General Obligation Bond (Bank of America) Series 2019

$10,200,000
CITY OF CAPE CORAL, FLORIDA

GENERAL OBLIGATION BOND (BANK OF AMERICA), SERIES 2019
List of Closing Documents

March 22, 2019
1. Certified copy of Ordinance No. 38-18, enacted on June 18, 2018, ordering and
calling for a bond referendum election regarding issuance of general obligation
bonds.
2. Certified copy of Ordinance No. 83-18, enacted on January 7, 2019, authorizing the
issuance of general obligation bonds.
3. Certified copy of Resolution No. 54-19, adopted on March 18, 2019, approving the
Loan Agreement with Bank of America, N.A. and authorizing the issuance of the
Series 2019 Bond.
4. Affidavits of Publication.
5. Referendum Election Canvassing Certificate.
6. Loan Agreement, dated as of March 22, 2019, between the City and Bank of
America, N.A.
7. Request for Proposals.
8 Proposal of Bank of America, N.A.
9. Bank of America, N.A. Disclosure Letter and Truth-in-Bonding Statement.
10. Incumbency Certificate.
11. Signature Certificate.
12. General Certificate of the City.
13. Certificate as to Arbitrage and Certain Other Tax Matters.
14. Certificate as to Specimen Bond.
15. Certificate of Delivery and Payment.
16. Information Return to Internal Revenue Service.
17. Advance Notice of Bond Sale.
18. Division of Bond Finance Information Form.
19. Approving Opinion of Nabors, Giblin & Nickerson, P.A., Bond Counsel.
20. Reliance Opinion of Nabors, Giblin & Nickerson, P.A., Bond Counsel.
21. Opinion of Dolores D. Menendez, Esq., City Attorney.
22. Final Numbers.
23. Closing Memorandum.
1
CLERK'S CERTIFICATE AS TO ORDINANCE NO. 38-18
I, Kimberly Bruns, the undersigned Interim City Clerk of the City of Cape Coral,
Florida (the "City"), DO HEREBY CERTIFY that attached hereto is a copy of "AN
ORDINANCE ORDERING AND CALLING FOR A BOND REFERENDUM
ELECTION TO BE HELD ON NOVEMBER 6, 2018 IN THE CITY OF CAPE CORAL,
FLORIDA TO DETERMINE IF THE QUALIFIED ELECTORS RESIDING IN THE
CITY APPROVE THE ISSUANCE BY THE CITY OF GENERAL OBLIGATION
BONDS WHICH SHALL MATURE NOT LATER THAN FIFTEEN (15) YEARS FROM
THEIR DATE OF ISSUANCE IN AN AGGREGATE PRINCIPAL AMOUNT NOT
EXCEEDING $60,000,000 PAYABLE FROM AD VALOREM TAXES LEVIED IN
AMOUNTS SUFFICIENT TO PAY DEBT SERVICE ON SUCH BONDS ON ALL
TAXABLE PROPERTY WITHIN THE CITY TO FINANCE COSTS RELATING TO
THE ACQUISITION, CONSTRUCTION AND EQUIPPING OF VARIO US PARKS,
NATURAL AREAS, RECREATIONAL AND ATHLETIC FACILITIES; TRAILS,
BOATING, FISHING AND SWIMMING FACILITIES, AND WILDLIFE HABITAT
AND SHORELINE PROTECTION IMPROVEMENTS; PROVIDING SEVERABILITY
AND AN EFFECTIVE DA TE," enacted at a meeting of the City Council duly called and
held on June 18, 2018, at which meeting a quorum was present and acting throughout,
which ordinance has been compared by me with the original thereof as recorded in the
Minute Book of said City and that said ordinance is a true, complete and correct copy
thereof, and said ordinance has been duly enacted and has not been further modified,
amended or repealed and is in full force and effect on and as of the date hereof in the form
attached hereto.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official
seal of the City as of the 22nd day of March, 2019.
Interiin City Cleii

ORDINANCE 38-18
AN ORDINANCE ORDERING AND CALLING FOR A

BOND REFERENDUM ELECTION TO BE HELD ON
NOVEMBER 6, 2018 IN THE CITY OF CAPE CORAL,
FLORIDA TO DETERMINE IF THE QUALIFIED
ELECTORS RESIDING IN THE CITY APPROVE THE
ISSUANCE BY THE CITY OF GENERAL OBLIGATION
BONDS WHICH SHALL MATURE NOT LATER THAN
FIFTEEN ( 15) YEARS FROM THEIR DA TE OF ISSUANCE
IN AN AGGREGATE PRINCIPAL AMOUNT NOT
EXCEEDING $60,000,000 PAYABLE FROM AD
VALOREM TAXES LEVIED IN AMOUNTS SUFFICIENT
TO PAY DEBT SERVICE ON SUCH BONDS ON ALL
TAXABLE PROPERTY WITHIN THE CITY TO FINANCE
COSTS RELATING TO THE ACQUISITION,
CONSTRUCTION AND EQUIPPING OF VARIO US
PARKS, NATURAL AREAS, RECREATIONAL AND
ATHLETIC FACILITIES; TRAILS, BOATING, FISHING
AND SWIMMING FACILITIES, AND WILDLIFE
HABITAT AND SHORELINE PROTECTION
IMPROVEMENTS; PROVIDING SEVERABILITY AND
AN EFFECTIVE DATE.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CAPE

CORAL, FLORIDA:
SECTION 1. FINDINGS. The City Council of the City of Cape Coral

Florida (the "City") hereby finds and determines that:
(a) It is necessary and desirable and in the best interests of the City to acquire,
construct and equip various parks, natural areas, recreational and athletic facilities, trails,
boating, fishing and swimming facilities, and wildlife habitat and shoreline protection
improvements (as generally described in Exhibit A hereto and more particularly described
in the plans· and specifications on file with the City, the "Project"), in order to promote,
improve, maintain and protect the health, safety and welfare of the residents of the City.
(b) The most efficient and fair method of financing costs of the Project is through
the issuance of general obligation bonds (the "Bonds") maturing not later than fifteen (15)
years from their date of issuance, and secured by and payable from ad valorem taxes levied
in amounts sufficient to pay debt service on such Bonds on all taxable property within the
City (the "Ad Valorem Taxes").
(c) In accordance with the Constitution of the State of Florida and the Charter of
the City, the question as to whether or not such Bonds should be issued to finance costs of
the Project must be submitted to the qualified electors of the City.
SECTION 2. BOND REFERENDUM ELECTION. A bond referendum

election of the qualified electors in the City is hereby ordered and called to be held on
November 6, 2018, to determine whether or not the City shall issue the Bonds in one or
more series to finance costs of the Project. Such Bonds shall mature not later than fifteen
(15) years from their date of issuance, shall be issued in an aggregate principal amount of
not exceeding $60,000,000, shall bear interest at a rate not in excess of the maximum lawful
rate and shall be secured by and payable from the Ad Valorem Taxes. If the issuance of
the Bonds is approved by the qualified electors, the specific provisions of the Bonds shall
be set forth in a resolution or ordinance subsequently adopted by the City Council.
SECTION 3. MANNER OF VOTING. The referendum election shall be

conducted in accordance with applicable law at the same time and places as the general
election to be held on November 6, 2018, coordinated by the Supervisor of Elections of
Lee County and, to the extent required, the City Clerk. Early voting may be utilized to the
extent allowable by, and in accordance with, applicable law.
SECTION 4. OFFICIAL BALLOT. The form of ballot to be used shall be

in substantially the form as attached hereto as Exhibit B. The ballots to be used in the
referendum election, including any required sample ballots, shall be prepared and
distributed by the Supervisor of Elections of Lee County in accordance with applicable
law. Electronic balloting may be utilized to the extent allowable by, and in accordance
with, applicable law.
SECTION 5. VOTE BY MAIL. Adequate provision shall be made by the

Supervisor of Elections of Lee County for "Vote by Mail". Ballots to be used in the
referendum election for "Vote by Mail" shall be in substantially the same form as those
ballots utilized at the polling places on the day of the referendum election. Ballots for
"Vote by Mail" shall be distributed, collected and canvassed in accordance with applicable
law.
SECTION 6. ELECTION RESULTS. Returns of the votes cast at the

referendum election shall be certified by the City Council in accordance with Article IX of
the City's Charter. If a majority of the votes cast at such election in respect to the
aforestated proposition shall be "YES - For Bonds" votes, such proposition shall be
approved and the Bonds may be issued by the City. If a majority of the votes cast at such
election in respect to the aforestated proposition shall be "NO - Against Bonds" votes, such
proposition shall be defeated and the Bonds may not be issued by the City.
SECTION 7. NOTICE OF BOND REFERENDUM ELECTION. A

public notice, substantially in the form attached hereto as Exhibit C, shall be published in
full in a newspaper of general circulation in the City in the manner provided by law. The
notice shall be published at least 30 days prior to the bond referendum election, once in the
fifth week prior and once again in the third week prior to the week in which the bond
referendum election is held, all in the manner provided in Section 100.342, Florida Statutes.
The City Clerk is hereby charged with the responsibility of this notice procedure.
SECTION 8. SUPERVISORS OF ELECTIONS. The City Clerk is hereby

authorized and directed to coordinate with and through the Supervisor of Elections of Lee
County in carrying out the purposes of this Ordinance.
SECTION 9. CONFLICTS. If there is conflict between the provision of

this Ordinance and any other ordinance or resolution or portions thereof, the provisions of
this Ordinance shall prevail to the extent of such conflict.
SECTION 10. SEVERABILITY. If any section, subsection, sentence,

clause, phrase or portion of this Ordinance is for any reason held invalid or unconstitutional
by any court of competent jurisdiction, such portion shall be deemed a separate, distinct
and independent provision and such holding shall not affect the validity of the remaining
portions.
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SECTION 11. EFFECTIVE DATE. This Ordinance shall take effect
immediately upon its adoption by the City Council of the City of Cape Coral, Florida.
ADOPTED AT A SPECIAL COUNCIL MEETING THIS~ DAY OF

JUNE, 2018.
JOE~
VOTE OF MAYOR AND COUNCILMEMBERS:
COVIELLO ilJ£ NELSON

GUNTER
CARIOSCIA flt_ STOKES
WILLIAMS
STOUT hl£ti COSDEN
ATTESTED TO AND FILED IN MY OFFICE THIS B!.__~DA Y OF JUNE, 2018.
REBECCA VAN DEUTEKOM, CITY CLERK
APPROVED AS TO FORM:
~}e=, d',.~
DOLORESD.MENENDEZ
CITY ATTORNEY
6/4/18
3
EXHIBIT A
The Project consists of various park and recreational capital improvements,

including but not limited to, parks, natural areas, recreational and athletic facilities, trails,
boat ramps, piers, swimming and fishing facilities and improvements and facilities to
protect wildlife habitat and improve shoreline protection, all as more particularly described
in the City of Cape Coral Parks Master Plan and other plans and specifications on file with
the City, as the same may be amended and supplemented from time to time by the City.
EXHIBITB
Official Ballot
City of Cape Coral, Florida
Bond Referendum Election
November 6, 2018
Cape Coral General Obligation Bonds For Parks, Wildlife Habitat and
Shoreline Protection and Recreational Facilities
To finance costs of various parks, natural areas, recreational and athletic facilities,
trails, boat ramps, piers, swimming and fishing facilities, and irnprovernents for wildlife
habitat and shoreline protection, shall the City of Cape Coral issue general obligation bonds
not exceeding $60,000,000, maturing within 15 years of issuance, with interest not
exceeding the maximum legal rate, and payable from ad valorern property taxes levied in
amounts sufficient to pay debt service on such Bonds?
INSTRUCTIONS TO VOTERS: _ _YES - FOR BONDS
_ _NO - AGAINST BONDS

EXHIBITC
Notice to Electors of the City of Cape Coral

of a Bond Referendum Election to be held on November 6, 2018
Regarding Cape Coral General Obligation Bonds For Parks, Wildlife Habitat and
Shoreline Protection and Recreational Facilities
Notice is herby given that a bond referendum election will be held on November 6,
2018, to determine whether the City of Cape Coral may finance the acquisition,
construction and equipping of various parks, natural areas, recreational and athletic
facilities, trails, boat ramps, piers, swimming and fishing facilities, and improvements for
wildlife habitat and shoreline protection by issuing general obligation bonds maturing not
later than fifteen (15) years from their issuance date in a principal amount not exceeding
$60,000,000, with interest not exceeding the maximum legal rate, which bonds shall be
payable from ad valorem property taxes levied in amounts sufficient to pay debt service on
such Bonds on all taxable property within the City.
As required by Ordinance No. _ _, this Notice is given by publishing said

Ordinance No. in full as follows:
[copy Ordinance]
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CLERK'S CERTIFICATE AS TO ORDINANCE NO. 83-18
Florida (the "City"), DO HEREBY CERTIFY that attached hereto is a copy of "AN
ORDINANCE AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $60,000,000
IN AGGREGATE PRINCIPAL AMOUNT OF GENERAL OBLIGATION BONDS, IN
ONE OR MORE SERIES, TO FINANCE THE ACQUISITION, CONSTRUCTION AND
EQUIPPING OF VARIO US PARKS, NATURAL AREAS, RECREATIONAL AND
ATHLETIC FACILITIES; TRAILS, BOATING, FISHING AND SWIMMING
FACILITIES, AND WILDLIFE HABITAT AND SHORELINE PROTECTION
IMPROVEMENTS; PLEDGING THE PROCEEDS OF AD VALOREM TAXES
LEVIED WITHOUT LIMIT ON ALL TAXABLE PROPERTY WITHIN THE CITY TO
SECURE THE PAYMENT OF THE PRINCIPAL OF, REDEMPTION PREMIUM, IF
ANY, AND INTEREST ON SUCH BONDS; PROVIDING FOR THE RIGHTS OF THE
HOLDERS OF SUCH BONDS; AUTHORIZING THE REIMBURSEMENT OF
EXPENDITURES MADE BY THE CITY FROM PROCEEDS OF THE BONDS; AND
PROVIDING SEVERABILITY AND AN EFFECTIVE DATE," enacted at a meeting of
the City Council duly called and held on January 7, 2019, at which meeting a quorum was
present and acting throughout, which ordinance has been compared by me with the original
thereof as recorded in the Minute Book of said City and that said ordinance is a true,
complete and correct copy thereof, and said ordinance has been duly enacted and has not
been further modified, amended or repealed and is in full force and effect on and as of the
date hereof in the form attached hereto.
Interim City ClerQ I

ORDINANCE 83 - 18
AN ORDINANCE AUTHORIZING THE ISSUANCE OF

NOT TO EXCEED $60,000,000 IN AGGREGATE
PRINCIPAL AMOUNT OF GENERAL OBLIGATION
BONDS, IN ONE OR MORE SERIES, TO FINANCE THE
ACQUISITION, CONSTRUCTION AND EQUIPPING OF
VARIOUS PARKS, NATURAL AREAS, RECREATIONAL
AND ATHLETIC FACILITIES; TRAILS, BOATING,
FISHING AND SWIMMING FACILITIES,AND WILDLIFE
HABITAT AND SHORELINE PROTECTION
IMPROVEMENTS; PLEDGING THE PROCEEDS OF AD
VALOREM TAXES LEVIED WITHOUT LIMIT ON ALL
TAXABLE PROPERTY WITHIN THE CITY TO SECURE
THE PAYMENT OF THE PRINCIPAL OF, REDEMPTION
PREMIUM, IF ANY, AND INTEREST ON SUCH BONDS;
PROVIDING FOR THE RIGHTS OF TI-IE HOLDERS OF
SUCH BONDS; AUTHORIZING THE REIMBURSEMENT
OF EXPENDITURES MADE BY THE CITY FROM
PROCEEDS OF THE BONDS; ; AND PROVIDING
SEVERABILITY AND AN EFFECTIVE DATE.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE

CITY OF CAPE CORAL, FLORIDA, AS FOLLOWS:
SECTION 1. DEFINITIONS. When used in this Ordinance, the following

terms shall have the following meanings, unless some other meaning is plainly intended:
"Ad Valorem Taxes" shall mean the ad valorem taxes levied by the City without
limit on all taxable property within the City to pay the annual debt service on the Bonds as
authorized by the Referendum Ordinance and approved by a majority of the qualified
electors of the City voting in the Bond Referendum Election.
"Bond Referendum Election" shall mean the bond referendum election held on
November 6, 2018, to determine whether the City was authorized to issue not exceeding
$60,000,000 aggregate principal amount of general obligation bonds payable from Ad
Valorem Taxes derived from a levy without limit against all taxable property within the
City for the purpose of financing costs of the Project.
"Bonds" shall mean the revenue bonds or notes or other debt obligations authorized
to be issued in one or more series by the City pursuant to this Ordinance and the
Referendum Ordinance.
"City" shall mean the City of Cape Coral, Florida, a municipal corporation
established by the State of Florida.
"Council" shall mean the City Council ofthe City of Cape Coral, Florida.
"Ordinance" shall mean this Ordinance enacted by the Council on the date hereof,
as it may be amended and supplemented from time to time.
"Project" shall mean, collectively, the acquisition, construction and equipping of

various parks, natural areas, recreational and athletic facilities, trails, boating, fishing and
swimming facilities, and wildlife habitat and shoreline protection improvements, as
generally described in the Referendum Ordinance and more particularly described in the
plans and specifications on file with the City, as the same may be amended and
supplemented from time to time.
"Referendum Ordinance" shall mean Ordinance No. 38-18 enacted by the
Council on June 18, 2018.
"Resolution" shall mean the resolution or resolutions of the City, or any loan
agreement or loan agreements approved thereby, providing for the security for and
repayment of the Bonds, the rights and remedies of the Bondholders and various other
terms and details relating to the Bonds, as the same may be amended or supplemented from
time to time.
The words "herein," "hereunder," "hereby," "hereto," "hereof," and any similar
terms shall refer to this Ordinance.
Words importing the singular number include the plural number, and vice versa.
SECTION 2. FINDINGS. The Council hereby finds and determines that:
(A) Pursuant to the Referendum Ordinance, the Council called for a bond
referendum election to be held to determine if the qualified electors within the City would
approve the issuance of not exceeding $60,000,000 aggregate principal amount of general
obligation bonds payable from Ad Valorem Taxes derived from a levy without limit against
all taxable property within the City for the purpose of financing costs of the Project.
(B) On November 6, 2018, the Bond Referendum Election was held and the
issuance of not exceeding $60,000,000 aggregate principal amount of general obligation
bonds payable from Ad Valorem Taxes derived from a levy without limit against all taxable
property within the City for the purpose of financing costs of the Project was approved by
a majority of the qualified electors within the City voting in said Bond Referendum
Election.
(C) In order to improve and maintain the health, safety and welfare of the
residents of the City, it is necessary and desirable to acquire and construct the Project.
(D) It is in the best interests of the City to finance costs of the Project through the
issuance of the Bonds, in one or more series, payable from the Ad Valorem Taxes in the
manner and to the extent provided herein and in the Resolution.
(E) The form, terms and details of the Bonds shall be determined in accordance
with the Resolution.
(F) The repayment of the Bonds shall be secured by and payable from the Ad
Valorem Taxes in the manner and to the extent provided herein and in the Resolution; the
Bonds shall constitute general obligations of the City and shall be secured by and payable
from the City's full faith and credit and taxing power, and the City shall be obligated to
levy Ad Valorem Taxes without limit on all taxable property within the City in order to
pay the scheduled debt service for the Bonds, all in the manner and to the extent provided
herein andjn the Resolution.
(G) The City has incurred and expects to incur various costs in relation to the
Project and the approval of the Bonds prior to the issuance of the Bonds and intends to
reimburse itself from proceeds of the Bonds for all or a portion of such costs.
SECTION 3. AUTHORIZATION OF THE PROJECT;

