Refunding hereinafter described; and

WHEREAS, the City has determined that it will be without adequate currently available funds to pay the Refunding Costs, and that it will be necessary that funds be made available to the City in order to undertake the Refunding; and

WHEREAS, the City issued a request for proposals and received proposals from various financial institutions to loan funds to the City for the purpose of financing Refunding Costs (the "Loan"); and

WHEREAS, following review and negotiation of the proposals and recommendation by the City's Financial Advisor and City staff, the City Commission has determined that the Lender submitted the proposal (the "Proposal") with terms and provisions most favorable to the City; and

WHEREAS, the City has accepted the Proposal and the Lender is willing to provide the Loan to the City as provided herein, but only upon the terms and conditions of this Agreement;

and

WHEREAS, the obligation of the City to repay the Loan shall be evidenced by the Series 2015B Note; and

WHEREAS, the City has determined that it is in the best interest of the health, safety, and welfare of the City and the inhabitants thereof that the City enter into this Agreement and to secure the obligation of the City to repay the principal of and interest on the Series 2015B Note when due and to make the other payments, if any, required thereunder and hereunder by a covenant to budget and appropriate legally available Non-Ad Valorem Revenues as provided herein; and

WHEREAS, the obligation of the City to repay principal of and interest on the Series 2015B Note and to make the other payments, if any, required thereunder and hereunder shall not constitute a general obligation or indebtedness of the City as a "bond" within the meaning of any provision of the Constitution of the State, but shall be and is hereby declared to be a special, limited obligation of the City, secured solely by the Covenant and the moneys actually budgeted and appropriated and deposited into the Debt Service Fund pursuant thereto in the manner provided herein; and

LOAN AGREEMENT

This LOAN AGREEMENT (this "Agreement") is made and entered into as of July 23, 2015, by and between the CITY OF KISSIMMEE, FLORIDA (the "City"), and PINNACLE PUBLIC FINANCE, INC., a Delaware corporation (the "Lender").

WITNES SETH:

WHEREAS, the City has determined that it will be necessary, desirable and in the best interests of the City and its inhabitants that the City undertake the Refunding hereinafter described; and

WHEREAS, the City has determined that it will be without adequate currently available funds to pay the Refunding Costs, and that it will be necessary that funds be made available to the City in order to undertake the Refunding; and

WHEREAS, the City issued a request for proposals and received proposals from various financial institutions to loan funds to the City for the purpose of financing Refunding Costs (the "Loan"); and

WHEREAS, following review and negotiation of the proposals and recommendation by the City's Financial Advisor and City staff, the City Commission has determined that the Lender submitted the proposal (the "Proposal") with terms and provisions most favorable to the City; and

WHEREAS, the City has accepted the Proposal and the Lender is willing to provide the Loan to the City as provided herein, but only upon the terms and conditions of this Agreement;

and

WHEREAS, the obligation of the City to repay the Loan shall be evidenced by the Series 2015B Note; and

WHEREAS, the City has determined that it is in the best interest of the health, safety, and welfare of the City and the inhabitants thereof that the City enter into this Agreement and to secure the obligation of the City to repay the principal of and interest on the Series 2015B Note when due and to make the other payments, if any, required thereunder and hereunder by a covenant to budget and appropriate legally available Non-Ad Valorem Revenues as provided herein; and

WHEREAS, the obligation of the City to repay principal of and interest on the Series 2015B Note and to make the other payments, if any, required thereunder and hereunder shall not constitute a general obligation or indebtedness of the City as a "bond" within the meaning of any provision of the Constitution of the State, but shall be and is hereby declared to be a special, limited obligation of the City, secured solely by the Covenant and the moneys actually budgeted and appropriated and deposited into the Debt Service Fund pursuant thereto in the manner provided herein; and

WHEREAS, the City is not and cannot be obligated to exercise the ad valorem taxing power of the City or to use any proceeds of ad valorem taxation for any purpose, including, without limitation, to pay the principal of or interest on the Series 2015B Note or to make other payments, if any, provided for therein or herein, or to maintain or continue any of the activities of the City which generate user service charges, regulatory fees or any other Non-Ad Valorem Revenues, and neither the Series 2015B Note, nor the interest thereon, nor the other payments, if any, required thereunder or hereunder shall be or constitute a lien upon any property of or in the City;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and the Lender do hereby agree as follows:

SECTION 1. DEFINITIONS. The following terms shall have the following meanings herein, unless the text otherwise expressly requires:

"Act" means Chapter 166, Florida Statutes, as amended, and other applicable provisions of law.

"Bond Counsel" means Bryant Miller Olive P.A., or such other law firm having a nationally-recognized practice in the areas of local, state, and federal law related to the debt obligations of state and local governments.