REIMBURSEMENT. (A) The City hereby authorizes the acquisition, construction and
equipping of the Project and the financing thereof with proceeds of the Bonds.
(B) The City may reimburse itself from proceeds of the Bonds for any funds the
City has expended or expends for the Project and the approval of the Bonds to the extent
Bond Counsel to the City approves the reimbursement. Such expenditures have been made
and/or are expected to be made from the City's general fund and/or a capital project fund
2
for the Project. The expenditures to be reimbursed shall be consistent with the City's
budgetary and financial policy as being the type of expenditures which shall be paid on a
long-term basis. It is the intent of this Ordinance to meet the requirements of Treasury
Regulations Section 1.150-2 and to be a declaration of official intent under such Section.
SECTION 4. ISSUANCE OF THE BONDS. The Bonds are hereby

authorized to be issued in an aggregate principal amount of not exceeding $60,000,000.
The Bonds may be issued in one or more series and any series may be issued as one bond
or note or other debt obligation or as multiple bonds, notes or other debt obligations. The
particular designation of the Bonds shall be established by the Resolution. The Bonds shall
be issued for the purposes of providing moneys to (A) finance costs of the Project,
(B) establish a debt service reserve if deemed necessary by the Council and set fmih in the
Resolution, (C) pay for any credit or liquidity enhancement for the Bonds if deemed
necessary by the Council and set forth in the Resolution, and (D) pay the costs and expenses
of issuing the Bonds. The principal of, redemption premium, if any, and interest on the
Bonds shall be payable from the Ad Valorem Taxes to the extent and in the manner
provided herein and in the Resolution.
The Bonds shall be dated such date or dates, shall bear interest at such rate or rates,
shall mature at such times and in such amounts as may be determined by the Resolution,
and may be made redeemable before maturity, at the option of the City, at such price or
prices and under such terms and conditions as may be fixed by the Resolution. The Council
shall determine by the Resolution the form of the Bonds, the manner of executing such
Bonds, and shall fix the denomination or denominations of such Bonds, the place or places
and dates of payment of the principal and interest, and such other terms and provisions of
the Bonds as it deems appropriate. The Bonds may be issued as capital appreciation bonds,
current interest paying bonds, variable rate bonds, serial bonds, term bonds, taxable bonds,
tax-exempt bonds or any combination thereof, as shall be determined by the Resolution.
In case any officer whose signature or a facsimile of whose signature shall appear on any
Bonds shall cease to be such officer before the delivery of such Bonds, such signature or
such facsimile shall nevertheless be valid and sufficient for all purposes the same as ifhe
or she had remained in office until such delivery. The Council may sell the Bonds in such
manner and for such price as it may determine by the Resolution to be in the best interests
of the City. The Bonds may be further secured by a municipal bond insurance policy or a
letter of credit or such other credit enhancement or liquidity, including any reserve account
insurance or surety bond, as the Council by the Resolution deems appropriate.
Prior to the preparation of definitive Bonds of any series, the Council may, by the
Resolution, under like restrictions, issue interim receipts, interim certificates, or temporary
Bonds, exchangeable for definitive Bonds when such Bonds have been executed and are
available for delivery. The Council may also provide for the replacement of any Bonds
which shall become mutilated, or be destroyed or lost. Bonds may be issued without any
other proceedings or the happening of any other conditions or things than those
proceedings, conditions or things which are specifically required by this Ordinance.
The proceeds of Bonds shall be disbursed in such manner and under such
restrictions, if any, as may be provided by the Resolution.
SECTION 5. TAXING POWER PLEDGED. Pursuant to the Resolution,

the full faith, credit and taxing power of the City shall be pledged for the full and prompt
payment of the principal of and interest on the Bonds. A direct annual tax without limit
shall be levied by the City upon all taxable property within the City to make such payments.
The Resolution shall require that provision be included and made in the City's annual
budget and tax levy for the levy of the Ad Valorem Taxes in an amount sufficient to pay
the principal of and interest on the Bonds, as the same shall become due, to the extent and
in the manner provided in the Resolution. Such Ad Valorem Taxes shall be levied and
collected at the same time, and in the same manner, as other ad valorem taxes of the City
are assessed, levied and collected. The Ad Valorem Taxes shall be levied and collected in
3
accordance with all applicable law, including, but not limited to, the Referendum
Ordinan.ce. The City, pursuant to the Resolution, shall irrevocably pledge and grant a lien
on the Ad Valorem Taxes and the moneys on deposit in any or all of the funds and/or
accounts established under the Resolution, including investment earnings thereon.
SECTION 6. REMEDIES OF HOLDERS OF BONDS. The holders of

the Bonds, except to the extent the rights herein given may be restricted by the Resolution,
may, whether at law or in equity, by suit, action, mandamus or other proceeding, protect
and enforce and compel the performance of all duties required hereby, or by such
Resolution, to be performed by the City.
SECTION 7. ALTERNATIVE METHOD. This Ordinance shall be

deemed to provide an additional and alternative method for the doing of things authorized
hereby and shall be regarded as supplemental and additional to powers conferred by other
laws, and shall not be regarded as in derogation 'of any powers now existing or which may
hereafter come into existence. This Ordinance, being necessary for the health, safety and
welfare of the inhabitants and/or property owners of the City, shall be liberally construed
to effect the purposes hereof.
SECTION 8. GENERAL AUTHORITY. The members of the Council of

the City and the officers, attorneys and other agents or employees of the City are hereby
authorized to do all acts and things required of them by this Ordinance, or desirable or
consistent with the requirements hereof for the full punctual and complete perfonnance of
all the terms, covenants and agreements contained herein.
SECTION 9. SEVERABILITY. In the event that any portion or section of

this Ordinance is determined to be invalid, illegal or unconstitutional .by a court of
competent jurisdiction, such decision shall in no manner affect the remaining portions or
sections of this Ordinance which shall remain in full force and effect.
[Remainder of page intentionally left blank]
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SECTION 10. EFFECTIVE DATE. This Ordinance shall take effect
immediately upon its adoption by the City Council of the City of Cape Coral, Florida.
ADOPTED AT A REGULAR COUNCIL MEETING THIS 1-J.}i DAY OF

JANUARY, 2019. .
~
JOE COVIELLO, MAYOR
COVIELLO
GUNTER
CARIOSCIA
NELSON
STOKES
WILLIAMS
f
STOUT
2019. *
ATTESTED TO AND FILED IN MY OFFICE THIS
COSDEN ..J,.--
l!_ DAY OF JANUARY,

·
KrERLYBRUNs, INTERIM CITY

CLERK
~ J).m~
D OR.BSD. MENENDEZ
CITY ATTORNEY
5
3
CLERK'S CERTIFICATE AS TO RESOLUTION NO. 54-19
Florida (the "City"), DO HEREBY CERTIFY that attached hereto is a copy of "A
RESOLUTION OF THE CITY OF CAPE CORAL, FLORIDA ACCEPTING A
PROPOSAL OF BANK OF AMERICA, N.A. TO PROVIDE THE CITY WITH A TERM
LOAN IN ORDER TO FINANCE THE ACQUISITION, CONSTRUCTION AND
EQUIPPING OF VARIOUS CAPITAL IMPROVEMENTS AUTHORIZED PURSUANT
TO THE NOVEMBER 2018 BOND REFERENDUM ELECTION; APPROVING THE
FORM OF A LOAN AGREEMENT; AUTHORIZING THE ISSUANCE OF A BOND
PURSUANT TO SUCH LOAN AGREEMENT IN THE AGGREGATE PRINCIPAL
AMOUNT OF $10,200,000 IN ORDER TO EVIDENCE SUCH LOAN; PLEDGING THE
PROCEEDS OF AD VALOREM TAXES LEVIED WITHOUT LIMIT ON ALL
TAXABLE PROPERTY WITHIN THE CITY TO SECURE THE PAYMENT OF THE
PRINCIPAL OF, REDEMPTION PREMIUM, IF ANY, AND INTEREST ON SUCH
BOND; DELEGATING CERTAIN AUTHORITY TO THE MAYOR, CITY MANAGER
AND OTHER OFFICERS OF THE CITY FOR THE AUTHORIZATION, EXECUTION
AND DELIVERY OF THE LOAN AGREEMENT, THE BOND AND VARIOUS
OTHER DOCUMENTS WITH RESPECT THERETO; AND PROVIDING FOR AN
EFFECTIVE DATE," adopted at a meeting of the City Council duly called and held on
March 18, 2019, at which meeting a quorum was present and acting throughout, which
resolution has been compared by me with the original thereof as recorded in the Minute
Book of said City and that said resolution is a true, complete and correct copy thereof, and
said resolution has been duly adopted and has not been further modified, amended or
repealed and is in full force and effect on and as of the date hereof in the form attached
hereto.
RESOLUTION NO. 54-19
A RESOLUTION OF THE CITY OF CAPE CORAL,

FLORlDA ACCEPTING A PROPOSAL OF BANK OF
AMERlCA, N.A. TO PROVIDE THE CITY WITH A TERM
LOAN IN ORDER TO FINANCE THE ACQUISITION,
CONSTRUCTION AND EQUIPPING OF V ARlOUS
CAPITAL IMPROVEMENTS AUTHORlZED PURSUANT
TO THE NOVEMBER 2018 BOND REFERENDUM
ELECTION; APPROVING THE FORM OF A LOAN
AGREEMENT; AUTHORlZING THE ISSUANCE OF A
BOND PURSUANT TO SUCH LOAN AGREEMENT IN
THE AGGREGATE PRINCIPAL AMOUNT OF $10,200,000
IN ORDER TO EVIDENCE SUCH LOAN; PLEDGING THE
PROCEEDS OF AD VALOREM TAXES LEVIED
WITHOUT LIMIT ON ALL TAXABLE PROPERTY
WITHIN THE CITY TO SECURE THE PAYMENT OF THE
PRlNCIP AL OF, REDEMPTION PRE:tvfIUM, IF ANY, AND
'INTEREST ON SUCH BOND; DELEGATING CERTAIN
AUTHORlTY TO THE MAYOR, CITY MANAGER AND
OTHER OFFICERS OF THE CITY FOR THE
AUTHORlZATION, EXECUTION AND DELIVERY OF
THE LOAN AGREEMENT, THE BOND AND V ARlOUS
OTHER DOCUMENTS WITH RESPECT THERETO; AND
PROVIDING FOR AN EFFECTIVE DA TE.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE

CITY OF CAPE CORAL, FLORIDA, AS FOLLOWS: '
SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution

is adopted pursuant to the provisions of the Florida Constitution, Chapter 166, Florida
Statutes, the Charter of the City of Cape Coral, Florida, the Referendum Ordinance (as
defined herein), the Ordinance (as defined herein), and other applicable provisions of law.
SECTION 2. DEFINITIONS. When used in this Resolution, capitalized

terms not otherwise defined herein shall have the meanings set forth in the Loan Agreement
(as defined herein), unless the context clearly indicates a differentmeaning.
"Ad Valorem Taxes" shall mean the ad valorem taxes levied by the City without
limit on all taxable property within the City to pay the annual debt service on the Series
2019 Bond as authorized by the Ordinance, the Referendum Ordinance and approved by a
majority of the qualified electors of the City voting in the Bond Referendum Election.
"Bondholder" shall mean Bank of America, N.A., and its successors and assigns.
"Bond Referendum Election" shall mean the bond referendum election held on
November 6, 2018, to determine whether the City was authorized to issue not exceeding
$60,000,000 aggregate principal amount of general obligation bonds payable from Ad
Valorem Taxes derived from a levy without limit against all taxable property within the
City for the purpose of financing costs of the Project.
1
"City" shall mean the City of Cap9, C, g{).da;,,a municipal corporation duly
1
organized and validly existing under the la' ' · I- ~:f.Elorida.
.'/.'i\\,\>':..~Y,. ,\.~' ·':·<w ·: _,;}
- l- ~-•-r!:,r,
"City Manager" shall mean t~~C{~t"' '-'.,[ij)md such other person as
may be duly authorized to act on his-:ffitK ' ,, ·{·:::; ·-~,.!;
u J :'-:,, ...,~,-.. ,,
.-;;_() , ..
_s.,;;\~')/f'.I'.,·
"Clerk" shall mean the City"J':i

fn·t -"' ), Ii~
, 1~f'"''or his duly authorized
designee. ,qi,, ,-_:.,[/
<1,,:,<~1/; 'J ! i .
,. ·-,.~,1:J\;,r
1
"Council" shall mean the City Council of the City of Cape Coral, Florida.
"Financial Advisor" means the City's financial advisor, RBC Capital Markets,
LLC.
"Financial Services Director" shall mean the Financial Services Director of the
City and such other ·person as may be duly authorized to act on her or his behalf.
"Loan Agreement" shall mean the Loan Agreement to be executed between the
Bondholder and the City, which shall be substantially in the form attached hereto as Exhibit
B.
"Mayor" shall mean the Mayor of the City and in his or her absence or
unavailability, the Mayor Pro Tern of the City and such other person as may be duly
authorized to act on his or her behalf.
"Ordinance" shall mean Ordinance No. 83-18, enacted by the City on January
7, 2019, as the same may be amended and supplemented from time to time.
"Project" shall mean shall mean, collectively, the acquisition, construction and
equipping of various parks, natural areas, recreational and athletic facilities, trails, boating,
fishing and swimming facilities, and wildlife habitat and shoreline protection
improvements, as generally described in the Referendum Ordinance and more particularly
described in the plans and specifications on file with the City, as the same may be amended
and supplemented from time to time.

"Series 2019 Bond" shall mean the City of Cape Coral, Florida General Obligation
Bond (Bank of America), Series 2019, as such Series 2019 Bond is more particularly
described in the Loan Agreement.
"Series 2019 Project" shall mean that portion of the Project to be financed with
proceeds of the Series 2019 Bond, which portion generally includes the acquisition ofland
for Festival Park, Lake Meade Park and the Multi-Sports Park and various capital
improvements and upgrades to the following existing parks and facilities: Northwest
Softball Complex, Horton Park, Guiffrida Park, Del Prado Linear Park, Pelican Baseball
Park, Sun Splash, Basin 4 Freshwater Boat Ramp, Basin 3 Freshwater Boat Ramp, various
shade structures, Koza Saladino Park, Storm Football Park, Verdow Park, Pelican Soccer
Park, Burton Park, BMX Park and WiFi installation at various parks, all as more
particularly described in the plans and specifications on file or to be on file with the City,
as the same may be modified or amended from time to time. ·
The words "herein," "hereunder," "hereby," "hereto," "hereof," and any similar
te1ms shall refer to this Resolution.
Words importing the singular number include the plural number, and vice versa.
SECTION 3. RESOLUTION TO CONSTITUTE CONTRACT. In

consideration of the purchase and acceptance of the Series 2019 Bond by the Bondholder,
the provisions of this Resolution shall be a part of44-» contract of the City with the
Bondholder, and shall be deemed to be and_,,s4iiJ ,,,.. ,
·tract between the City and
. ., •• ;i,
the Bondholder. The provisions, covenc)._r+t$, ·· · ff-Resolution set forth to

be performed by or on behalf of the Citx_~ij; :.protection and security of
.,,,,,i;,:':':,,
the Bondholder. ):;:,~:1/,;tf!'.j
~~:•: ~:1~:::< /, .,·:-: ~-:.:.'
:~z·~~r,}j.~\~
"· O· "'"Jl~
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: ,<\;
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2
SECTION 4. FINDINGS. It is hereby ascertained, determined and declared
that:
(A) Pursuant to the Referendum Ordinance, the Council called for the Bond
Referendum Election to be held to determine if the qualified electors within the City would
approve the issuance of not exceeding $60,000,000 aggregate principal amount of general
obligation bonds payable from ad valorem taxes levied without limit against all taxable
property within the City for the purpose of financing costs of the Project.
(B) On November 6, 2018, the Bond Referendum Election was held and the
bonds payable from ad valorem taxes levied without limit against all taxable property
within the City for the purpose of financing costs of the Project was approved by a majority
of the qualified electors within the City voting in said Bond Referendum Election.
(C) The City has duly enacted the Ordinance, which authorized, among other
things, the issuance of debt obligations for the principal purpose of financing costs of the
Project.
(D) In .order to improve and maintain the health, safety and welfare of the
residents of the City, it is necessary and desirable to now acquire, construct and equip the
Series 2019 Project.
(E) Pursuant to a competitive solicitation process, the City's Financial Advisor

solicited proposals from financial institutions to provide a term loan to finance costs of the
Series 2019 Project.
(F) The Bondholder submitted its proposal to provide the City with a term loan
to finance costs of the Series 2019 Project, which proposal was the most favorable proposal
received by the City and is attached hereto as Exhibit A.
(G) The most efficient and cost-effective method of financing costs of the Series
2019 Project is through the term loan to be provided by the Bondholder, which term loan
will be evidenced by the Series 2019 Bond to be issued pursuant to the Loan Agreement.
(H) The form, terms and details of the Series 2019 Bond shall be determined in
accordance with this Resolution and the Loan Agreement.
(I) The repayment of the Series 2019 Bond shall be secured by and payable from
the Ad Valorem Taxes in the manner and to the extent provided herein and in the Loan
Agreement; the Series 2019 Bond shall constitute a general obligation of the City and shall
be secured by and payable from the City's full faith and credit and taxing power, and the
City shall be obligated to levy Ad Valorem Taxes without limit on all taxable property
within the City in order to pay the scheduled debt service for the Series 2019 Bond, all in
the manner and to the extent provided herein and in the Loan Agreement.
(J) Due to the potential volatility of the market for tax-exempt obligations such
as the Series 2019 Bond and the complexity of the transactions relating to such Series 2019
Bond, it is in the best interest of the City to issue the Series 2019 Bond by a negotiated sale
to the Bondholder, allowing the City to sell and issue the Series 2019 Bond at the most
advantageous time, rather than at a specified ac;iyertised date, thereby permitting the City
to obtain the best possible price, terr.1~ Ii¼<jftsBgate for the Series 2019 Bond.
,,yi(· 1 I ' ..•. ,,.~•,0.-<' {i' -'..., ,,,,.
SECTION 5. AU~tatf. • .,,

1
•• ~-. ~~INANCING OF THE SERIES
2019 PROJECT. The frnancin'.~-~ifr~~~\~(,.. vf.i:M~~his hereby authorized.