"Business Day" means any day of the year which is not a Saturday or Sunday or a day on which banking institutions located in New York City or the State are required or authorized to remain closed or on which the New York Stock Exchange is closed.

"City" means the City of Kissimmee, Florida.

"City Manager" means the City Manager of the City or, in the City Manager's absence, any designee duly authorized to execute documents or take other action, as the case may be, on the City Manager's behalf.

"City Representative" means any of the City Manager, the Deputy City Manager or the Finance Director of the City.

"Clerk" means the City Clerk for the City or, in the Clerk's absence, the Deputy City Manager or any Deputy Clerk duly authorized to execute documents or take other action, as the case may be, on the Clerk's behalf.

"Closing Date" means July 23, 2015.

"Code" means the Internal Revenue Code of 1986, as amended, and the applicable Regulations and rulings thereunder.

WHEREAS, the City is not and cannot be obligated to exercise the ad valorem taxing power of the City or to use any proceeds of ad valorem taxation for any purpose, including, without limitation, to pay the principal of or interest on the Series 2015B Note or to make other payments, if any, provided for therein or herein, or to maintain or continue any of the activities of the City which generate user service charges, regulatory fees or any other Non-Ad Valorem Revenues, and neither the Series 2015B Note, nor the interest thereon, nor the other payments, if any, required thereunder or hereunder shall be or constitute a lien upon any property of or in the City;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and the Lender do hereby agree as follows:

SECTION 1. DEFINITIONS. The following terms shall have the following meanings herein, unless the text otherwise expressly requires:

"Act" means Chapter 166, Florida Statutes, as amended, and other applicable provisions of law.

"Bond Counsel" means Bryant Miller Olive P.A., or such other law firm having a nationally-recognized practice in the areas of local, state, and federal law related to the debt obligations of state and local governments.

"Business Day" means any day of the year which is not a Saturday or Sunday or a day on which banking institutions located in New York City or the State are required or authorized to remain closed or on which the New York Stock Exchange is closed.

"City" means the City of Kissimmee, Florida.

"City Manager" means the City Manager of the City or, in the City Manager's absence, any designee duly authorized to execute documents or take other action, as the case may be, on the City Manager's behalf.

"City Representative" means any of the City Manager, the Deputy City Manager or the Finance Director of the City.

"Clerk" means the City Clerk for the City or, in the Clerk's absence, the Deputy City Manager or any Deputy Clerk duly authorized to execute documents or take other action, as the case may be, on the Clerk's behalf.

"Closing Date" means July 23, 2015.

"Code" means the Internal Revenue Code of 1986, as amended, and the applicable Regulations and rulings thereunder.

"Commission" means the City Commission, as the governing body of the City.

"Community Redevelopment Agency" means the City of Kissimmee Community Redevelopment Agency created pursuant to Resolution No. 47-91 adopted November 5, 1991.

"Covenant" means the covenant of the City provided in Section 9A. hereof to budget and appropriate Non-Ad Valorem Revenues in amounts needed to pay, when due, the principal of and interest on the Series 2015B Note and to make the other payments, if any, required to be made under the Series 2015B Note or this Agreement.

"Default" means an Event of Default as defined and described in Section 12 hereof.

"Financial Advisor" means Southeastern Investment Securities, LLC, Winter Park, Florida.

"Fiscal Year" means the period from each October 1 to the succeeding September 30.

"Lender" means Pinnacle Public Finance, Inc., a Delaware corporation.

"Loan" shall mean an amount equal to the outstanding and unpaid principal amount of the Series 2015B Note pursuant to and in accordance with this Agreement, together with accrued and unpaid interest thereon.

"Maturity Date" shall mean October 1, 2030, on which the outstanding principal amount of the Series 2015B Note shall finally be due and payable.

"Non-Ad Valorem Revenues" means all revenues received by the City (a) from sources other than the levy of ad valorem taxes upon property, and (b) not restricted by law so as to be unable to be applied to pay the principal of and interest on the Series 2015B Note and to make the other payments, if any, required under the Series 2015B Note or under this Agreement.

"Note Rate" means the fixed rate of interest of 2.81% which shall be applicable to the outstanding principal amount of the Series 2015B Note, which shall be calculated in accordance with Section 4B.(b) hereof. The Note Rate shall be subject to adjustment as provided in Section 4B.(d) hereof.

"Paying Agent" means the City's Finance Director.

"Payment Date" means the dates on which principal of or interest on the Series 2015B Note is payable in accordance with the terms hereof and thereof.

"Person" or words importing persons, means firms, associations, partnerships (including without limitation, general and limited partnerships), joint ventures, societies, estates, trusts, corporations, public or governmental bodies, other legal entities, and natural persons.

"Commission" means the City Commission, as the governing body of the City.

"Community Redevelopment Agency" means the City of Kissimmee Community Redevelopment Agency created pursuant to Resolution No. 47-91 adopted November 5, 1991.

"Covenant" means the covenant of the City provided in Section 9A. hereof to budget and appropriate Non-Ad Valorem Revenues in amounts needed to pay, when due, the principal of and interest on the Series 2015B Note and to make the other payments, if any, required to be made under the Series 2015B Note or this Agreement.

"Default" means an Event of Default as defined and described in Section 12 hereof.

"Financial Advisor" means Southeastern Investment Securities, LLC, Winter Park, Florida.

"Fiscal Year" means the period from each October 1 to the succeeding September 30.

"Lender" means Pinnacle Public Finance, Inc., a Delaware corporation.

"Loan" shall mean an amount equal to the outstanding and unpaid principal amount of the Series 2015B Note pursuant to and in accordance with this Agreement, together with accrued and unpaid interest thereon.

"Maturity Date" shall mean October 1, 2030, on which the outstanding principal amount of the Series 2015B Note shall finally be due and payable.

"Non-Ad Valorem Revenues" means all revenues received by the City (a) from sources other than the levy of ad valorem taxes upon property, and (b) not restricted by law so as to be unable to be applied to pay the principal of and interest on the Series 2015B Note and to make the other payments, if any, required under the Series 2015B Note or under this Agreement.

"Note Rate" means the fixed rate of interest of 2.81% which shall be applicable to the outstanding principal amount of the Series 2015B Note, which shall be calculated in accordance with Section 4B.(b) hereof. The Note Rate shall be subject to adjustment as provided in Section 4B.(d) hereof.

"Paying Agent" means the City's Finance Director.

"Payment Date" means the dates on which principal of or interest on the Series 2015B Note is payable in accordance with the terms hereof and thereof.

"Person" or words importing persons, means firms, associations, partnerships (including without limitation, general and limited partnerships), joint ventures, societies, estates, trusts, corporations, public or governmental bodies, other legal entities, and natural persons.

"Refunded Note" means the Community Redevelopment Agency's Redevelopment Trust Fund Revenue Note, Series 2004, dated March 5, 2004.

"Refunding" means the refinancing of the Refunded Note through the issuance of the Series 2015B Note.

"Refunding Costs" means but shall not necessarily be limited to: the cost of payment of the principal of and interest on the Series 2015B Note; expenses for estimates of costs; the fees of fiscal agents, financial advisors, auditors and other consultants; legal fees and expenses; administrative expenses; the expenses and costs of issuance of the Note; and such other expenses as may be necessary or incidental to the financing authorized by the Resolution, to the Refunding and to the accomplishing thereof, and reimbursement to the City for any sums expended for the foregoing purposes to the extent permitted under the Code.

"Register" means the books maintained by the Registrar in which are recorded the name and address of the Registered Owner of the Series 2015B Note.

"Registered Owner" means the person in whose name the ownership of the Series 2015B Note is registered on the books maintained by the Registrar. The Registered Owner shall initially be the Lender.

"Registrar" means the Person maintaining the Register. The Registrar shall initially be the Finance Director of the City; any subsequent Registrar must be approved by the Lender or its authorized transferee.

"Regulations" means the Income Tax Regulations promulgated by the Internal Revenue Service under Sections 103 and 141 through 150 of the Code.

"Resolution" means Resolution No. 13-2015, adopted by the Commission, on July 7, 2015, as amended and supplemented from time to time.

"Series 2015B Note" means the Capital Improvement Refunding Revenue Note, Series 2015B of the City.

"State" means the State of Florida.

SECTION 2. INTERPRETATION. Unless the context clearly requires otherwise, words of masculine gender shall be construed to include correlative words of the feminine and neuter genders and vice versa, and words of the singular number shall be construed to include correlative words of the plural number and vice versa. This Agreement and all the terms and provisions hereof (a) have been negotiated in an arms-length manner between the City and the Lender; (b) have been reviewed by counsel for the City and the Lender; (c) shall not be construed strictly in favor of or against either party hereto; and (d) shall be construed to effectuate the purpose set forth herein and to sustain the validity hereof.

"Refunded Note" means the Community Redevelopment Agency's Redevelopment Trust Fund Revenue Note, Series 2004, dated March 5, 2004.

"Refunding" means the refinancing of the Refunded Note through the issuance of the Series 2015B Note.

"Refunding Costs" means but shall not necessarily be limited to: the cost of payment of the principal of and interest on the Series 2015B Note; expenses for estimates of costs; the fees of fiscal agents, financial advisors, auditors and other consultants; legal fees and expenses; administrative expenses; the expenses and costs of issuance of the Note; and such other expenses as may be necessary or incidental to the financing authorized by the Resolution, to the Refunding and to the accomplishing thereof, and reimbursement to the City for any sums expended for the foregoing purposes to the extent permitted under the Code.