-~ '-\l~•;rJ? .: ~ l £t(~t;:,1:,v .;~: ~. ,. ~ ·~-· ::
SECTION 6. AC~~~ftft~J~f'- ;
?SAL. The City hereby accepts
the proposal of the Bondholder tQ,pt· · · · · · ,at~rm loan to finance costs of the
Project, a copy of which proposar!$·~ , . .,,. )'~,a'~,E~hibit A. The City Manager and
the Financial Services Director ar{..-ca6Jf . ,,y) ~ut!i,,9rized to execute and deliver any
,(,_. / / I / / / / I Al' (jJ~fl
"',\;.-t,.
3
documents required to formally accept such proposal and the terms thereof. All actions
taken by such officers or their designees and the Financial Advisor with respect to such
proposal prior to the date hereof are hereby authorized and ratified. To the extent of any
conflict between the provisions of this Resolution or the Loan Agreement and the proposal,
the provisions of this Resolution and the Loan Agreement shall prevail.
SECTION 7. APPROVAL OF FORM OF LOAN AGREEMENT AND

SERIES 2019 BOND. The City hereby approves a term loan from the Bondholder in the
principal amount of $10,200,000. The terms and provisions of the Loan Agreement in
substantially the form attached hereto as Exhibit B are hereby approved, with such changes,
insertions and additions as the Mayor may approve. The City hereby authorizes the Mayor
to execute and deliver, and the Clerk to attest and affix the City seal to, the Loan Agreement
substantially in the form attached hereto as Exhibit B, with such changes, insertions and
additions as the Mayor may approve, his execution thereof being conclusive evidence of
such approval. In order to evidence the loan under the Loan Agreement, it is necessary to
provide for the execution of the Series 2019 Bond. The Mayor and the Clerk are authorized
to execute and deliver the Series 2019 Bond substantially in the form attached to the Loan
Agreement as Exhibit A with such changes, insertion and additions as they may approve,
their execution thereof being evidence of such approval.
SECTION 8. GENERAL OBLIGATION. The full faith, credit and taxing

power of the City shall be and are hereby pledged for the full and prompt payment of the
principal of and interest on the Series 2019 Bond. A direct annual tax without limit shall
be levied upon all taxable property within the City to make such payments. So long as the
Series 2019 Bond is outstanding under the Loan Agreement, provision shall be included
and made in each annual budget and tax levy for the levy of the Ad Valorem Taxes
hereinbefore provided. Notwithstanding any other provision of this Resolution, in
determining the amount of the Ad Valorem Taxes to be levied for a particular fiscal year
to pay debt service on the Series 2019 Bond, the City shall levy, at a minimum, an amount
that assumes that th~ percentage of Ad Valorem Taxes that will be collected in such fiscal
year will be no higher than the percentage of Ad Valorem. Taxes collected for the
immediately preceding fiscal year. Such Ad Valorem Taxes shall be levied and collected
at the same time, and in the same manner, as other ad valorem taxes of the City are assessed,
levied and collected. The Ad Valorem Taxes shall be levied and collected in accordance
with all applicable law, including, but not limited to, the Referendum Ordinance.
SECTION 9. GENERAL AUTHORIZATION. The Mayor, the City

Manager, the Financial Services Director and the Clerk are authorized to execute and
deliver such docwnents, instruments and contracts, whether or not expressly contemplated
hereby; and the City Attorney and other employees or agents of the City are hereby
authorized and directed to do all acts and things required hereby or thereby as may be
necessary for the full, punctual and complete performance of all the terms, covenants,
provisions and agreements herein and therein contained, or as otherwise may be necessary
or desirable to effectuate the purpose and intent of this Resolution.
SECTION 10. REPEAL OF INCONSISTENT DOCUMENTS. All

ordinances, resolutions or parts thereof in conflict herewith are hereby superseded and
repealed to the extent of such conflict.
4
SECTION 11. EFFECTIVE DATE. This Resolution shall become effective
immediately upon its adoption.
ADOPTED AT A REGULAR COUNCIL MEETING THIS 18TH DAY OF

MARCH, 2019.
JOE~
COVIELLO NELSON
~
GUNTER
CARIOSCIA
~ STOKES
WILLIAMS
~
STOUT
~
COSDEN
-¥
-"~
t--~
ATTESTED TO AND FILED IN MY OFFICE THIS I? DAY OF
')'!__~ , 2019.
~- ~~
K I ~ ~ S ,INTERIM CITY
CLERK
DOLORES MENENDEZ
CITY A TIORNEY
5
EXHIBIT A
Bank of America, N.A. Proposal
[See Tab No. 8]

EXHIBIT B
Form of Loan Agreement
[See Tab No. 6]

EXHIBIT A
*** Official Results***
CERTIFICATE OF COUNTY CANVASSING BOARD
LEE COUNTY
We, the undersigned, ARCHIE B. HAYWARD JR, Lee County Judge,

H. ANDREW SWETT, Lee County Judge, TOMi\.1Y DOYLE, Lee
County Supervisor of Elections, constituting the Board of County
Canvassers in and for said County, do hereby certify that w~ met on the
Seventeenth day of November, 2018 A.D., and proceeded publicly to
canvass the votes given for the several offices and persons herein
specified at the General held on the Sixth day of November, 2018 A.D.,
as shown by the returns on file in the office of the Supervisor of
Elections. \Ve do hereby certify from said returns as follows:
For United States Senator, the whole number of votes cast w?~, 28.9,214
of which
Rick Scott (REP) received 174,316 votes

Bill Nelson (DEI>1) received 114,857 voks
Lateresa L.A. Jones (WRI) received 18 votes
Howard Knepper (WRJ) received 6 votes
Michael S. Levinson (WRI) received 4 votes
Charles Frederick Tolbert (WRI) received 5 votes
David Weeks (\VRI) received 8 votes
For Representative in Congress, District 17, the whole numbe~ of votes

cast was 31,235 of which
Gree Steube (REP) received 19,500 votes

Allen Ellison (DEM) received 11,735 votes
For Representative in Congress, District J9, the whole number of votes

Francis Rooney (REP) received 155,034 votes

David Holden (DEM) received 100,162 votes
Pete Pollard (WRI) received 35 votes
For Governor and Lieutenant Governor, the whole number of votes cast
was 289,577 of which
Ron DeSantis and Jeanette Nunez (REP) received 174,085 votes

Andrew Gillum and Chris King (DEM) received 111,172 votes
Darcy G. Richardson and Nancy Argenziano received 2,048 votes
(REF)
Kyle "KC" Gibson and Ellen Wilds (NPA) received 1,085 votes
Ryan Christopher :Foley and John Tutton Jr received 648 votes
(N'PA)
Bruce Stanley and Ryan Howard McJury received 537 votes
(NPA)
Piotr Blass and Paul Edward Harju (WRI) received Q votes
l l/1712011 06:50:54 PM
*'* Official Results • **
CERTIFICATE OF COUNTY CANVASSll'<G BOARD
L.EECOUNTY
Hal Johnson and Tim Hayes (WRI) received 2 votes
For Attorney General, the whole number of votes cast was 285,499 of
vvhich
A;hley Moody (REP) received 179,082 votes

Sean Shaw (DEM) received 101,425 votes
Jeffrey Marc Siskind (NP A) received 4,992 votes
For Chief Financial Officer, the whole number of votes cast was 280,435
of which
Jimmy Patronls (REP) received 172,190 votes

Jeremy Ring (DEM) received 108,229 votes
Richard Paul Dernbinsky (\VR.I) received 16 votes
For Commissioner of Agriculture, the whole number of votes cast was

283,036 of which
Matt Caldwell (REP) received 171,574 votes

Nicole "Nikki" Fried (DEM) received 111,462 votes
I•or State Attorney, 20th Judicial Circuit, the whole number of votes ca.st
Amira Fox (REP) received 210,362 vote$

Joseph Hoffman (V.'RI) received 602 votes
For St.'\te Senator, District 26, the whole number of votes ca:;t was 12,913
of which
Ben Albritton (REP) received 8,650 votes

Catherine Price (DEM) received 4,263 votes
For State Senator, District 28, the whole number of votes cast was 49,983
of which
Kathleen Passidorno (REP) received 31,112 votes

Ar,nisa Karim (DElV!) received 18,871 votes
For State Representative, District 76, the whole number ofvo:es cast was
82,092 of which
Ray Rodrigues (REP) received 52,94 J votes

I lll7/2018 06:50:54 PM
wH Official Results 0 ~
CERTIFICATE OF COUNTY CAJW ASSING BOARD

LEE COUNTY
David Bogner (DEM) received 29,151 votes
For State Representarive, District 77, the whole number of votes cast was
73,590 of which
Dane Eagle (REP) received 46,679 votes

Alanis Elizabeth Garcia (DEM) received 26,911 votes
For State Re;iresentative, District 78, the whole number of votes cast was
68,915 ofwhich
Heather Fitzenlmgen (REP) received ,\0,893 votes

Parisima Taeb (DEM) received 28,022 votes
For State Representative, District 79, the whole number ofvo:es cast was
54,683 of which
Spencer Roach (REP) received 32,221 votes

Mark Lipton (Dfu\1) received 22,462 votes
For County Comrnissioner, District 2, the whole number ofvo:es cast

Cecil Pendergrass (REP) received 182,621 votes

Dill Taylor (!'<1' A) received 82,751 votes
We Certify that pursua11t to Section 102.112, Florida Statutes, the

canvassing board has compared the number of persons who voted with
the number of ballots counted and that the certification includes all valid
votes cast in the election.
l 1/17/2Cli OG:50:54 ?M
*** Official Results'*'
LEE COUNTY
We, trie lmdersigned, ARCHIE B, HAYWARD JR, Lee County Judge,

H. ANDREW SWETT, Lee County Judge, TO!\1JvfY DOYLE, Lee
Canvassers in and for said County, do hereby cenify that we met on the
specified at the Nonpartisan held on the Sixth day of November, 2018
A.D., as shown by the returns on file in the office of the Supervisor of
Elections, We do hereby certify from said returns as follows:
Retention of Justice Alan Lawson of the Supreme Court
Yes 173,255 votes

No 60,878 votes
Retention of Judge Ant\iony K. Black of the Second District Court of

Appeal
Yes 172,801 votes

No 57,044 votes
Retention of Judge Darryl C. Casanueva of the Second District Coll!t of

Appeal
Yes 164,480 votes

No 63,016votes
Retention of Judge Edward C. La.>\.ose of the Second District Court of

Appeal
Yes 167,052 votes

No 59,849 votes
Retention of Judge Susan H. Rothstein-Youaldm of the Second District

Court of Appeal
Yes l 69,523 votes

No 58,602 votes
For School Board, District 4, the whole number of votes cast was 38,682
of which
Don H Armstrong received 17,250 votes

Debbie Jordan received 21,432 votes
l l/!71201S 06:50:$4 FM
*** Official Results ***
CERTfFICATE OF COUNTY CANVASSfNG BOARD
LEE COUNTY
For School Board, District 5, the whole number of votes cast was 32,125
of which
Gwynerta ''Gwyn" Gittens received l 8,216 votes

Pam La.Riviere received 13,909 votes
For School Board, District 6, the whole number of votes cast was
216,272 ofwhlch
Nicholas Alexander received 92,109 votes

Betsy Vaughn received 124,163 votes
For City ofFort Myers City Council Ward 4, the whole number of votes
Kevin Anderson received 1,967 votes

Leigh Eby Scrabis received 1,722 votes
For Lehigh Acres Municipal Services Improvement District, Seat 2, the

whole number of votes ca5t was 19,319 of which
Julie Camp received 12,415 votes

David Duane Dcetscreek received 6,904 votes

whole number of votes cast v:as 20,052 of which
Mike Bonacolta received 11,097 votes

Julie Hollingsworth received 8,955 votes
For Bonita Springs Fire Control and Rescue District, Seat 1, the whole
number of votes cast was 18,289 of which
William C Lonkart received 5,244 votes

James P Murphy received 13,045 votes
For Fort Myers Beach Fire Control District, Seat I, the whole number of
votes cast was 3,535 of which
Forrest E Critser received 1,195 votes

Robert Raymond received 1,801 votes
Bill Santom2.s rcceiv~d 539 votes
I 1/l 71201! 06:50:54 P'1

*** Official Results ** •
CERTI.l<'ICATE OF COUl'.".fY CANVASSING BOARD
LEE COUNTY
For Fort Myers Beach Fire Control District, Seat 3, the whole number of
Jacki Llszak received 2,084 votes

CarolMonis received 1,620 votes
For Fort Myers Beach Fire Control District, Sezt 5, the whole number of
John A Bennett received 2,427 votes

Theodore R Schindler II received 1,122 votes
For Gateway Services Community Development District, Seat 4, the

whole number of votes cast was 6,061 of which
JimBrmm received 2,372 votes

William A Guy received 3,689 votes
For Gateway Services Community Development District, Seat 5, the

Doug Banlcs received 3,928 votes

Delores J Linscott received 2,096 votes
For Habitat Community Development District, Seat 3, the whole number

of votes cast was 1,188 of which
Cheryl G Hampton received 328 votes

Jenny A Licht received 583 votes
Robert Warner received 277 votes
For Iona-McGregor Fire Protection and Rescue Service District, Seat 3,

the whole number of votes cast was 20,201 of which
James Andersen received 11,371 votes

Wii!iam Barnes received 8,830 votes
For Lee County Mosquito Control District, Area 4, the whole numbe: of
Stephen "Steve" R Bowen received 98,820 votes

Devin Carver received 5 I ,612 votes
Justin i\'1 Thomas received 41,280 votes
l J/J7120tS 06:l0:54 PM
*** Official Results **•
CERTIFICATE OF'COUNTY CAlfVASSTNG BOARD
LEE COUNTY
For Lee Memorial Health System Board ofDirecwrs, District 2 (Vote for
2), the whole number of votes cast was 279,228 of which
Donna Clarke received 105,451 votes

Nancy M McGovern received ! 19,915 votes
RobertMNeeld received 53,862 vores
For Lee Memorial Health System Board of Directors, District 4 (Vote for
2), the whole number of votes cast was 270,331 of which
Diane Champion received 115,406 voies

Chris Hansen received 98,363 votes
Randy A Scott received 56,562 votes
For Lehigh Acres Fire Control and Rescue District, Seat 2, the whole
number ohotes cast was 19,465 of which
Net1ic Caro received 8,089 votes

Linda Cart<:r received 9,869 votes
M. Yasin received 1,507 votes
For Lehigh Acres Fire Control and Rescue District, Seat 3, tr.e whole
Robert Bennett received 13,202 votes

William Ernest Liedtke received 5,794 votes
For Lehigh Acres Fire Control Md Rescue District, Seat 5, the whole
number of votes cast w?s 19,050 of which
Charles Edwards received 6,760 votes

Cia Gomez-Sherman received 7,985 votes
Richard Alan Swindle received 2,044 votes
Christopher Waples received 2,261 votes
For M:nlacha/Pine Island Fire Control District, Seat 4, the whole number
of votes cast was 4,422 of which
Jamie Brush received 1,877 votes

John E C,unmick received 2,545 votes
l l/1712018 Oc:50:54 PM
*** Official Results * h
LEE COUNTY
For Moody River Estates Community Development Distric1, Seat 1, the

whole number of votes cast was 656 of which
Chris Jenner received 422 votes

John Teckorius received 234 votes
For North for! Myers Fire Control and Rescue Service District, Seat 3,
the whole n,imber of votes cast was 15,557 of which
Dennis A Agn:sti received 6,727 votes