"Register" means the books maintained by the Registrar in which are recorded the name and address of the Registered Owner of the Series 2015B Note.

"Registered Owner" means the person in whose name the ownership of the Series 2015B Note is registered on the books maintained by the Registrar. The Registered Owner shall initially be the Lender.

"Registrar" means the Person maintaining the Register. The Registrar shall initially be the Finance Director of the City; any subsequent Registrar must be approved by the Lender or its authorized transferee.

"Regulations" means the Income Tax Regulations promulgated by the Internal Revenue Service under Sections 103 and 141 through 150 of the Code.

"Resolution" means Resolution No. 13-2015, adopted by the Commission, on July 7, 2015, as amended and supplemented from time to time.

"Series 2015B Note" means the Capital Improvement Refunding Revenue Note, Series 2015B of the City.

"State" means the State of Florida.

SECTION 2. INTERPRETATION. Unless the context clearly requires otherwise, words of masculine gender shall be construed to include correlative words of the feminine and neuter genders and vice versa, and words of the singular number shall be construed to include correlative words of the plural number and vice versa. This Agreement and all the terms and provisions hereof (a) have been negotiated in an arms-length manner between the City and the Lender; (b) have been reviewed by counsel for the City and the Lender; (c) shall not be construed strictly in favor of or against either party hereto; and (d) shall be construed to effectuate the purpose set forth herein and to sustain the validity hereof.

The titles and headings of the Sections and subsections of this Agreement, which have been inserted for convenience of reference only and are not to be considered part hereof, shall not in any way modify or restrict any of the terms and provisions hereof, and shall not be considered or given any effect in construing this Agreement or any provision hereof or in ascertaining intent, if any question of intent should arise.

SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE CITY AND

LENDER.

A. Representations and Warranties of the City. The City represents and warrants to the Lender as follows:

(a) Existence. The City is a municipal corporation, duly created and validly existing under the laws of the State of Florida, with full legal right, power and authority to adopt the Resolution, to enter into this Agreement, to perform its obligations hereunder and to issue and deliver the Series 2015B Note to the Lender. The making, execution and performance of this Agreement on the part of the City and the issuance and delivery of the Series 2015B Note have been duly authorized by all necessary action on the part of the City and will not violate or conflict with the Act, or any agreement, indenture or other instrument by which the City or any of its material properties is bound.

(b) Validity, Etc. This Agreement, the Series 2015B Note and the Resolution are valid and binding limited obligations of the City enforceable against the City in accordance with their respective terms, except to the extent that enforceability may be subject to valid bankruptcy, insolvency, financial emergency, reorganization, moratorium or similar laws relating to or from time to time affecting the enforcement of creditors' rights and except to the extent that the availability of certain remedies may be precluded by general principles of equity.

(c) No Litigation. There are no actions, proceedings or investigations pending, or to the knowledge of the City, threatened against the City or affecting the City (or any basis therefore known to the City), except as described in writing to the Lender which, either in any case or in the aggregate, might result in any material adverse change in the financial condition, business, prospects, affairs or operations of the City or in any of its properties or assets, or in any material impairment of the right or ability of the City to carry on its operations as now conducted or proposed to be conducted, or result in liability on the part of the City which would materially adversely affect its ability to perform its obligations hereunder and under the Series 2015B Note and none which questions the validity of this Agreement, the Series 2015B Note or the Resolution or of any action taken or to be taken in connection with the transactions contemplated hereby or thereby.

(d) Non-Ad Valorem Revenues. The City currently receives the Non-Ad Valorem Revenues and is legally entitled to covenant to budget and appropriate from such

The titles and headings of the Sections and subsections of this Agreement, which have been inserted for convenience of reference only and are not to be considered part hereof, shall not in any way modify or restrict any of the terms and provisions hereof, and shall not be considered or given any effect in construing this Agreement or any provision hereof or in ascertaining intent, if any question of intent should arise.

SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE CITY AND

LENDER.

A. Representations and Warranties of the City. The City represents and warrants to the Lender as follows:

(a) Existence. The City is a municipal corporation, duly created and validly existing under the laws of the State of Florida, with full legal right, power and authority to adopt the Resolution, to enter into this Agreement, to perform its obligations hereunder and to issue and deliver the Series 2015B Note to the Lender. The making, execution and performance of this Agreement on the part of the City and the issuance and delivery of the Series 2015B Note have been duly authorized by all necessary action on the part of the City and will not violate or conflict with the Act, or any agreement, indenture or other instrument by which the City or any of its material properties is bound.