Tom Mc:e re~eived 8,830 votes
For San Carles Park Fire Protection and Rescue Service District, Seat 1,
the whole number of votes cast was 10,034 of which
Antonio Domenech received 4,736 votes

Matthew James Fields received 5,298 votes
For Sanibel Fire & Rescue District, Seat 1, the whole number of votes
Alfred "Mike" N Lawrence received 1,349 votes

Richard P Mccurry received 1,445 votes
For Sanibel Fire & Rescue District, Seat 2, the whole number of voles
Andrew S Barron received 1,424 votes

Brnce Cochrane received 1,443 votes
For Sto:rnybrook Community Development District, Seat 4, the whole

number of votes cast was 802 of wl1ich
Michael J DeBrino Jr received 504 votes

Lewis E Frith received 298 votes
l l/i7f2Qlg C6:5Q;54 ?Y~

*'•
Official R~snlts w, •
LEE COUNTY
We Cenify that pursuant to Section 102.112, Florida Statutes, the

canvassing board has compared the number of persons who voted with
foe number of ballots counted and that the certification includes all valid
votes cast in the electi.011.
il/l1rl01S 06:50:54 PM
"** Of.fidal Results H>"'
CERTIFICATE 01' COUNTY CANVASSING BOARD
LEE COUNTY
We, the undersigned, ARCHIE B. HAYWARD JR, Lee County Judge, H. ANDREW
SWETT, Lee County Judge, TOMMY DOYLE, Lee County Supervisor of Elections,
constituting t'ie Board of County Canvassers in and for said County, do hereby certify
that we met on the Seventeenth day of November, 2018 A.D., 1L1d proceeded publicly
to canvass the votes given for the Proposed Amendments to the Constitution of the
State of Florida and Proposed Amendments ro the Constitu:.ion of the State of Florida
Referendums on the Sixth day of November, 2018 A.D. as shown by the returns on
file in the office of the Supe~isor c-f E!ectio:1s. \Ve do hereby certify from said
r-etl.;rns as follows:
NO, 1
CONSTITUTIONAL AMEl'{DMENT
ARTICLE VII, SECTION 6; ARTICLE xn, SECTION 37
INCREASED HOMESTEAD PROPERTY TAX EXElVIPTION
Proposing an amendment to the State Constitution to increase the homes:ead
by exempting the assessed vaiuation of homestead property than
and up to $125,000 for all levies other than school district The
amendment shall u;ke effect January 1, 20!9.
Yes fer Approval 189,379 votes:

No for Rejection 86,052 votes
N0.2
CONS'l1TUTIONAL AMEI\'DMENT
ARTICLE XII, SECTION 27
LIMITATIONS ON PROPERTY TAX ASSESSMENTS
Proposbg ,m a:nend.mer:t to tbe S!a~e Constitution to permanently retain provbions
cu:rently Ln effect1 ,vhich limit property tax as~essment in~reases on specified
nonho:nestead re.1l property, except for school district taxesf r;,:, 10 percent each year.
If approved, the amendment removes tho scheduled repeal of such provisiors in 2019
and sha:l take effect January I, 20 l 9.
Ye.s for Approval 201,947 votes

No for Rejection 68,898 vo:es
NO.3
CONSTITUTIONAL A.1'1ENDMENT
ADD NEW SECTION 29 TO ARTICLE X
VOTER CONTROL OF GAMBLING IN FLOR.IDA
This amendment er.sures that Florida voters shall have the exclusive right to decide
~vhether to authorize casino gambling by requiring that in order for casfno gambling
'.o be authorized un::er Florida law, it must be approved by Florida voters pursuant to
Article Xl, Section 3 of tl1e Florida Constitution. Affects articles X and Xl. Defines
casino gambling and c1arlfies that this amendment does net conflict with federal law
:-egarding state/tribal compacts,
Yes fee Approval 194,706 votes

No for Rejectio:i 81,737 vctes
NO.4
CONSTITUTIONAL AMEl'1'DMENT
ARTICLE VI, SECTION 4
VOTLNG RESTORATION AMENDMENT
ll/1712018 06:50:54 PM
**,., Offic.fa[ Results *u
CERTIFICATE OF COUNTY CA.i"\"11 ASSING BOARD
LEECOIJKTY
fhis amendment restores the votir,g rights of Floridians with felony co:ivictions after
they complete all terms of their sentence including parole or probation. The
amendment wo 1.dd not apply to these convicted of mt.rde: er sexual ::iffenses, who
wo'Jld continue to be permanently barred from voting unless the Governor and
Cabinet vote to restore their voting rights on a case by case basis.
Yes for Approval 157,440 votes:

No for Rejection l J9,E97 votes
N0.5
CONSTITUTIONAL AMENDMENT
ARTICLE VII, SECTION 19
SUPEllivlAJORlTY VOTE REQUIRED TO IMPOSE,
AUTHORIZE, OR RAISE STATE TAXES OR FEES
Prohibits the legislature from i.mposLng, atithorizing 1 or raising a s:ate tax or foe
exce;,t through legis!ation approved by a two-thirds vote of each house cf the
legislature in a bill containing no other subject. This propos,l does rDt authorize. a
s:ate tax or fee otherwise prohibited by the Constitution and does not ,.pply to fees or
taxes imposed or sutl:orized to be imposed by a county, municipality, school board,
or special district.
Yes for Approv,I 203,344 votes

No for Rejection 68,9j6 votes
N0.6
ARTICLE I, SECTION 16;
ARTICLE V, SECTIONS 8 AND 21;
ARTICLE XII, NEW SECTION
RIGHTS OF CRUVIE VICTIMS; JUDGES
Creates constitutional rights for victfrns of crime; requires courts to facilitate victims'
rights; aut..1orizes victims to enforce their rights throughout cdminaJ and juvenile
justice processes. Requires judges and bearing officers to independently interpret
statute.s :md rules rather than defm'ing to government agency's interpreration. Raises
mandatory retirement age of state justices and judges from seventy to seventy-five
years; deletes authorization to complete judicial term if one-half of :erm has been
served by retirement age.
Ycs for Approval 187,721 vctes

N0,7
CONSTITUTIONAL AJY.[El'<'DMENT
ARTICLE IX, SECTIONS 7 AND 8;
ARTICLE X, NEW SECTION
FIRST RESPONDER A.i'ID MILITARY MEl\1.BER SURVIVOR
BENEFITS; PUBLIC COLLEGES A,','D Ul\TVERSITIES
Grants rnanda!ory payment of death benefits and waiver of certai:1 educational
expenses to qualif;ing survivors of certain first responders and military members who
die performing official duties. Requires supcrmajority votes by university trustees and
s:ate university system board of governors to raise or impose all legisf!1tivcly
authorized fees if law requires approval by Loose bodies. Establishes existing state
college system as constitutional entity; provides governance structure.
Yes for Approval 19,,539 votes

No for Rejection 8i,679 vo:es
l l/17/'20!! 06:50:54PM 2
u;ic Official Re.su1ts **"
LEE COUNTY
NO.9
ARTICLE II, SECTION 7;
ARTICLE X, SECTION 20
PROHlBlTS OFFSHORE OIL AND GAS DRILLIN'G; PROHIBITS
VAPING IN ENCLOSED INDOOR WORKPLACES
Prohlbi~s drilling for the exploration or extraction of oil and n1turai gas beneath all
s:ate-owned waters between the mean high water line and Ll1e state's oute:most
territorial boundaries. Adds use of vapor-generating electronic devices to current
prohibition of tobacco smoking in enclcsed indoor workplaces with except:ons;
permits more res:dctivc local vapor ordir,a.,ces.
Yes for Approval 188,986 votes

NO.10
CONSTITUTIONAL Al\fE:r-.1)M.E:NT
ARTICLE III, SECTION 3;
ARTICLE IV, SECTIONS 4 AND 11;
AJff!CLE VIII, SECTIONS 1 AND 6
STA TE AND LOCAL GOVERKMENT STRUCTURE AND
OPERATION
legislature to retain depanment of veterans• affairs. Er.sures election of

property appraise:-s 1 supervisors of elect!Cns; tax collectors 1 and clerks of
;::ourt in all counties; removes county charters' ability to abolish, change term, tra!1sfer
duties, or eliminate election cf these offices. Changes annual legis,ative session
commencement Cate in ever.• numbered years from March to January; removes
legisiature's authorization to fix another date. Creates office of domestic security and
co:.mterterrorism wlth!n department of law enforcement

N0.11
CONSTITUTIONAL Al'VIENDMENT
ARTICLE X, SECTIONS 9 AND 19
PROPERTY RIGHTS; REMOVAL OF OBSOLETE PROVISION;
CRil\1mAL STATUTES
Removes discriminatory language related to real property rlghts. Rerr.oves obsolete

ltmgu::ge repealed by votc:-s, Deletes provision that amendment of a criminal statute
will not affect prosecution or penalties for a crim~ conunitted before the amendment;
retnins curn~nt provision allowLr:g prose;ution of a crime committed before the tcpeal
of a criminal statute.
Yes for /''l..pp:-oval 169,778 votes

1'0 for Rejection 90,870 vctes
: llt7120l! 06:l0:54 p:,,

•** Ofllclal Results'*'
LE£COUNTY
N0.12
CONSTITUTIONAL AMENDJYfENT
ARTICLE IT, SECTION 8;
ARTICLE V, SECTION 13;
LOBBYING AND ABUSr: OF OFFICE BY PUBLIC OFFICERS
Expands current restrictions on lobbying for compensa~bn by former p~bHc office.rs;
creates restritt:ons on lobbyir.g for compensation by serving public officers and
form« justices end judges; provides exceptions; prohibits abuse of a public position
by public officers and employees to obtain a persor.al benefit.
Yes for ApprOVll 224,805 votes

NO, 13
CONSTITUTIONAL AMEl'<'DMENT
ARTICLE X, NEW SECTION;
ENDS DOG RACING
Phases out commercial dog racing in connection with wagering by 2020. Other
gaming activities are r.ot affected.

Na for Rejection 92,209 votes
COUNTY SCHOOL BOARD REFERENDUM HALII CENT TAX

County School Bo:ll'd Referendum Half Cent Tax
Yes for Approva: 139,229 votes

~o for Rejection 130,994 votes
LEHIGH ACRES MUNICIPAL SVCS IMPROV DIST

REFERENDUM
Lehigh Acres ?v1unicipal Svcs Improv Dis.t Referendum
Yes for Approval l 5,173 votes
CITY O.F CAPE CORAL BONl) REFERENDUM
Ci:y of Cape Cora/ Bond Referendum

I l/l7/20l! 06:50:54 p:,1

"""* Official Results ,. 0

LEE COUNTY
We Certify that pursuant to Section 102.l !2, Florida Statutes, the canvassing boa:d
cas the ncmber of persons who voted with the num~er of bsllors counted
certificat'on inc!udes all valid votes cast in the election.
: ;/17/20 I8 (:6.50.54 P!\{

LOAN AGREEMENT
BETWEEN
AND
BANK OF AMERICA, N.A.
Dated as of March 22, 2019

TABLE OF CONTENTS
ARTICLE I
DEFINITION OF TERMS
SECTION 1.01. DEFINITIONS ................................................................................... 2

SECTION 1.02. INTERPRETA1'ION .......................................................................... 4
SECTION 1.03. TITLES AND HEADINGS ............................................................... 5
ARTICLE II
REPRESENTATIONS, WARRANTIES AND COVENANTS; SECURITY FOR
SERIES 2019 BOND
SECTION 2.01. REPRESENTATIONS BY THE CITY ............................................. 6

SECTION 2.02. GENERAL REPRESENTATIONS, WARRANTIES AND
COVENANTS OF THE BONDHOLDER .................................. 7
SECTION 2.03. TAX COVENANT ............................................................................ 7
SECTION 2.04. GENERAL OBLIGATION OF THE CITY ...................................... 7
SECTION 2.05. CREATION OF SINKING FUND; PAYMENT COVENANT ....... 8
SECTION 2.06. CREATION OF PROJECT FUND ................................................... 8
ARTICLE III
DESCRIPTION OF SERIES 2019 BOND; PAYMENT TERMS; OPTIONAL
PREPAYMENT
SECTION 3.01. DESCRIPTION OF THE SERIES 2019 BOND ............................. 10

SECTION 3.02. OPTIONAL PREPAYMENT .......................................................... 11
SECTION 3.03. DETERMINATION OF TAXABILITY ......................................... 12
ARTICLE IV
CONDITIONS FOR ISSUANCE OF THE SERIES 2019 BOND
SECTION 4.01. CONDITIONS FOR ISSUANCE .................................................... 13
ARTICLE V
EVENTS OF DEFAULT; REMEDIES
SECTION 5.01. EVENTS OF DEFAULT ................................................................. 14

SECTION 5.02. REMEDIES ...................................................................................... 14
ARTICLE VI
MISCELLANEOUS
SECTION 6.01. AMENDMENTS, CHANGES OR MODIFICATIONS TO

THE AGREEMENT ................................................................... 16
SECTION 6.02. COUNTERPARTS .......................................................................... 16
SECTION 6.03. SEVERABILITY ............................................................................. 16
SECTION 6.04. TERM OF AGREEMENT ............................................................... 16
SECTION 6.05. NOTICE OF CHANGES IN FACT ................................................ 16
SECTION 6.06. NOTICES ......................................................................................... 16
SECTION 6.07. NO THIRD-PARTY BENEFICIARIES ......................................... 17
SECTION 6.08. WAIVER OF JURY TRIAL. ........................................................... 17
SECTION 6.09. APPLICABLE LAW; VENUE; ATTORNEY'S FEES .................. 17
SECTION 6.10 ASSIGNMENT; PARTICIPATIONS ............................................. 17
SECTION 6.11. INCORPORATION BY REFERENCE .......................................... 18
EXHIBIT A - FORM OF SERIES 2019 BOND
11
This LOAN AGREEMENT (the "Agreement") is made and entered into as of
March 22, 2019, by and between CITY OF CAPE CORAL, FLORIDA, a municipal
corporation duly organized and validly existing under the laws of the State of Florida, and
its successors and assigns (the "City"), and BANK OF AMERICA, N.A., a national
banking association and its successors and assigns (the "Bondholder");
W I T N E S S E T H:
WHEREAS, the City is authorized by provisions of applicable law to, among other
things, acquire, construct, equip, own, sell, lease, operate and maintain various capital
improvements and public facilities to promote the health, welfare and economic prosperity
of the residents of the City and to borrow money to finance and refinance the acquisition,
construction, equipping and maintenance of such capital improvements and public
facilities; and
WHEREAS, pursuant to Ordinance No. 38-18 enacted by the City Council of the
City (the "Council") on June 18, 2018, the Council ordered the holding of a bond
referendum election to determine if the qualified electors of the City would approve the
issuance of not exceeding $60,000,000 in aggregate principal amount of general obligation
within the City for the principal purpose of financing the acquisition, construction and
equipping of various parks, natural areas, recreational and athletic facilities, trails, boating,
fishing and swimming facilities, and wildlife habitat and shoreline protection
improvements, as generally described in the Referendum Ordinance and more particularly
described in the plans and specifications on file with the City, as the same may be amended
and supplemented from time to time (collectively, the "Project"); and
WHEREAS, on November 6, 2018, a bond referendum election was held and the
within the City for the principal purpose of financing costs of the Project was approved by
a majority of the qualified electors of the City voting in said referendum election; and
WHEREAS, the City has determined that it is in its best interest to finance costs of
a portion of the Project in order to improve and maintain the health, safety and welfare of
the residents of the City; and
WHEREAS, pursuant to a competitive solicitation process, the City's Financial

Advisor (as defined herein) solicited proposals from financial institutions to provide a term
loan to finance a portion of the costs of the Project; and
WHEREAS, the Bondholder provided the most beneficial proposal to the City to
provide such term loan and is now willing to make the term loan to the City, and the City
is willing to incur such term loan, pursuant to the terms and provisions of this Agreement
1
in an aggregate principal amount of $10,200,000 to finance costs of a portion of the Project
and pay costs relating to the issuance of the hereinafter described Series 2019 Bond.
NOW, THEREFORE, THIS AGREEMENT WITNESSETH:
That the parties hereto, intending to be legally bound hereby and in consideration of
the mutual covenants hereinafter contained, DO HEREBY AGREE as follows:
ARTICLE I
DEFINITION OF TERMS
SECTION 1.01. DEFINITIONS. The terms defined in this Article I shall, for
all purposes of this Agreement, have the meanings in this Article I specified, unless the
context clearly otherwise requires.
"Act" shall mean the State of Florida Constitution, Chapter 166, Florida Statutes,
the Charter of the City, the Referendum Ordinance, the Ordinance and other applicable
provisions of law.
"Agreement" shall mean this Loan Agreement, dated as of March 22, 2019,
between the City and the Bondholder and any and all modifications, alterations,
amendments and supplements hereto made in accordance with the provisions hereof.
"Bond Counsel" shall mean Nabors, Giblin & Nickerson, P.A., Tampa, Florida or
any other attorney at law or firm of attorneys of nationally recognized standing in matters
pertaining to the federal tax exemption of interest on obligations issued by states and
political subdivisions and duly admitted to practice law before the highest court of any state
of the United States of America.
"Bondholder" shall mean Bank of America, N.A., and its successors and assigns.
"Business Day" shall mean any day other than a Saturday, Sunday or a day on
which the payment office of the Bondholder is closed.
"City" shall mean the City of Cape Coral, Florida, a municipal corporation duly
organized and validly existing under the laws of the State of Florida.
"City Manager" shall mean the City Manager of the City, or his or her duly
authorized designee.
"Clerk" shall mean the City Clerk of the City, or her or his duly authorized
designee.
2
"Code" shall mean the Internal Revenue Code of 1986, as amended, and applicable
rules and regulations.
"Council" shall mean the City Council of the City of Cape Coral, Florida.
"Default Rate" shall mean maximum rate allowable under applicable law.
"Determination of Taxability" shall mean the circumstance of interest paid or

payable on the Series 2019 Bond becoming includable for federal income tax purposes in
the gross income of the Bondholder as a consequence of any action or inaction of the City.
A Determination of Taxability will be deemed to have occurred upon (A) the receipt by
the City or the Bondholder of an original or a copy of an Internal Revenue Service
Technical Advice Memorandum or Statutory Notice of Deficiency or other official letter
or correspondence from the Internal Revenue Service or a final decree or judgment of any
federal court which holds that any interest payable on the Series 2019 Bond is includable
in the gross income of the Bondholder; (B) the issuance of any public or private ruling of
the Internal Revenue Service that any interest payable on the Series 2019 Bond is
includable in the gross income of the Bondholder, or (C) receipt by the City or the
Bondholder of an opinion of a Bond Counsel that any interest on the Series 2019 Bond has
become includable in the gross income of the Bondholder for federal income tax purposes.
For all purposes of this definition, a Determination of Taxability will be deemed to occur
on the date as of which the interest on the Series 2019 Bond is deemed includable in the
gross income of the Bondholder.
"Financial Services Director" shall mean the Financial Services Director of the
City, or her or his duly authorized designee.
"Financial Advisor" shall mean City's financial advisor, RBC Capital Markets,
LLC.
"Fiscal Year" shall mean the 12-month period commencing on October I of any
year and ending on September 3 0 of the immediately succeeding year.
"Interest Payment Date" shall have the meaning ascribed thereto in Section
3.0l(c) hereof.
"Interest Rate" shall mean a fixed interest rate equal to 2.74% per annum. The
Interest Rate is subject to adjustment pursuant to Section 3.03 and Section 5.02 hereof.
"Maturity Date" shall mean March 1, 2034.
"Mayor" shall mean the Mayor of the City and in his or her absence or
unavailability, the Mayor Pro Tern of the City and such other person as may be duly
authorized to act on his or her behalf.
3
"Ordinance" shall mean Ordinance No. 83-18, enacted by the City on January 7,
2019, as the same may be amended and supplemented from time to time.
"Principal Payment Date" shall have the meaning ascribed thereto in Section
3.0l(c) hereof.
"Project" shall mean, collectively, the acquisition, construction and equipping of

various parks, natural areas, recreational and athletic facilities, trails, boating, fishing and
swimming facilities, and wildlife habitat and shoreline protection improvements, as
generally described in the Referendum Ordinance and more particularly described in the
plans and specifications on file with the City, as the same may be amended and
supplemented from time to time.
"Project Fund" shall mean the City of Cape Coral, Florida General Obligation
Bond (Bank of America), Series 2019 Project Fund established under Section 2.06 hereof.

"Resolution" shall mean Resolution No. 54-19 adopted by the Council on March
18, 2019, which, among other things, authorized the execution and delivery of this Loan
Agreement and the issuance of the Series 2019 Bond.
"Series 2019 Bond" shall mean the City of Cape Coral, Florida General Obligation
Bond (Bank of America), Series 2019, authorized to be issued by the Resolution and more
particularly described in Section 3.01 hereof.
"Sinking Fund" shall mean the City of Cape Coral, Florida General Obligation
Bond (Bank of America), Series 2019 Sinking Fund established under Section 2.05 hereof.
"State" shall mean the State of Florida.
"Tax Certificate" shall mean the Certificate as to Arbitrage and certain Other Tax
Matters to be executed by the City in connection with the issuance of the Series 2019 Bond,
as such Certificate may be amended from time to time.
"Taxable Rate" shall mean the rate of interest to be borne by the Series 2019 Bond
upon a Determination of Taxability as provided in Section 3.03 hereof, which rate shall be
determined by multiplying the then effective Interest Rate by a fraction, the numerator of
which is one (1.00) and the denominator of which is determined by subtracting the then
highest marginal corporate income tax rate (currently 21 % or .21) from one (1.00).
SECTION 1.02. INTERPRETATION. Unless the context clearly requires

otherwise, words of masculine gender shall be construed to include correlative words of
the feminine and neuter genders and vice versa, and words of the singular number shall be
4
construed to include correlative words of the plural number and vice versa. Any capitalized
terms used in this Agreement not herein defined shall have the meaning ascribed to such
terms in the Resolution. This Agreement and all the terms and provisions hereof shall be
construed to effectuate the purpose set forth herein and to sustain the validity hereof.
SECTION 1.03. TITLES AND HEADINGS. The titles and headings of the
articles and sections of this Agreement, which have been inserted for convenience of
reference only and are not to be considered a part hereof, shall not in any way modify or
restrict any of the terms and provisions hereof, and shall not be considered or given any
effect in construing this Agreement or any provision hereof or in ascertaining intent, if any
question of intent should arise.
[Remainder of this page intentionally left blank]
5
ARTICLE II
REPRESENTATIONS, WARRANTIES AND COVENANTS;

SECURITY FOR SERIES 2019 BOND
SECTION 2.01. REPRESENTATIONS BY THE CITY. The City

represents, warrants and covenants that:
(a) The City is a municipal corporation duly organized and validly existing under
the Constitution and other laws of the State. Pursuant to the Resolution, the City has duly
authorized the execution and delivery of this Agreement, the performance by the City of
all of its obligations hereunder, and the issuance of the Series 2019 Bond in the aggregate
principal amount of $10,200,000.
(b) The City has complied with all of the provisions of the Constitution and laws
of the State, including the Act, and has full power and authority to enter into and
consummate all transactions contemplated by this Agreement or under the Series 2019
Bond, and to perform all of its obligations hereunder and under the Series 2019 Bond and,
to the best knowledge of the City, the transactions contemplated hereby do not conflict
with the terms of any statute, order, rule, regulation, judgment, decree, agreement,
instrument or commitment to which the City is a party or by which the City is bound.
(c) The City is duly authorized and entitled to issue the Series 2019 Bond and
enter the Agreement and, when issued in accordance with the terms of this Agreement, the
Series 2019 Bond and the Agreement will each constitute legal, valid and binding
obligations of the City enforceable in accordance with their respective terms, subject as to
enforceability to bankruptcy, insolvency, moratorium, reorganization or other similar laws
affecting creditors' rights generally, or by the exercise of judicial discretion in accordance
with general principles of equity.
(d) There are no actions, suits or proceedings pending or, to the best knowledge
of the City, threatened against or affecting the City, at law or in equity, or before or by any
governmental authority, that, if adversely determined, would materially impair the ability
of the City to perform the City's obligations under this Agreement or under the Series 2019
Bond.
( e) The City will furnish to the Bondholder within 270 days after the close of
each Fiscal Year a copy of the annual audited financial statements of the City, including
all standard statements for a Comprehensive Annual Financial Report, prepared by a
certified public accountant. With reasonable promptness the City shall provide such other
data and information as may be reasonably requested by the Bondholder from time to time,
including but not limited to any authorized budget of the City, or in the alternative the City
shall permit the Bondholder the right to inspect any and all of the City books, records,
and/or accountings as may reasonably be related to this Loan Agreement.
6
( f) The bond referendum election held on November 6, 2018, relating to the
issuance by the City of general obligation bonds in the aggregate principal amount of not
exceeding $60,000,000 was duly noticed and duly held in accordance with applicable
Florida law and a majority of the electors voting in such election approved the issuance of
such bonds. The City has not previously issued any such bonds.
SECTION 2.02. GENERAL REPRESENTATIONS, WARRANTIES AND

COVENANTS OF THE BONDHOLDER. The Bondholder hereby represents, warrants
and agrees that it is a national banking association authorized to execute and deliver this
Agreement and to perform its obligations hereunder, and such execution and delivery will
not constitute a violation of its charter, articles of association or bylaws. Pursuant to the
terms and provisions of this Agreement, the Bondholder agrees to provide a term loan to
the City as evidenced hereby and by the Series 2019 Bond for the purpose of financing
costs of a portion of the Project and paying costs relating to the issuance of the Series 2019
Bond.
SECTION 2.03. TAX COVENANT. (a) In order to maintain the exclusion

from gross income for purposes of Federal income taxation of interest on the Series 2019
Bond, the City shall comply with each requirement of the Code applicable to the Series
2019 Bond. In furtherance of the covenant contained in the preceding sentence, the City
agrees to continually comply with the provisions of the Tax Certificate, which, upon its
execution and delivery, will be incorporated fully by reference herein, as a source of
guidance for achieving compliance with the Code.
(b) The City shall make any and all rebate payments required to be made to the
United States Department of the Treasury in connection with the Series 2019 Bond
pursuant to Section 148(f) of the Code.
(c) So long as necessary in order to maintain the exclusion from gross income
of interest on the Series 2019 Bond for Federal income tax purposes, the covenants
contained in this Section shall survive the payment of the Series 2019 Bond and the interest
thereon, including any payment or defeasance thereof.
(d) The City shall not take or permit any action or fail to take any action which
would cause the Series 2019 Bond to be an "arbitrage bond" within the meaning of Section
148(a) of the Code.
SECTION 2.04. GENERAL OBLIGATION OF THE CITY. The full faith,

credit and taxing power of the City shall be and are hereby pledged for the full and prompt
payment of the principal of and interest on the Series 2019 Bond. A direct annual tax
without limit shall be levied upon all taxable property within the City to make such
payments. So long as the Series 2019 Bond is outstanding under this Agreement, provision
shall be included and made in each annual budget and tax levy for the levy of the taxes
hereinbefore provided. Notwithstanding any other provision of this Agreement, in
7
determining the amount of the ad valorem tax to be levied for a particular Fiscal Year to
pay debt service on the Series 2019 Bond, the City shall levy, at a minimum, an amount
that assumes that the percentage of ad valorem tax that will be collected in such Fiscal Year
will be no higher than the percentage of ad valorem tax collected for the immediately
preceding Fiscal Year. Such ad valorem tax shall be levied and collected at the same time,
and in the same manner, as other ad valorem taxes of the City are assessed, levied and
collected. The ad valorem tax shall be levied and collected in accordance with all
applicable law, including, but not limited to, the Referendum Ordinance.
SECTION 2.05. CREATION OF SINKING FUND; PAYMENT

COVENANT. (A) There is hereby created the "City of Cape Coral, Florida General
Obligation Bond (Bank of America), Series 2019 Sinking Fund" which shall be held in
trust for the benefit of the Bondholder. The City covenants that all ad valorem taxes levied
in accordance with Section 2.04 hereof shall, promptly upon receipt, be deposited to the
Sinking Fund. Moneys in the Sinking Fund shall be held in trust by the City and shall be
subject to a lien and charge in favor of the Bondholder and for the further security of such
Bondholder.
(B) Money in the Sinking Fund shall be used solely for the purpose of paying
debt service on the Series 2019 Bond coming due (whether by maturity, scheduled
mandatory redemption or otherwise).
Moneys in the Sinking Fund shall be disbursed for (i) the payment of the interest on
the Series 2019 Bond secured hereby as such interest comes due, (ii) the payment of the
principal of the Series 2019 Bond secured hereby as such principal comes due, (iii) the
payment of the redemption price of the Series 2019 Bond being redeemed; and (iv) the
payment of the necessary charges for paying the Series 2019 Bond and interest thereon.
(C) On or prior to each Interest Payment Date and Principal Payment Date, the
City shall withdraw from the Sinking Fund sufficient moneys to pay such principal or
interest on the Series 2019 Bond. The City covenants that it shall duly and punctually pay
the principal of and interest on the Series 2019 Bond at the dates and place and in the
manner provided herein and in the Series 2019 Bond according to the true intent and
meaning thereof and all other amounts due under this Agreement.
SECTION 2.06. CREATION OF PROJECT FUND. There is hereby created

the "City of Cape Coral, Florida General Obligation Bond (Bank of America), Series 2019
Project Fund" which shall be used to pay costs of that portion of the Project to be funded
with proceeds of the Series 2019 Bond. Moneys in the Project Fund shall be held in trust
by the City and, pending the expenditure of moneys therein to pay certain costs of the
Project, shall be subject to a lien and charge in favor of the Bondholder and for the further
security of such Bondholder.
8
There shall be paid into the Project Fund the amounts required to be so paid by the
provisions of this Agreement, and there may be paid into the Project Fund, at the option of
the City, any moneys received for or in connection with the Project by the City from any
other source.
The proceeds of insurance maintained against physical loss of or damage to that

portion of the Project financed with proceeds of the Series 20 I 9 Bond, or of contractors'
performance bonds with respect thereto pertaining to the period of construction thereof, if
any, shall be deposited into the Project Fund.
Any moneys received by the City from the State or from the United States of
America or any agencies thereof for the purpose of financing part of the cost of the Project
may be deposited into the Project Fund and used in the same manner as the Series 2019
Bond proceeds are used therein; provided that separate accounts or subaccounts may be
established in the Project Fund for moneys received pursuant to the provisions of this
paragraph whenever required by Federal or State law.
The City covenants that the acquisition, construction and installation of the portion
of the Project being financed with Series 2019 Bond proceeds will be completed without
delay and in accordance with sound engineering practices. The City shall make
disbursements or payments from the Project Fund only to pay costs of the Project, except
as otherwise provided below. The City shall keep records of such disbursements and
payments and shall retain all such records for such period of time as required by applicable
law.
Notwithstanding any of the other provisions of this Section 2.06, to the extent that
other moneys are not available therefor, amounts in an account of the Project Fund shall
be applied to the payment of principal and interest on the Series 2019 Bond.
Promptly after the date of the completion of the Project, and after paying or making
provision for the payment of all unpaid items, the City shall deposit any balance of moneys
remaining in the Project Fund into the Sinking Fund established hereunder and used to pay
scheduled interest on the Bonds or for any other lawful purpose, provided the City has
received the prior approval of Bond Counsel to the effect that such application for any other
lawful purpose shall not adversely affect the exclusion, if any, of interest on the Bonds
from gross income for purposes of Federal income taxation.
9
ARTICLE III
DESCRIPTION OF SERIES 2019 BOND; PAYMENT TERMS;

OPTIONAL PREPAYMENT
SECTION 3.01. DESCRIPTION OF THE SERIES 2019 BOND. (a) The

City hereby authorizes the issuance and delivery of the Series 2019 Bond to the Bondholder
which Series 2019 Bond shall be in an aggregate principal amount equal to TEN MILLION
TWO HUNDRED THOUSAND AND 00/100 DOLLARS ($10,200,000.00) and shall be
designated as the "City of Cape Coral, Florida General Obligation Bond (Bank of
America), Series 2019." The text of the Series 2019 Bond shall be substantially in the form
attached hereto as Exhibit A, with such omissions, insertions and variations as may be
necessary and desirable to reflect the particular terms of the Series 2019 Bond. The
provisions of the form of the Series 2019 Bond are hereby incorporated in this Agreement.
(b) The Series 2019 Bond shall be dated the date of its delivery. The Series 2019
Bond shall be executed in the name of the City by the manual signature of the Mayor and
the official seal of the City shall be affixed thereto and attested by the manual signature of
the Clerk. In case any one or more of the officers, who shall have signed or sealed the
Series 2019 Bond, shall cease to be such officer of the City before the Series 2019 Bond
so signed and sealed shall have been actually delivered, such Series 2019 Bond may
nevertheless be delivered as herein provided and may be issued as if the person who signed
or sealed such Series 2019 Bond had not ceased to hold such office.
(c) The Series 2019 Bond shall bear interest from its date of issuance at the
Interest Rate (calculated on the basis of twelve 30-day calendar months and a 360 day year)
as the same may be adjusted pursuant to Section 3.03 and Section 5.02 hereof. Interest on
the Series 2019 Bond shall be payable semi-annually on September I and March I of each
year, commencing September 1, 2019 (each an "Interest Payment Date") so long as any
amount under the Series 2019 Bond remains outstanding. Principal of the Series 2019
Bond shall be payable annually on March 1 of each year, commencing March 1, 2020 (each
a "Principal Payment Date"), through and including the Maturity Date. The principal
payments shall be in the amounts set forth in Appendix I attached to the form of the Series
2019 Bond attached hereto as Exhibit A.
(d) All payments of principal of and interest on the Series 2019 Bond shall be
payable in any coin or currency of the United States which, at the time of payment, is legal
tender for the payment of public and private debts and shall be made to the Bondholder by
bank wire transfer or direct debit of a deposit account of the City or in such other manner
as is agreed to between the City and the Bondholder; provided, however, that promptly
following the final payment of the Series 2019 Bond, the Bondholder shall surrender the
canceled Series 2019 Bond to the City. The City shall maintain books and records with
respect to the identity of the holder of the Series 2019 Bond.
(e) Other than the fees referred to in Section 4.0l(b) hereof, there will be no
Bondholder fees for the term loan made hereunder. Except as otherwise provided herein,
the Bondholder shall pay for all of its costs relating to routine servicing the term loan.
SECTION 3.02. OPTIONAL PREPAYMENT. The Series 2019 Bond may

be prepaid at any time prior to the Maturity Date, at the option of the City, from any moneys
legally available therefor, upon notice as provided herein, in whole or in part at any time
or from time to time, by paying to the Bondholder all or a part of the principal amount of
the Series 2019 Bond to be prepaid, together with the unpaid interest accrued on the amount
of principal so prepaid to the date of such prepayment, plus the applicable Prepayment Fee,
as described below.
Any prepayment shall be made on such date and in such principal amount as shall
be specified by the City in a written notice provided to the Bondholder not less than three
(3) Business Days prior thereto. Notice having been given as aforesaid, the amount of
principal of the Series 2019 Bond stated in such notice or the whole thereof, as the case
may be, shall become due and payable on the date of prepayment stated in such notice,
together with interest accrued and unpaid to the date of prepayment on the principal amount
then being paid, plus the applicable Prepayment Fee. If on the date of prepayment moneys
for the payment of the principal amount to be prepaid on the Series 2019 Bond, together
with interest to the date of prepayment on such principal amount and the applicable
Prepayment Fee shall have been paid to the Bondholder as above provided, then from and
after the date of prepayment, interest on such prepaid principal amount of the Series 2019
Bond shall cease to accrue. If said money shall not have been so paid on the date of
prepayment, such principal amount of the Series 2019 Bond shall continue to bear interest
until payment thereof at the Interest Rate.
All prepayments shall be applied in inverse order of maturity unless otherwise

agreed by the City and the Bondholder in writing. The Bondholder shall make appropriate
notations in its records indicating the amount and date of any such prepayment and shall
upon request of the City promptly transmit an acknowledgment to the City indicating the
amount and date of such prepayment.
The Prepayment Fee will be equal to the present value ( discounted by the hereinafter
defined Reinvestment Rate) of the difference, if positive, between:
(a) the sum of the interest payments that would have accrued on each prepaid
installment of principal at a fixed interest rate for such installment equal to 2.85%, as if the
prepayment had not been made, less
(b) the sum of the interest payments that would have accrued on each prepaid
installment of principal at a fixed interest rate for such installment equal to the
Reinvestment Rate, as if the prepayment had not been made.
11
The following definitions will apply to the calculation of the Prepayment Fee:
(i) "Reinvestment Rate" means, with respect to each repaid installment of principal,
the Swap Rate on the date the Prepayment Fee is calculated by the Bondholder for a term
corresponding to the period of time remaining until such principal installment was
scheduled to be paid, interpolated on a linear basis, if necessary, and
(ii) "Swap Rate" means, as of any date, the offered U.S. Dollar interest rate swap
rate that a fixed rate receiver would receive in return for paying a floating rate equal to the
three month LIBOR determined by the Bondholder on such date by reference to the
Bloomberg service or such other similar data source then used by the Bondholder for
determining such rate.
In the event that the Bondholder shall have reasonably determined (which
determination shall be conclusive absent manifest error) that, by reason of circumstances
beyond the Bondholder's reasonable control affecting LIBOR, LIBOR is unavailable or
cannot be determined, then Bondholder, in its sole discretion, will designate a comparable
substitute index and provide notice to the City of such substitute index. Thereafter, such
alternate index shall be deemed to be and shall become LIBOR as that term is used herein.
SECTION 3.03. DETERMINATION OF TAXABILITY. In the event of a