(b) Validity, Etc. This Agreement, the Series 2015B Note and the Resolution are valid and binding limited obligations of the City enforceable against the City in accordance with their respective terms, except to the extent that enforceability may be subject to valid bankruptcy, insolvency, financial emergency, reorganization, moratorium or similar laws relating to or from time to time affecting the enforcement of creditors' rights and except to the extent that the availability of certain remedies may be precluded by general principles of equity.

(c) No Litigation. There are no actions, proceedings or investigations pending, or to the knowledge of the City, threatened against the City or affecting the City (or any basis therefore known to the City), except as described in writing to the Lender which, either in any case or in the aggregate, might result in any material adverse change in the financial condition, business, prospects, affairs or operations of the City or in any of its properties or assets, or in any material impairment of the right or ability of the City to carry on its operations as now conducted or proposed to be conducted, or result in liability on the part of the City which would materially adversely affect its ability to perform its obligations hereunder and under the Series 2015B Note and none which questions the validity of this Agreement, the Series 2015B Note or the Resolution or of any action taken or to be taken in connection with the transactions contemplated hereby or thereby.

(d) Non-Ad Valorem Revenues. The City currently receives the Non-Ad Valorem Revenues and is legally entitled to covenant to budget and appropriate from such

Non-Ad Valorem Revenues amounts necessary to pay the principal of and interest on the Series 2015B Note and to make the other payments, if any, required under the Series 2015B Note and this Agreement when due. The Non-Ad Valorem Revenues are estimated to be sufficient to pay the principal of and interest on the Series 2015B Note and to make the other payments, if any, required under the Series 2015B Note or this Agreement and to make all other payments required to be made from Non-Ad Valorem Revenues as the same become due. The City will take all lawful actions necessary to enable the City to continue to receive the Non-Ad Valorem Revenues in at least amounts necessary to pay the principal of and interest on the Series 2015B Note and to make the other payments, if any, required under the Series 2015B Note or this Agreement to the extent not paid from some other source and to make all other payments required to be made from the Non-Ad Valorem Revenues; provided that the City shall not be required to maintain any particular program or provide any particular services that may be a source of Non-Ad Valorem Revenues.

(e) No obligation of the City secured a covenant to budget and appropriate Non-Ad Valorem Revenues (a "CB&A Obligation") has been given a priority over any other CB&A Obligation, including the Series 2015B Note, as to order of fulfillment of such covenant and the City will not covenant to fulfill any CB&A Obligation prior to fulfilling the covenant provided herein with respect to the Series 2015B Note.

(f) Confirmation. The representations and warranties of the City contained in the Resolution are hereby confirmed to be true and accurate and are incorporated as a part of this Agreement.

(g) No Defaults. No event has occurred and no condition exists that constitutes an Event of Default, or which, upon the execution and delivery of this Agreement and/or the passage of time or giving of notice or both, would constitute an Event of Default. The City is not in violation in any material respect, and has not received notice of any claimed violation (except such violations as (i) heretofore have been specifically disclosed in writing to the Lender and (ii) do not, and shall not, have any material adverse effect on the transactions herein contemplated and the compliance by the City with the terms hereof), of any terms of any agreement or other instrument to which it is a party or by which it, its properties or operations may be bound, which may materially adversely affect the ability of the City to perform hereunder.

(h) Compliance with Law. The City is in substantial compliance with all laws, ordinances, governmental rules and regulations to which it is subject, and which are material to its properties, operations, finances or status as a municipal corporation of the State, as applicable, and this Agreement is a legal and binding obligation of the City enforceable against the City in accordance with its terms, except to the extent that the enforceability hereof may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights heretofore or hereafter enacted and that their enforcement may be subject to the exercise of judicial discretion in

Non-Ad Valorem Revenues amounts necessary to pay the principal of and interest on the Series 2015B Note and to make the other payments, if any, required under the Series 2015B Note and this Agreement when due. The Non-Ad Valorem Revenues are estimated to be sufficient to pay the principal of and interest on the Series 2015B Note and to make the other payments, if any, required under the Series 2015B Note or this Agreement and to make all other payments required to be made from Non-Ad Valorem Revenues as the same become due. The City will take all lawful actions necessary to enable the City to continue to receive the Non-Ad Valorem Revenues in at least amounts necessary to pay the principal of and interest on the Series 2015B Note and to make the other payments, if any, required under the Series 2015B Note or this Agreement to the extent not paid from some other source and to make all other payments required to be made from the Non-Ad Valorem Revenues; provided that the City shall not be required to maintain any particular program or provide any particular services that may be a source of Non-Ad Valorem Revenues.

(e) No obligation of the City secured a covenant to budget and appropriate Non-Ad Valorem Revenues (a "CB&A Obligation") has been given a priority over any other CB&A Obligation, including the Series 2015B Note, as to order of fulfillment of such covenant and the City will not covenant to fulfill any CB&A Obligation prior to fulfilling the covenant provided herein with respect to the Series 2015B Note.