Determination of Taxability, the Interest Rate on the Series 2019 Bond shall be
immediately increased to the Taxable Rate; provided, however, such Taxable Rate shall
never exceed the maximum rate allowable by law. The Bondholder shall provide the City
with sufficient evidence supporting any such increase. Immediately upon a Determination
of Taxability, the City agrees to pay to the Bondholder, the Additional Amount.
"Additional Amount" means (i) the difference between (A) interest on the Series 2019
Bond for the period commencing on the date on which the interest on the Series 2019 Bond
(or portion thereof) is deemed to have lost its tax-exempt status and ending on the effective
date of the adjustment of the Interest Rate to the Taxable Rate (the "Taxable Period") at a
rate per annum equal to the Taxable Rate and (B) the aggregate amount of interest paid on
the Series 2019 Bond during the Taxable Period at the Interest Rate applicable to the Series
2019 Bond prior to the adjustment to the Taxable Rate, plus (ii) any additions to tax
penalties, fines, fees, costs and interest paid or payable by the Bondholder to the Internal
Revenue Service by reason of such Determination of Taxability. This adjustment shall
survive the payment of the Series 2019 Bond until such time as the applicable statute of
limitations precludes the occurrence of a Determination of Taxability.
12
ARTICLE IV
CONDITIONS FOR ISSUANCE OF THE SERIES 2019 BOND
SECTION 4.01. CONDITIONS FOR ISSUANCE. (a) In connection with the

issuance of the Series 2019 Bond, the Bondholder shall not be obligated to purchase the
Series 2019 Bond pursuant to this Agreement unless at or prior to the issuance thereof the
City delivers to the Bondholder the following items in form and substance acceptable to
the Bondholder:
(i) A fully executed Tax Certificate;
(ii) A copy of a completed and executed Form 803 8-G to be filed with the
Internal Revenue Service;
(iii) An opinion of Bond Counsel in form and substance to the effect that
(A) the Series 2019 Bond has been duly authorized by the City and is an enforceable
obligation in accordance with its terms (enforceability of it may be subject to
standard bankruptcy exceptions and the like), (B) the Series 2019 Bond is a general
obligation of the City, to which the full faith, credit and taxing power of the City is
pledged, and (C) interest on the Series 2019 Bond shall be excludable from gross
income for federal income tax purposes and will not be treated as a preference item
for purposes of computing the alternative minimum tax imposed by Section 55 of
the Code.
(iv) An opinion of counsel of the City Attorney in form and substance

acceptable to the Bondholder; and
(v) Such additional certificates, instruments and other documents as the

Bondholder, Bond Counsel, or the City Attorney may deem necessary or
appropriate.
(b) The City shall deposit an amount of the proceeds of the Series 2019 Bond
equal to $10,034,763.00 to the Project Fund to pay costs of the Project. The City shall
deposit an amount of the proceeds of the Series 2019 Bond equal to $123,437.00 to the
Sinking Fund to pay interest on the Series 2019 Bond on September 1, 2019. The
remaining proceeds of the Series 2019 Bond shall be applied to pay costs of issuing the
Series 2019 Bond, including, but not limited to, $5,000 to legal counsel for the Bondholder.
13
ARTICLE V
EVENTS OF DEFAULT; REMEDIES
SECTION 5.01. EVENTS OF DEFAULT. An "Event of Default" shall be

deemed to have occurred under this Agreement if:
(a) The City shall fail to make timely payment of principal or interest then due
with respect to the Series 2019 Bond;
(b) Any representation or warranty of the City contained in Article II of this

Agreement shall prove to be untrue in any material respect;
(c) Except as otherwise provided in Section 5.0l(d) below, any covenant of the
City contained in this Agreement shall be breached or violated for a period of thirty (30)
days after the City's notice of such breach or violation, unless the Bondholder shall agree
in writing, in its sole discretion, to an extension of such time prior to its expiration;
(d) The City fails to deposit the ad valorem taxes into the Sinking Fund in
accordance with Section 2.05 hereof and such failure is not cured within the earlier of
(i) thirty (30) days, or (ii) the next succeeding Interest Payment Date, unless the
Bondholder shall agree in writing, in its sole discretion, to an extension of such time prior
to its expiration; and
(e) There shall occur the dissolution or liquidation of the City, or the filing by
the City of a voluntary petition in bankruptcy, or the Council by the City of any act of
bankruptcy, or adjudication of the City as a bankrupt, or assignment by the City for the
benefit of its creditors, or appointment of a receiver for the City, or the entry by the City
into an agreement of composition with its creditors, or the approval by a court of competent
jurisdiction of a petition applicable to the City in any proceeding for its reorganization
instituted under the provisions of the Federal Bankruptcy Act, as amended, or under any
similar act in any jurisdiction which may now be in effect or hereafter amended.
SECTION 5.02. REMEDIES. If any Event of Default shall have occurred and
be continuing, the Bondholder or any trustee or receiver acting for the Bondholder may
either at law or in equity, by suit, action, mandamus or other proceedings in any court of
competent jurisdiction, protect and enforce any and all rights under the Laws of the State
of Florida, or granted and contained in this Agreement, and may enforce and compel the
performance of all duties required by this Agreement or by any applicable statutes to be
performed by the City or by any officer thereof, including, but not limited to, specific
performance. No remedy herein conferred upon or reserved to the Bondholder is intended
to be exclusive of any other remedy or remedies, and each and every such remedy shall be
cumulative, and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute.
14
After the occurrence of an Event of Default, notwithstanding any other terms hereof,
the Series 2019 Bond shall bear interest at the Default Rate until such Event of Default is
cured. The City shall promptly notify the Bondholder of the occurrence of any Event of
Default. In addition, in the event any payment due hereunder is not paid within 15 days of
the applicable scheduled payment date, a late payment fee equal to 4% of the amount that
is overdue shall be immediately due and payable.
15
ARTICLE VI
MISCELLANEOUS
SECTION 6.01. AMENDMENTS, CHANGES OR MODIFICATIONS TO

THE AGREEMENT. This Agreement shall not be amended, changed or modified
without the prior written consent of the Bondholder and the City.
SECTION 6.02. COUNTERPARTS. This Agreement may be executed in any

number of counterparts, each of which, when so executed and delivered, shall be an
original; but such counterparts shall together constitute but one and the same Agreement,
and, in making proof of this Agreement, it shall not be necessary to produce or account for
more than one such counterpart.
SECTION 6.03. SEVERABILITY. If any clause, provision or section of this

Agreement shall be held illegal or invalid by any court, the invalidity of such provisions or
sections shall not affect any other provisions or sections hereof, and this Agreement shall
be construed and enforced to the end that the transactions contemplated hereby be effected
and the obligations contemplated hereby be enforced, as if such illegal or invalid clause,
provision or section had not been contained herein.
SECTION 6.04. TERM OF AGREEMENT. This Agreement shall be in full

force and effect from the date hereof and shall continue in effect as long as the Series 2019
Bond is outstanding.
SECTION 6.05. NOTICE OF CHANGES IN FACT. Promptly after the City

becomes aware of the same, the City will notify the Bondholder of (a) any change in any
material fact or circumstance represented or warranted by the City in this Agreement or in
connection with the issuance of the Series 2019 Bond, and (b) any default or event which,
with notice or lapse of time or both, could become a default under the Agreement,
specifying in each case the nature thereof and what action the City has taken, is taking
and/or proposed to take with respect thereto.
SECTION 6.06. NOTICES. Any notices or other communications required or

permitted hereunder shall be sufficiently given if delivered personally or sent registered or
certified mail, postage prepaid, to City of Cape Coral, Florida, City Hall, 1015 Cultural
Park Boulevard, Cape Coral, FL 33990, Attention: City Manager (with a copy to the
Financial Services Director), and to the Bondholder, Bank of America, N.A., 9128 Strada
Place, Suite 10110, Naples, FL 34103, Attention: Holly Kuhlman, Senior Vice President,
or at such other address as shall be furnished in writing by any such party to the other, and
shall be deemed to have been given as of the date so delivered or deposited in the United
States mail.
16
SECTION 6.07. NO THIRD-PARTY BENEFICIARIES. This Agreement is
for the benefit of the City and the Bondholder and their respective successors and assigns,
and there shall be no third-party beneficiary with respect thereto.
SECTION 6.08. WAIVER OF JURY TRIAL. To the extent permitted by

applicable law, the City knowingly, voluntarily and intentionally waives any right it may
have to a trial by jury in respect of any litigation based on, or arising out of, under or in
connection with this Agreement, the Series 2019 Bond or any agreement contemplated to
be executed in connection therewith, or any course of conduct, course of dealing,
statements (whether verbal or written) or actions of the City or the Bondholder.
SECTION 6.09. APPLICABLE LAW; VENUE; ATTORNEY'S FEES.

The substantive laws of the State of Florida shall govern this Agreement, the Series 2019
Bond or any agreement contemplated to be executed in connection with this Agreement.
The Issuer submits to the jurisdiction of Florida courts and federal courts and agrees that
venue for any suit concerning this Agreement shall be in Lee County, Florida and the
Middle District of Florida. In the event of any litigation arising out of this Agreement or
the Series 2019 Bond, including any appeal, the prevailing party shall be entitled to recover
its documented attorney's fees.
SECTION 6.10 ASSIGNMENT; PARTICIPATIONS. (a) The City shall not

assign any of its rights or interest in this Agreement or the Series 2019 Bond without the
prior written consent of the Bondholder.
(b) The Bondholder may sell, transfer or assign the Series 2019 Bond in whole
only to an entity that: (i) is an affiliate of the Bondholder; (B) is a trust or other custodial
arrangement established by the Bondholder or one of its affiliates, the owners of any
beneficial interest in which are limited to "qualified institutional buyers" (as described
under Rule 144A promulgated under the Securities Act of 1933, as amended) or "accredited
investors" (as described under Regulation D promulgated under the Securities Act of 1933,
as amended); (C) is a secured party, custodian or other entity in connection with a pledge
by the Bondholder to secure public deposits or other obligations of the Bondholder or one
of its affiliates to state or local governmental entities; or (D) the Bondholder reasonably
believes to be a "qualified institutional buyer" (as described under Rule 144A promulgated
under the Securities Act of 1933, as amended) or "accredited investor" (as described under
Regulation D promulgated under the Securities Act of 1933, as amended). The Bondholder
shall notify the City of any sale, transfer or assignment of the Series 2019 Bond.
Notwithstanding the foregoing, the Bondholder may sell participations in the Series
2019 Bond to any number of participants as long as the Bondholder complies with all
applicable securities laws.
17
SECTION 6.ll. INCORPORATION BY REFERENCE. All of the terms
and obligations of the Resolution are hereby incorporated herein by reference as if said
Resolution was fully set forth in this Agreement and the Series 2019 Bond.
By: _ _ _ _ _ _ _ _ _ _ _ _ _ _ __
Senior Vice President
SECTION 6.11. INCORPORATION BY REFERENCE. All of the terms
and obligations of the Resolution are hereby incorporated herein by reference as if said
Resolution was fully set forth in this Agreement and the Series 2019 Bond.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be

duly executed as of the date first set forth herein.

(SEAL)
By:_ _ __ _ _ _ _ __ _ __ _ _
Mayor
ATTEST:
By:_ __ _ _ __ _ _ _ __
Interim City Clerk
• eb::-
18
EXHIBIT A
$10,200,000.00
UNITED STATES OF AMERICA

STATE OF FLORIDA
GENERAL OBLIGATION BOND (BANK OF AMERICA)
SERIES 2019
Interest Date of Final

Rate Issuance Maturity Date
2.74% March 22, 2019 March 1, 2034
KNOW ALL MEN BY THESE PRESENTS, that City of Cape Coral, Florida (the
"City"), for value received, hereby promises to pay to the order of Bank of America, N.A.,
or its successors or assigns (the "Bondholder"), the principal sum of TEN MILLION TWO
HUNDRED THOUSAND AND 00/100 DOLLARS ($10,200,000.00) pursuant to that
certain Loan Agreement by and between the Bondholder and the City, dated as of March
22, 2019 (the "Agreement"), and to pay interest on the outstanding principal amount hereof
from the Date of Issuance set forth above, or from the most recent date to which interest
has been paid, at the Interest Rate per annum (calculated on the basis of twelve 30-day
calendar months and a 360 day year) identified above (subject to adjustment as provided
in the Agreement) on September 1 and March 1 of each year (each an "Interest Payment
Date"), commencing on September 1, 2019, so long as any amount under this Bond remains
outstanding. Principal of this Bond shall be payable on March 1 of each year, commencing
on March 1, 2020, through and including the Maturity Date identified above. The principal
payment schedule for this Bond is set forth on Appendix I attached hereto. The principal
and interest on this Bond is payable in any coin or currency of the United States of America
which, at the time of payment, is legal tender for the payment of public and private debts.
If any payment date is not a Business Day (as defined in the Agreement), the corresponding
payment shall be due on the next succeeding Business Day provided that interest shall
continue to accrue on principal until actually paid to the Bank and any additional interest
shall be paid on the actual payment date.
This Bond is issued under the authority of and in full compliance with the Florida
Constitution, Chapter 166, Florida Statutes, the Charter of the City, the Referendum
Ordinance (as defined in the Agreement), the Ordinance (as defined in the Agreement) and
other applicable provisions of law, and pursuant to Resolution 54-19 duly adopted by the
City Council on March 18, 2019 (the "Resolution"), as such Resolution may be amended
and supplemented from time to time, and is subject to all terms and conditions of the
A-1
Resolution and the Agreement. Any capitalized term used in this Bond and not otherwise
defined shall have the meaning ascribed to such term in the Agreement. This Bond is being
issued to finance costs of various capital improvements generally described in the
Referendum Ordinance and the Agreement.
In accordance with the terms of the Agreement, the City has pledged its full faith,
credit and taxing power for the full and prompt payment of the principal of and interest on
the Series 2019 Bond. A direct annual tax shall be levied without limit upon all taxable
property within the City to make such payments and provision shall be included and made
in the annual budget and tax levy for the levy of such taxes. Any such tax shall be levied
and collected at the same time, and in the same manner, as other ad valorem taxes of the
City are assessed, levied and collected.
This Bond shall bear interest at the Interest Rate identified above calculated on the
basis of twelve 30-day calendar months and a 360 day year. Such Interest Rate is subject
to adjustment as provided in Section 3.03 and Section 5.02 of the Agreement. The
Bondholder shall provide to the City upon request such documentation to evidence the
amount of interest due with respect to the Series 2019 Bond upon any such adjustment.
Notwithstanding any provision in this Bond to the contrary, in no event shall the
interest contracted for, charged or received in connection with this Bond (including any
other costs or considerations that constitute interest under the laws of the State of Florida
which are contracted for, charged or received) exceed the maximum rate of interest allowed
under the State of Florida as presently in effect.
All payments made by the City hereon shall apply first to fees, costs, late charges
and accrued interest, and then to the principal amount then due on this Bond.
This Bond may be prepaid at any time prior to the Maturity Date, at the option of
the City, from any moneys legally available therefor, upon notice as provided herein, in
whole or in part at any time or from time to time, by paying to the Bondholder all or a part
of the principal amount of this Bond to be prepaid, together with the unpaid interest accrued
on the amount of principal so prepaid to the date of such prepayment, plus the applicable
Prepayment Fee, all in accordance with the Agreement.
This Bond shall be and have all the qualities and incidents of a negotiable instrument
under the commercial laws and the Uniform Commercial Code of the State of Florida,
subject to any provisions for registration and transfer contained in the Agreement. So long
as any of this Bond shall remain outstanding, the City shall maintain and keep books for
the registration and transfer of this Bond.
IN WITNESS WHEREOF, the City caused this Bond to be signed by the manual
signature of the Mayor and the seal of the City to be affixed hereto or imprinted or
A-2
reproduced hereon, and attested by the manual signature of the City Clerk, and this Bond
to be dated the Date of Issuance set forth above.
(SEAL)
By: _ _ _ _ _ _ _ _ _ _ _ _ _ __
Mayor
ATTEST:
By: _ _ _ _ _ _ _ _ _ _ __
City Clerk
A-3
Appendix I
Principal Payment Schedule for the

Date Princi12al
3/01/20 $530,000
3/01/21 575,000
3/01/22 590,000
3/01/23 610,000
3/01/24 625,000
3/01/25 640,000
3/01/26 660,000
3/01/27 680,000
3/01/28 695,000
3/01/29 715,000
3/01/30 735,000
3/01/31 755,000
3/01/32 775,000
3/01/33 795,000
3/01/34 820,000
A-I-1
CITY OF CAPE CORAL
REQUEST FOR PROPOSALS
$10,200,000 Non-Bank Qualified
Tax-Exempt General Obligation Bank Loan
RFP-FIN19-42/KS
The City of Cape Coral

Financial Services Department
PO Box 150027
Cape Coral, FL 33915-0027
239-574-0831
REQUEST FOR PROPOSALS DUE IN PROCUREMENT BY: 3:30pm, (Eastern Time) on February 8, 2019
Cape Coral City Hall, 1015 Cultural Park Blvd., Second Floor, Cape Coral, Florida 33990.
NO QUESTIONS WILL BE ACCEPTED AFTER: 4:00 pm, (Eastern Time) on January 29, 2019, all
questions must be submitted in writing to [email protected] and received by stated time.
ENVELOPES MUST BE MARKED WITH THE TITLE OF THE BID

WITH THE NAME AND ADDRESS OF BIDDER.
COURIER PACKAGES (FEDEX, UPS, ETC.) MUST BE MARKED WITH THE TITLE OF THE BID WITH
THE NAME AND ADDRESS OF BIDDER ON THE OUTER PACKAGING. IF THE INFORMATION IS
NOT ON OUTER PACKAGING, THE BID/RFP MAY BE RETURNED TO THE VENDOR WITHOUT
BEING OPENED OR CONSIDERED FOR THE PROJECT.
Tax-Exempt Bank Loan RFP-FIN19-42/KS
TABLE OF CONTENTS
TITLE PAGE NUMBER
Title Page 1
Table of Contents 2
Legal Notice 3
Part I: Scope and Specifications 4
Part II: Proposal Requirements 6
Part III: Terms and Conditions 7
FORMS:
Proposer’s Certification 12
Corporate Resolution 13
Protest Procedures 14
EXHIBITS:
EXHIBIT A Unaudited CAFR Draft 12-27-2018
EXHIBIT B Timetable for the Series 2019 General Obligation Bond
2
CITY OF CAPE CORAL

REQUEST FOR PROPOSALS
LEGAL NOTICE
The City of Cape Coral, Florida is seeking proposals from qualified financial institutions for a $10,200,000
non-bank qualified tax-exempt fixed rate general obligation bank loan to fund parks, recreational facilities,
and other improvements. A copy of the City's Request for Proposals (RFP) may be obtained from the
City of Cape Coral Procurement Division, 1015 Cultural Park Blvd., Second Floor, Cape Coral, Florida
33990; online at www.demandstar.com or by mail request 239-574-0831 (recipient’s account required for
overnight mail).
One (1) original, two (2) copies, and one readable/reproducible disc (CD) or thumbdrive completely
duplicating the hard copy of the proposal must be returned in a sealed envelope to the attention of the
Procurement Division, no later than 3:30 p.m., on February 8, 2019, either in person or by mail to the
address listed below.
MAILING ADDRESS: PHYSICAL ADDRESS:
City of Cape Coral Procurement Division

Procurement Division Cape Coral City Hall
PO Box 150027 1015 Cultural Park Blvd. 2nd
Cape Coral FL 33915-0027 Cape Coral FL 33990
Proposals shall not be presented at any other location. Proposals presented after the time and date
indicated above shall be refused. The time indicated on the date stamp machine located in the
Procurement Division is considered the official time. Procurement is not responsible for late mail or
overnight deliveries.
SEALED ENVELOPES MUST BE MARKED:
Tax Exempt General Obligation Bank Loan

RFP-FIN19-42/KS
Name and Address of Proposer
(IF COURIER SERVICE IS USED, PLEASE INCLUDE THE ABOVE INFO ON BOX/BAG)
Any questions concerning this request shall be addressed to the City of Cape Coral Procurement Division
at (239) 574-0845.
The City reserves the right to reject any or all proposals, award in whole or in part and to waive
any irregularities or informalities when in the best interest of the citizens of the City of Cape
Coral.
By Order of the City Manager
Kimberly Bruns, Interim City Clerk
Advertise: January 23, 2019
3
PART I: SCOPE OF SERVICES
The City of Cape Coral is seeking proposals from qualified financial institutions for a non-bank qualified,
tax-exempt fixed rate general obligation bank loan in the amount of $10,200,000 to fund parks,
recreational facilities, and other improvements, capitalized interest, and costs of issuance (the “Series
2019 GO Bond” or the “Bond”).
A total amount of not to exceed $60,000,000 aggregate principal amount of general obligation bonds (the
“General Obligation Bonds”) was approved by the majority of the voters of the City at the bond
referendum election held on November 6, 2018. The General Obligation Bonds, which may be issued in
one or more series, were authorized for a final maturity not exceeding 15 years from issuance. The
General Obligation Bonds are anticipated to fund a portion of the City’s 2016 Parks Master Plan. The
projects anticipated to be funded by the General Obligation Bonds include 7 new neighborhood parks, 3
new community parks, improvements to at least 19 existing parks and a new environmental park. These
projects are summarized below.
Projects Anticipated to Be Funded from General Obligation Bonds
Project T Master Plan TLand AcquisitionTDesign and Permitting Construction Improve Exisiting T Subtotal l
Neighborhood Parks
Sands Park $ 424,087 $ - $ 424,087 $ 2,827,250 $ - $ 3,675,424
Tropicana Park 337,936 - 337,936 2,252,906 - 2,928,778
Cultural Park 520,770 - 520,770 3,471,800 - 4,513,340
Lake Meade 613,487 1,500,000 613,487 2,862,941 - 5,589,915
Gator Circle 296,821 - 296,821 1,978,804 - 2,572,446
Oasis Woods 279,978 - 279,978 1,866,523 - 2,426,479
Crystal Park 367,586 - 367,586 2,450,576 - 3,185,748
subtotal 2,840,665 1,500,000 2,840,665 17,710,800 - 24,892,130
Community Parks
Yacht Club - - - 10,980,027 - 10,980,027
Festival Park 150,000 1,500,000 800,000 3,432,500 - 5,882,500
Lake Kennedy - - - 4,994,499 - 4,994,499
subtotal 150,000 1,500,000 800,000 19,407,026 - 21,857,026
Existing Parks
Northwest Softball Complex - - - - 550,000 550,000
Horton - - - - 262,000 262,000
Guifrida - - - - 470,000 470,000
Del Prado Linear Park - - - - 500,000 500,000
Pelican - - - - 500,000 500,000
Sunsplash - - - - 500,000 500,000
Basin 4 Freshwater Boat Ramp - - - - 500,000 500,000
Basin 3 Freshwater Boat Ramp - - - - 500,000 500,000
Playground Shade Structures - - - - 510,000 510,000
Koza Saldino - - - - 300,000 300,000
Storm Football - - - - 235,000 235,000
Verdow - - - - 260,000 260,000
Pelican Soccer - - - - 100,000 100,000
Burton - - - - 185,000 185,000
BMX - - - - 185,000 185,000
Parks WiFi installation
subtotal
-
-
-
-
. -
-
. -
-
200,000
5,757,000
200,000
5,757,000
Environmental Parks
Yellow Fever Creek - - 400,000 3,500,000 - 3,900,000
subtotal - - 400,000 3,500,000 - 3,900,000
Future Parks
Multi Sports - 1,900,000 - - - 1,900,000
subtotal - 1,900,000 - - - 1,900,000
Phase sub-totals $ 1 2,990,665 $ 1 4,900,000 $ 1 4,040,665 $ 40,617,826 $ 5,757,000 $ 1 58,306,156 l

The $10,200,000 Series 2019 GO Bond is anticipated to fund a portion of the improvements authorized
by the General Obligation Bond referendum, including improvements to existing parks and land
acquisition. Following is the estimated construction draw schedule for the projects anticipated to be
funded by the General Obligation Bonds.
4
Estimated Construction Draw Schedule
f f
Estimated
Month Construction Draw
Feb-19
f
Bond
Issuance
40,940.18 10,000,000.00
f Cash Balance
9,959,059.82
l
f
Oct-21
f
Estimated
Month Construction Draw
Bond
Issuance
719,394.33 33,310,000.00
+
f Cash Balance
33,011,726.56
Mar-19 180,195.49 9,778,864.33 Nov-21 239,271.66 32,772,454.90
+
Apr-19 191,347.66 9,587,516.67 Dec-21 5,508,673.45 27,263,781.45
May-19 131,772.33 9,455,744.34 Jan-22 496,556.48 26,767,224.97
Jun-19 60,136.02 9,395,608.32 Feb-22 2,956.93 26,764,268.04
+
Jul-19 37,717.17 9,357,891.15 Mar-22 476,065.46 26,288,202.58
+
Apr-22 1,153,202.05 25,135,000.53
Aug-19 107,901.82 9,249,989.33 +
May-22 269,028.69 24,865,971.84
Sep-19 143,260.83 9,106,728.50
Jun-22 3,830,371.39 21,035,600.45
Oct-19 149,285.25 8,957,443.25
Jul-22 4,566,290.04 16,469,310.41
Nov-19 214,071.26 8,743,371.99 +
Aug-22 1,473,691.45 14,995,618.96
Dec-19 725,872.37 8,017,499.62 +
Sep-22 2,286,561.00 12,709,057.96
Jan-20 1,437,221.37 6,580,278.25 Oct-22 2,210,342.30 10,498,715.66
Feb-20 2,226,214.18 4,354,064.07 Nov-22 1,214,417.95 9,284,297.71
Mar-20 2,781,678.88 1,572,385.19 Dec-22 335,362.28 8,948,935.43
Apr-20 1,522,037.25 50,347.94 Jan-23 50,812.47
+
8,898,122.96
+
May-20 1,212,976.23 15,000,000.00 13,837,371.71 Feb-23 35,936.41 8,862,186.55
Jun-20 628,107.87 13,209,263.84 Mar-23 5,480,301.76 3,381,884.79
Jul-20 440,039.72 12,769,224.12 Apr-23 1,671,042.83 1,710,841.96
+
Aug-20 102,280.65 12,666,943.47 May-23 1,706,997.96 3,844.00
Sep-20 286,105.50 12,380,837.97 I 58,306,156.00 58,310,000.00 I
Oct-20 218,444.30 12,162,393.67
Nov-20 454,587.72 11,707,805.95
Dec-20 336,247.86 11,371,558.09
Jan-21 388,237.38 10,983,320.71
Feb-21 43,838.73 10,939,481.98
Mar-21 243,124.05 10,696,357.93
Apr-21 214,305.96 10,482,051.97
May-21 21,083.27 10,460,968.70
Jun-21 225,972.62 10,234,996.08
Jul-21 3,609,280.93 6,625,715.15
Aug-21 3,499,040.85 3,126,674.30
Sep-21 2,705,553.41 421,120.89
The Series 2019 GO Bond will be secured by ad valorem taxes and will be a general obligation of the City
secured by the City’s full faith and credit and taxing power, and the City will be obligated to levy ad
valorem taxes without limit on all taxable property within the City in amounts sufficient to pay debt service
for the Bond. The debt service for the Series 2019 GO Bond will begin to be levied on the November
2019 tax roll.
The City’s Bond Counsel, Nabors, Giblin & Nickerson, P.A., will provide the tax-exemption opinion,
authorizing Ordinance, Resolution, Loan Agreement, Division of Bond Finance Form, Tax Certificate, IRS
Form 8038 and all other financing documents.
The following documents are attached to assist you in your analysis:
 Draft Unaudited FYE 2018 CAFR

 Timetable for the Series 2019 GO Bond
The Referendum Ordinance authorizing the referendum for the General Obligation Bonds is located on
the City’s website at the following link:
https://capecoral.novusagenda.com/AgendaPublic/CoverSheet.aspx?ItemID=10350&MeetingID=911
5
The first reading of the Bond Ordinance heard on December 10, 2018 which authorizes the issuance of
not to exceed $60,000,000 in aggregate principal amount of General Obligation Bonds is located on the
City’s website at the following link:
https://capecoral.novusagenda.com/AgendaPublic/CoverSheet.aspx?ItemID=11712&MeetingID=973
The City’s FYE 2017 CAFR is located on the City’s website under the following link:
https://www.capecoral.net/department/financial_services/CAFRAccept.php#.XDZDqOSouUk
The City’s Budget (which includes the City’s 5-year Asset Improvements Program) is located on the City’s
website under the following link:
http://www.capecoral.net/department/financial_services/office_of_management_and_budget.php#.WlOhq
FUrJpg
The City’s FYE 2017 Annual Debt and Credit Report is located on the City’s website under the following
link:
https://www.capecoral.net/document_center/Finance/FYE2017%20Annual%20Report.pdf
P ART I I. P RO PO S AL RE Q U IR EM ENT S
1. Provide an interest rate for the tax-exempt Series 2019 GO Bond in the amount of $10,200,000
based on the following principal amortization. The Bond will pay semi-annual interest and annual
principal payments, with the first interest payment on 9/1/19 funded by capitalized interest and the
first principal payment on 3/1/20. If your tax-exempt interest rate is based on a percentage of an
index, please state what the index is and the resulting City interest rate. Please indicate any
prepayment provisions.
Maturity
Date Principal
03/01/2020 $ 500,000
03/01/2021 550,000
03/01/2022 570,000
03/01/2023 585,000
03/01/2024 610,000
03/01/2025 630,000
03/01/2026 650,000
03/01/2027 675,000
03/01/2028 700,000
03/01/2029 720,000
03/01/2030 745,000
03/01/2031 775,000
03/01/2032 800,000
03/01/2033 830,000
03/01/2034 860,000
$ 10,200,000
6
2. The City’s Bond Counsel, Nabors Giblin Nickerson, will prepare all financing documents. Please
provide a Bank Counsel fee, if any, and any other fees and/or expenses. The City will be responsible
for its own costs of issuance.
3. Affirmative Action. Provide a statement of the proposer’s equal opportunity policies and practices.
4. Business Ethics. Please disclose any circumstance where the conduct of the proposer is being
investigated or litigated by any legal or administrative body.
The City will review the proposals received and will select the financial institution that can best meet
its goals. The City reserves the right to reject any and/or all proposals or to waive any irregularity.
The bidder shall conduct its own investigation to the extent it deems satisfactory or sufficient into
matters relating to business affairs or conditions (either financial or otherwise) of the City in
connection with the Bond. A successful bidder shall also be required to certify that it is not acting as
a broker or other intermediary and is making the Bond as an investment for its own account and not
with a present view to a resale or other distribution to the public. Additionally, a successful bidder will
be required to provide a truth-in-bonding and disclosure statement pursuant to Section 218.385,
Florida Statutes, as amended.
PART III: TERMS AND CONDITIONS
1. Rules, Regulations, Laws, Ordinances, & Licenses
The awarded firm shall observe and obey all laws, ordinances, rules, and regulations of the federal,
state, and local municipality, which may be applicable to the service being provided. The awarded
firm shall have or be responsible for obtaining all necessary permits or licenses required in order to
provide this service. NO EMPLOYEE OR FAMILY MEMBER OF A CITY EMPLOYEE MAY DO
BUSINESS WITH THE CITY WHEN COMPETITIVE BIDDING HAS NOT BEEN THE SOLE
DETERMINING AWARD CRITERIA (ref: Ordinance 68-07 Sec. 2–151, revised 7/23/07).
2. Lobbying
All firms and their agents who intend to submit, or who have submitted, bids or responses for this
project are hereby placed on formal notice that neither City Council Members, candidates for City
Council, members of the Selection Advisory Committee (SAC), nor any employee of the City of Cape
Coral are to be lobbied either individually or collectively concerning this project.
Contact should only be made through regularly scheduled Council meetings, SAC meetings
scheduled for interviews and/or negotiations, or meetings scheduled through the Purchasing Division,
which are for the purposes of obtaining additional, or clarifying information.
Any action, to include dinner or lunch invitations, by a submitting firm that may be interpreted as being
within the purview of this requirement shall result in an immediate disqualification from further
consideration in this project.
3. Reserves the Right
The City may award one or more contract(s) for services as a result of this Request for Proposal. The
City, however, reserves the right to reject any and all submitted proposals and to limit the scope of
the award.
The City reserves the right to request additional information from firms as deemed necessary. Notice
is also given of the possibility that an award may be made without discussion or after limited
negotiations. It is, therefore, important that all proposals are complete in all respects.
The City reserves the right to negotiate modifications to proposals that it deems acceptable, reject
any and all proposals in its sole discretion, and to waive minor irregularities in the procedures.
7
The City reserves the right to negotiate with any and all proposers and to request “Best and Final”
offer.
The City reserves the right to negotiate additional services.
4. Ownership of Preliminary and Final Records
All preliminary and final documentation and records shall become and remain the sole property of the
City. The awarded firm shall maintain original documents thereof for its records and for its future
professional endeavors and provide reproducible copies to the City. In the event of termination of the
agreement the Proposer shall cease work and deliver to the City all documents (including reports and
all other data and material prepared or obtained by the awarded firm in connection with the project),
including all documents bearing the professional seal of the firm. The City shall, upon delivery of the
aforesaid documents, pay the firm and the firm shall accept as full payment for its services there
under, a sum of money equal to the percentage of the work done by the firm and accepted as
satisfactory to the City.
5. Electronic Media
The City may require that machine readable information and data be provided by the Proposer. The
Proposer shall not be liable for claims or losses arising out of, or connected with, modification by the
City, or anyone authorized by the City, decline of accuracy or readability of data due to storage or
obsolescence of equipment or software, any use by the City or anyone authorized by the City, of such
data for additions to projects except as authorized in writing by the Proposer.
6. Indemnification
To the extent permitted by law (F.S. 768.28) the proposer shall indemnify and hold harmless the City,
its officers and employees, from liabilities, damages, losses and costs, including but not limited to,
reasonable attorney’s fees, to the extent caused by the negligence, recklessness, or intentional
wrongful misconduct of the proposer and any persons employed or utilized by Proposer in the
performance of this contract.
7. Opening of Proposals
Proposals will be opened and evaluated after the final date and time set for receipt. The City may
request Proposer(s) considered for award to submit additional data.
8. Rejection of Proposals
The City reserves the right to reject any and all proposals. It also reserves the right to waive any
formalities in connection with proposals.
9. Acceptance of Proposal
Within ninety (90) days after the final submission date for proposals, the City will act upon them. The
successful Firm will be requested to enter into negotiations to produce a contract for the project. The
City reserves the right to terminate negotiations in the event it deems progress toward a contract to
be insufficient.
10. Applicable Law
All applicable laws and regulations of the State of Florida and ordinances and regulations of the City
of Cape Coral will apply to any resulting agreement and venue for any action arising out of any
agreement shall lie solely in Lee County.
8
11. Qualification of Proposer
Proposals will be considered from firms normally engaged in providing the service requested. The
Proposer must demonstrate adequate experience, organization, facilities, equipment and personnel
to ensure prompt and efficient service to the City of Cape Coral.
The City reserves the right, before recommending any award, to inspect the facilities and organization
or to take any other action necessary to determine ability to perform in accordance with the
specifications, terms and conditions. The City of Cape Coral will determine whether the evidence of
ability to perform is satisfactory and reserves the right to reject proposals where evidence submitted,
or investigation and evaluation, indicates inability of a firm to perform.
12. Deviations from Specifications
The awarded Firm shall clearly indicate, as applicable, all areas in which the services proposed do
not fully comply with the requirements of this Request for Proposal. The decision as to whether an
item fully complies with the stated requirements rests solely with the City of Cape Coral.
13. Precedence of Conditions
The Proposer, by virtue of submitting a proposal, agrees that City General Provisions and Terms and
Conditions herein will take precedence over any terms and conditions submitted with the proposal,
either appearing separately or included.
14. Proposal Withdrawal
After proposals are opened, corrections or modifications to proposals are not permitted, but the
Proposer may be permitted to withdraw an erroneous proposal prior to the proposal award by City
Council, if the following is established:
A. That the Proposer acted in good faith in submitting the proposal;