(f) Confirmation. The representations and warranties of the City contained in the Resolution are hereby confirmed to be true and accurate and are incorporated as a part of this Agreement.

(g) No Defaults. No event has occurred and no condition exists that constitutes an Event of Default, or which, upon the execution and delivery of this Agreement and/or the passage of time or giving of notice or both, would constitute an Event of Default. The City is not in violation in any material respect, and has not received notice of any claimed violation (except such violations as (i) heretofore have been specifically disclosed in writing to the Lender and (ii) do not, and shall not, have any material adverse effect on the transactions herein contemplated and the compliance by the City with the terms hereof), of any terms of any agreement or other instrument to which it is a party or by which it, its properties or operations may be bound, which may materially adversely affect the ability of the City to perform hereunder.

(h) Compliance with Law. The City is in substantial compliance with all laws, ordinances, governmental rules and regulations to which it is subject, and which are material to its properties, operations, finances or status as a municipal corporation of the State, as applicable, and this Agreement is a legal and binding obligation of the City enforceable against the City in accordance with its terms, except to the extent that the enforceability hereof may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights heretofore or hereafter enacted and that their enforcement may be subject to the exercise of judicial discretion in accordance with general principles of equity, and to the sovereign police powers of the State of Florida and the constitutional powers of the United States of America.

B. Representations and Warranties of the Lender. The Lender represents and warrants to the City as follows:

(a) Existence. The Lender is a Delaware corporation authorized to do business in the State of Florida, with full power to enter into this Agreement, to perform its obligations hereunder and to make the Loan. The performance of this Agreement on the part of the Lender and the making of the Loan have been duly authorized by all necessary action on the part of the Lender and will not violate or conflict with applicable law or any material agreement, indenture or other instrument by which the Lender or any of its material properties is bound.

(b) Validity. This Agreement is a valid and binding obligation of the Lender enforceable against the Lender in accordance with its terms, except to the extent that enforceability may be subject to valid bankruptcy, insolvency, financial emergency, reorganization, moratorium or similar laws relating to or from time to time affecting the enforcement of creditors' rights and except to the extent that the availability of certain remedies may be precluded by general principles of equity.

(c) Knowledge and Experience. The Lender (i) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investing in the Series 2015B Note, (ii) has received and reviewed such financial information concerning the City as it has requested in order to fairly evaluate the merits and risks of making the Loan and investing in the Series 2015B Note; (iii) is directly or indirectly controlled by BankUnited, National Association, a national banking association; and (iv) is purchasing the Series 2015B Note as an investment for its own account and not with a view toward resale to the public. The Lender will not transfer the Series 2015B Note except in accordance with Section 6 hereof.

SECTION 4. THE LOAN AND THE SERIES 2015B NOTE.

A. Loan. The Lender shall make available to the City the Loan in the principal amount of Three Million Eight Hundred Twenty Thousand Dollars ($3,820,000).

B. The Series 2015B Note. The Series 2015B Note shall be substantially in the form set forth as Exhibit A to this Agreement.

(a) Amount of Note. The Series 2015B Note shall have a principal amount of Three Million Eight Hundred Twenty Thousand Dollars ($3,820,000).

accordance with general principles of equity, and to the sovereign police powers of the State of Florida and the constitutional powers of the United States of America.

B. Representations and Warranties of the Lender. The Lender represents and warrants to the City as follows:

(a) Existence. The Lender is a Delaware corporation authorized to do business in the State of Florida, with full power to enter into this Agreement, to perform its obligations hereunder and to make the Loan. The performance of this Agreement on the part of the Lender and the making of the Loan have been duly authorized by all necessary action on the part of the Lender and will not violate or conflict with applicable law or any material agreement, indenture or other instrument by which the Lender or any of its material properties is bound.

(b) Validity. This Agreement is a valid and binding obligation of the Lender enforceable against the Lender in accordance with its terms, except to the extent that enforceability may be subject to valid bankruptcy, insolvency, financial emergency, reorganization, moratorium or similar laws relating to or from time to time affecting the enforcement of creditors' rights and except to the extent that the availability of certain remedies may be precluded by general principles of equity.

(c) Knowledge and Experience. The Lender (i) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investing in the Series 2015B Note, (ii) has received and reviewed such financial information concerning the City as it has requested in order to fairly evaluate the merits and risks of making the Loan and investing in the Series 2015B Note; (iii) is directly or indirectly controlled by BankUnited, National Association, a national banking association; and (iv) is purchasing the Series 2015B Note as an investment for its own account and not with a view toward resale to the public. The Lender will not transfer the Series 2015B Note except in accordance with Section 6 hereof.

SECTION 4. THE LOAN AND THE SERIES 2015B NOTE.

A. Loan. The Lender shall make available to the City the Loan in the principal amount of Three Million Eight Hundred Twenty Thousand Dollars ($3,820,000).

B. The Series 2015B Note. The Series 2015B Note shall be substantially in the form set forth as Exhibit A to this Agreement.

(a) Amount of Note. The Series 2015B Note shall have a principal amount of Three Million Eight Hundred Twenty Thousand Dollars ($3,820,000).

(b) Interest. The Note shall bear interest on the outstanding principal amount until paid at the Note Rate, subject to adjustment as provided below.

(i) The Series 2015B Note shall bear interest in the amount and payable at the times provided in the debt service schedule for the Series 2015B Note until such Series 2015B Note is paid in full.

(ii) The Note Rate and all calculations with respect thereto shall be calculated on the basis of a 360-day year of twelve (12) thirty (30) day months.

(iii) Anything provided herein or in the Series 2015B Note to the contrary notwithstanding, in no event shall the Series 2015B Note bear interest at a rate exceeding the maximum interest rate permitted by applicable law.

(c) Principal Amortization. The principal amount of the Series 2015B Note shall be amortized over a period commencing on October 1, 2015 and ending on October 1, 2030.

(d) Adjustments of the Interest Rate. In the event of a Determination of Taxability, the Series 2015B Note shall be increased to the fixed rate that is equal to 4.32% per annum (the "Taxable Rate"), effective retroactively to the date on which such Determination of Taxability was made. In addition, upon a Determination of Taxability, the City agrees to pay to the Registered Owner subject to such Determination of Taxability the Additional Amount upon demand. "Additional Amount" means (i) the difference between (a) interest on the Series 2015B Note for the period commencing on the date on which the interest on the Series 2015B Note ceased to be excludable from gross income for federal income tax purposes and ending on the earlier of the date the Series 2015B Note ceased to be outstanding or such adjustment is no longer applicable to the Series 2015B Note (the "Taxable Period") determined as described about in the event of a Determination of Taxability, and (b) the amount of interest paid on the Series 2015B Note for the Taxable Period under the provisions of the Series 2015B Note without considering the Determination of Taxability, plus (ii) any penalties and interest paid or payable by such Registered Owner to the Internal Revenue Service by reason of such Determination of Taxability. As used herein, "Determination of Taxability" shall mean (a) the receipt by the City or Registered Owner of an original or a copy of an Internal Revenue Service Technical Advice Memorandum or Statutory Notice of Deficiency or other written correspondence from the Internal Revenue Service which legally holds that the interest on the Series 2015B Note is includable in the gross income of the Registered Owner thereof; (b) the issuance of any public or private ruling of the Internal Revenue Service that the interest on the Series 2015B Note is includable in the gross income of the Registered Owner thereof; or (c) receipt by the City or Registered Owner of a written opinion of Bond Counsel to the effect that the interest on the Series 2015B Note has become includable in the gross income of the Registered Owner thereof for federal income tax purposes. For all purposes of this

(b) Interest. The Note shall bear interest on the outstanding principal amount until paid at the Note Rate, subject to adjustment as provided below.

(i) The Series 2015B Note shall bear interest in the amount and payable at the times provided in the debt service schedule for the Series 2015B Note until such Series 2015B Note is paid in full.

(ii) The Note Rate and all calculations with respect thereto shall be calculated on the basis of a 360-day year of twelve (12) thirty (30) day months.

(iii) Anything provided herein or in the Series 2015B Note to the contrary notwithstanding, in no event shall the Series 2015B Note bear interest at a rate exceeding the maximum interest rate permitted by applicable law.

(c) Principal Amortization. The principal amount of the Series 2015B Note shall be amortized over a period commencing on October 1, 2015 and ending on October 1, 2030.

(d) Adjustments of the Interest Rate. In the event of a Determination of Taxability, the Series 2015B Note shall be increased to the fixed rate that is equal to 4.32% per annum (the "Taxable Rate"), effective retroactively to the date on which such Determination of Taxability was made. In addition, upon a Determination of Taxability, the City agrees to pay to the Registered Owner subject to such Determination of Taxability the Additional Amount upon demand. "Additional Amount" means (i) the difference between (a) interest on the Series 2015B Note for the period commencing on the date on which the interest on the Series 2015B Note ceased to be excludable from gross income for federal income tax purposes and ending on the earlier of the date the Series 2015B Note ceased to be outstanding or such adjustment is no longer applicable to the Series 2015B Note (the "Taxable Period") determined as described about in the event of a Determination of Taxability, and (b) the amount of interest paid on the Series 2015B Note for the Taxable Period under the provisions of the Series 2015B Note without considering the Determination of Taxability, plus (ii) any penalties and interest paid or payable by such Registered Owner to the Internal Revenue Service by reason of such Determination of Taxability. As used herein, "Determination of Taxability" shall mean (a) the receipt by the City or Registered Owner of an original or a copy of an Internal Revenue Service Technical Advice Memorandum or Statutory Notice of Deficiency or other written correspondence from the Internal Revenue Service which legally holds that the interest on the Series 2015B Note is includable in the gross income of the Registered Owner thereof; (b) the issuance of any public or private ruling of the Internal Revenue Service that the interest on the Series 2015B Note is includable in the gross income of the Registered Owner thereof; or (c) receipt by the City or Registered Owner of a written opinion of Bond Counsel to the effect that the interest on the Series 2015B Note has become includable in the gross income of the Registered Owner thereof for federal income tax purposes. For all purposes of this definition, an Event of Taxability shall be deemed to occur on the date as of which the interest on the Series 2015B Note is deemed includable in the gross income of the Registered Owner thereof for federal income tax purposes.

During the occurrence and continuance of an Event of Default, the Series 2015B Note Rate shall be increased to 5.00% per annum (or 6% per annum if the Series 2015B Note bears interest at a Taxable Rate) (the "Default Rate") for the period from the date on which the Event of Default occurred until the amount in default is paid or the Event of Default is cured.

(e) Prepayment. The Series 2015B Note is not subject to optional prepayment prior to October 1, 2020. On or after October 1, 2020, the Series 2015B Note is subject to prepayment at the option of the City in whole but not in part, at any time at a prepayment price equal to par, plus accrued interest (determined on a pro rated basis for the number of days elapsed in the applicable interest period). On or after October 1, 2020, the Series 2015B Note may be prepaid, in part, once each year on any Payment Date, at par; provided, however, that such partial prepayment shall be in an amount of at least $200,000 and the City shall pay the Lender a rebooking fee of $500.00 upon each partial prepayment. The City shall provide written notice of prepayment to the Registered Owner not less than five

(5) Business Days prior to the applicable prepayment date, specifying the amount of the Series 2015B Note to be prepaid. Such notice may be subject to revocation by the City or subject to the occurrence or non-occurrence of any event or condition as stated in such notice.

SECTION 5. EXECUTION OF SERIES 2015B NOTE. The Series 2015B Note shall be executed in the name of the City by the Mayor or Vice-Mayor and countersigned and attested by the Clerk, and its corporate seal or a facsimile thereof shall be affixed thereto or reproduced thereon. The Series 2015B Note may be signed and sealed on behalf of the City by any person who at the actual time of the execution of the Series 2015B Note shall hold the appropriate office in the City, although at the date thereof the person may not have been so authorized. The Series 2015B Note may be executed by the facsimile signatures of the Mayor or Vice-Mayor and/or Clerk, provided that at least one of the foregoing signatures must be a manual signature.

SECTION 6. REGISTRATION AND TRANSFER OF SERIES 2015B NOTE. The Series 2015B Note shall be issued in registered form. There shall be a Registrar who shall be responsible for maintaining the Register. The person in whose name ownership of the Series 2015B Note is shown on the Register shall be deemed the Registered Owner thereof by the City and the Registrar, who may treat the Registered Owner as the absolute owner of such Series 2015B Note for all purposes, whether or not such Series 2015B Note shall be overdue, and any notice to the contrary shall not be binding upon the City or the Registrar.

Ownership of the Series 2015B Note may be transferred only in whole and only upon the Register. Upon surrender to the Registrar for transfer or exchange of the Series 2015B Note definition, an Event of Taxability shall be deemed to occur on the date as of which the interest on the Series 2015B Note is deemed includable in the gross income of the Registered Owner thereof for federal income tax purposes.

During the occurrence and continuance of an Event of Default, the Series 2015B Note Rate shall be increased to 5.00% per annum (or 6% per annum if the Series 2015B Note bears interest at a Taxable Rate) (the "Default Rate") for the period from the date on which the Event of Default occurred until the amount in default is paid or the Event of Default is cured.

(e) Prepayment. The Series 2015B Note is not subject to optional prepayment prior to October 1, 2020. On or after October 1, 2020, the Series 2015B Note is subject to prepayment at the option of the City in whole but not in part, at any time at a prepayment price equal to par, plus accrued interest (determined on a pro rated basis for the number of days elapsed in the applicable interest period). On or after October 1, 2020, the Series 2015B Note may be prepaid, in part, once each year on any Payment Date, at par; provided, however, that such partial prepayment shall be in an amount of at least $200,000 and the City shall pay the Lender a rebooking fee of $500.00 upon each partial prepayment. The City shall provide written notice of prepayment to the Registered Owner not less than five

(5) Business Days prior to the applicable prepayment date, specifying the amount of the Series 2015B Note to be prepaid.