B. That in preparing the proposal there was an error of such magnitude that enforcement of the
proposal would create severe hardship upon the firm;
C. That the error was not the result of gross negligence or willful inattention on the part of the firm;
D. That the error was discovered and communicated to the City within twenty-four (24) hours of
proposal opening, along with a request for permission to withdraw the proposal; or
E. The firm submits documentation and an explanation of how the proposal error was made.
15. Record Keeping
The awarded Bidder shall maintain auditable records concerning the procurement adequate to
account for all receipts and expenditures, and to document compliance with the specifications. These
records shall be kept in accordance with generally accepted accounting principles, and the City of
Cape Coral reserves the right to determine the record-keeping method in the event of non-
conformity.
16. Public Records

Pursuant to Florida Statute §287.058 (1) (c), this contract may be unilaterally cancelled by the City if
the Contractor, refuses to allow public access to all documents, papers, letters, or other material
made or received by the Contractor in conjunction with this contract, unless the records are exempt
from disclosure.
17. Vendor Registration
In accordance with Article VII Division 1 Section 2-148 of the City of Cape Coral Ordinance, passed
7-23-07, prior to proposal award, Proposer must complete the vendor registration process.
Application forms may be obtained by contacting the Procurement Division at (239) 574-0831 or on
the City of Cape Coral website at www.capecoral.net Once on the website, under “I WANT TO,” click
9
on “Register” then “City Vendor.” That will take you to the “Vendor Registration” page from where you
may print out the Vendor Registration Form or register online.
18. Unauthorized Aliens
The employment of unauthorized aliens by any Contractor is considered a violation of Section

274A(e) of the Immigration and Nationality Act. If the Contractor knowingly employs unauthorized
aliens, such violation shall be cause for unilateral cancellation of any contract resulting from this RFP.
This applies to any sub-contractors used by the Contractor as well.
19. Waiver
Failure of the City to take any action with respect to any breach of any term, covenant, provision or
condition contained in the agreement, or any instance of default thereunder by the awarded firm
should not be deemed to be a waiver of any default or breach by the City.
20. Attorney’s Fees
Should it become necessary for the City to bring any action against the awarded firm to enforce any
of the covenants, provisions, terms or conditions of the agreement, the awarded firm will pay all costs
attendant thereto, including reasonable attorney’s fees to the attorney representing the City, and said
obligation shall apply to declamatory relief, if necessary, to interpret any of the items thereof.
21. Convicted Vendors
A person or affiliate placed on the convicted vendor list following a conviction for a public entity crime
is prohibited from doing any of the following for a period of 36 months from the date of being placed
on the convicted vendor list:
21.1 submitting a bid on a contract to provide any goods or services to a public entity;
21.2 submitting a bid on a contract with a public entity for the construction or repair of a public
building or public work;
21.3 submitting bids on leases of real property to a public entity;
21.4 being awarded or performing work as a contractor, supplier, subcontractor, or consultant
21.5 under a contract with any public entity; and
21.6 transacting business with any public entity in excess of the Category Two threshold
amount ($25,000) provided in section 287.017 of the Florida Statutes.
22. Discriminatory Vendors
An entity or affiliate placed on the discriminatory vendor list pursuant to section 287.134 of the Florida
Statutes may not:
22.1 submit a bid on a contract to provide any goods or services to a public entity;
22.2 submit a bid on a contract with a public entity for the construction or repair of a public
building or public work;
22.3 submit bids on leases of real property to a public entity;
22.4 be awarded or perform work as a contractor, supplier, sub-contractor, or consultant under
a contract with any public entity; or transact business with any public entity
23. Corporate Resolution
The corporate resolution form is utilized to provide names of individuals that are legally authorized to
execute agreements on behalf of the corporation, company, partnership, joint venture or entity. This
may include signing of bid documents, contracts, forms, and agreements. The corporate resolution
form includes the name of individuals, with their signatures and their official title with the entity
submitting a bid or proposal.
Proposers must provide either the corporate resolution form or the company’s official letterhead,
indicating the authority of the individuals who may sign and legally bind the company in proposals,
bids, contracts, and agreements. The authorized individuals name(s) should be shown on the
10
corporate resolution or letterhead with their typewritten name, their official title and actual signatures
shown beside their name. The document should be signed and dated by an authorized agent of the
company. The document should include the company’s official address and phone number. If the
primary qualifying agent is not the owner, an officer, a member, a joint venture managing partner,
etc., describe the relationship to the company and provide proof of such relationship and/or license
use agreement.
Read and submit the Corporate Resolution Form.
W rit t en R eq ue st f o r Ad di t io na l Inf o rm at io n o r Q ue st ion s
Questions and requests for clarification should be submitted in writing by 4:00 p.m. on January 29, 2019,
to Kim Swartz, Senior Buyer, City of Cape Coral, [email protected] and copied to Julie Santamaria,
Financial Advisor, RBC Capital Markets, [email protected]
The issuance of written addenda by the City is the only official method of clarification of information. No
addenda will be issued within five (5) business days prior to submission deadline, without extending the
deadline. It is the responsibility of each Proposer, prior to submitting the proposal, to contact the
Procurement Division to determine if addenda were issued and to acknowledge such addenda on the
Proposer’s Certification form.
Sub mit t a l In st r uct ion s
Proposers shall submit one (1) original, two (2) copies and one (1) readable/reproducible disc (CD)
completely duplicating the original proposal. Proposals must be in conformance with the detailed
submittal instructions and must be delivered by mail or courier personal delivery by the time and date
indicated in the legal notice. PROPOSALS NOT SUBMITTED BY THE DATE AND TIME SPECIFIED
WILL BE REFUSED. The time indicated by the time clock in the Procurement office is considered the
official time of receipt. No faxed or email proposals will be accepted.
Proposals are due by 3:30 pm on February 8, 2019
Proposals must be submitted in person or by mail to the following address:
In Person/Courier/Overnight: Cape Coral City Hall Building

1015 Cultural Park Blvd., 2nd Floor
Cape Coral, FL 33990
ATTN: PROCUREMENT MANAGER
By Mail: City of Cape Coral

PO Box 150027
Cape Coral, FL 33915-0027
ATTN: PROCUREMENT MANAGER
Upon submission, all documents become the property of the City of Cape Coral and are subject to public
records laws.
11
PROPOSER’S CERTIFICATION
I have carefully examined this Request for Proposal for Tax Exempt General Obligation Bank Loan RFP-
FIN19-42/KS, which includes scope, requirements for submission, general information and the evaluation
and award process.
I acknowledge receipt of the following addenda, and the cost, if any, of such revisions has been included in
the price of the proposal:
Addendum #________ Date:______ Addendum #________ Date:______

Addendum #________ Date:______ Addendum #________ Date:______
I hereby propose to provide the services requested in this proposal. I agree that the proposal will remain
firm for a period of up to one hundred twenty (90) days from the date qualifications are opened in order to
allow the City adequate time to evaluate the qualifications.
I agree that the City terms and conditions herein shall take precedence over any conflicting terms and
conditions submitted with the proposal and agree to abide by all conditions of this proposal.
I certify that all information contained in the proposal is truthful to the best of my knowledge and belief. I
further certify that I am duly authorized to submit this proposal on behalf of the proposer as its agent
and that the proposer is ready, willing and able to perform if awarded a lease.
I further certify, under oath, that this proposal or bid is genuine and not collusive or sham; that said
bidder has not colluded, conspired, connived or agreed, directly or indirectly, with any bidder or person, to
put in a sham bid or to refrain from bidding, and has not in any manner, directly or indirectly, sought by
agreement or collusion, or communication or conference, with any person, to fix the bid price of affiant or
of any other bidder, or to fix overhead, profit or cost element of said bid price, or of that of any other
bidder, or to secure any advantage against the City of Cape Coral of any person interested in the
proposed lease, or for an employee of the City of Cape Coral; and that all statements in said proposal
or bid are true. The undersigned executed this Proposer’s Certification with full knowledge and
understanding of the matters therein contained and was duly authorized to do so.
______________________________ ___________________________
NAME OF BUSINESS MAILING ADDRESS
______________________________ ____________________________
AUTHORIZED SIGNATURE CITY, STATE & ZIP CODE
______________________________ ____________________________
NAME, TITLE, TYPED TELEPHONE NUMBER/FAX NUMBER
____________________________
E-MAIL ADDRESS
State of _____________
County of ______________
This foregoing instrument was acknowledged before me this _____ day of ________________, 2019 by
_______________, who is personally known to me or produced __________________ as identification.
___________________________________________________Signature of Notary
12
CORPORATE RESOLUTION
I, _______________________________________________, Secretary of ___________

__________________________, a corporation organized and existing under the laws of the State of
_________________, hereby certify that at a meeting of the Board of Directors of the Corporation
duly called and held on ________________________, 20___, at which a quorum was present and
acting throughout, the following resolutions were adopted and are now in full force and effect:
RESOLVED that the following individuals of this corporation are authorized to execute on
behalf of this corporation a Bid and Agreement to City of Cape Coral, Florida for the construction of
the ____________________________________________________________________________.
(Project Name)
I further certify that the names of the officers of this corporation and any other persons
authorized to act under this resolution and their official signatures are as follows:
NAME OFFICIAL TITLE OFFICIAL SIGNATURE
, ,
, ,
, ,
, ,
Corporation address
________________________________________________________________________
Corporation phone number ____________________________________
IN WITNESS WHEREOF, I have hereunto subscribed my name as Secretary and affixed

the seal of the corporation this _____ day of _______________, 20__.
SECRETARY: DATE:
(Signature)
13
PROTEST PROCEDURES
1. Right to Protest. Any person or firm who is affected adversely by the CITY's decision or
intended decision may protest to the City Council.
2. Time Limits and Form of Protest. A protest with respect to an Invitation for Bid or Request
for Proposal shall be submitted in writing to the Procurement Manager prior to the opening of
bids or the closing date of proposals.
A written notice of intent to protest an intended bid award shall be filed with the City
Procurement Manager within five (5) business days (excluding Saturdays, Sundays, and Legal
Holidays) after the date of mailing of the notice of intent to award the contract.
A written notice of intent to protest the ranking of proposals submitted in response to a request
for proposals shall be filed with the Procurement Manger within five business days (excluding
Saturdays, Sundays and legal holidays) after the date of mailing of the notice of ranking by the
SAC or by the City Manager or designee. Only those persons or firms who have been
submitted a bid/proposal or who have been interviewed and ranked shall be permitted to file a
protest.
A formal written protest shall be filed within ten (10) calendar days after the filing of the initial
written notice of intent to protest and shall be delivered in a manner that requires a signature
by a representative of the City. The formal written protest shall state with particularity the facts
and law upon which the protest is based. Failure to file a notice of protest or failure to file a
formal written protest within the time limits prescribed herein shall constitute a waiver of the
right to protest. Upon the filing of a formal written protest the contractor or vendor shall post a
bond, payable to the City of Cape Coral, in an amount equal to five percent of the total bid or
estimated contract amount, or five thousand dollars ($5,000.00), whichever is less. The bond
shall be conditioned upon the payment of all costs which may be adjudged against the
protesting contractor or vendor in the event the protest is resolved adversely to the protester.
An Irrevocable Letter of Credit or other form of approved security, payable to the CITY, will be
accepted. Failure to submit a bond simultaneously with the formal written protest shall
invalidate the protest and the CITY may proceed to award the contract as if the protest had
never been filed.
3. Hearing. If the subject of a protest is not resolved by mutual agreement within seven (7)
calendar days after receipt of a formal written protest, the matter may, at the option of the City
Council, be referred to a hearing officer or administrative law judge who shall conduct a
hearing within 15 calendar days of receipt of the formal written protest. The hearing officer or
administrative law judge shall render a recommended order within 30 calendar days after the
hearing. The recommended order shall be scheduled on the next Council agenda for final
action. If Council so elects; the protest may be heard directly by the City Council.
4. Stay of Action. Upon receipt of a formal written protest which has been timely filed, the CITY
shall stop the bid solicitation, RFP process or the contract award process until the subject of
the protest is resolved either informally or by formal City Council action, unless the City
manager sets forth in writing particular facts and circumstances which require the continuance
of the bid solicitation or RFP process or the contract award process without delay in order to
avoid an immediate and serious danger to the public health, safety, or welfare.
5. Decision: Entitlement to Costs. If a protest is sustained and it is determined that the

protesting bidder or offeror should have been awarded the contract under the solicitation but is
not, then the protesting bidder or offeror shall be entitled to recover from the CITY the
reasonable costs incurred in connection with preparing its bid, but shall not be entitled to
recover lost profits or attorney’s fees. The decision shall be final and conclusive as to the
CITY unless an appeal is filed or an action is filed in court within ten days of the date of the
decision of Council.
14
FLORIDA
REQUEST FOR PROPOSAL

TAX EXEMPT GENERAL OBLIGATION BANK LOAN
RFP-FIN19-42/KS
ADDENDUM #1
January 31, 2019
To all Prospective Firms:
The following information is provided in response to questions asked or additional information requested.
PLEASE NOTE ACKNOWLEDGEMENT OF RECEIPT OF ADDENDA ON PROPOSERS CERTIFICATION

FORM WITH SUBMITTAL.
NO ADDITIONAL QUESTIONS WILL BE ACCEPTED AT THIS TIME.
ADDITIONAL INFORMATION REQUESTED AND GENERAL QUESTIONS:
Question 1: We are working on our bid package and wanted to confirm that the subject bonds will be subject
to the City's anti-dilution test which we have seen in previous transitions (below).
The City's anti-dilution test stipulates a minimum required debt service coverage ratio of 1.50x,
and a maximum annual debt service as a percentage of Governmental Revenues of no greater
than 20%.
Answer 1: Because the General Obligation Bonds will be secured by an unlimited levy of Ad Valorem Taxes
to pay debt service on the bonds, an anti-dilution test which is typically included in a bond issue
secured by a covenant to budget and appropriate from legally available Non-Ad Valorem
Revenues is not applicable. The repayment of the General Obligation Bonds will be secured by
and payable from the City's Ad Valorem Taxes and the City will be obligated to levy Ad Valorem
Taxes without limit on all taxable property within the City to pay the scheduled debt service for the
General Obligation Bonds. The General Obligation Bonds will constitute general obligations of
the City and will be secured by and payable from the City's full faith and credit and taxing power.
Question 2: Will flash drives be an acceptable media for the electronic copy (vs a CD) submitted to the City?
Answer 2: Yes, flash drives are acceptable (also called thumb drive or jump drive).
Question 3: Is an emailed copy of the bid response to be emailed to the Financial Advisor as well?
Answer 3: No faxed or email of proposals will be accepted. Proposal to be sent as directed in Request for
Proposal, one (1) original, two (2) copies and one readable I reproducible disc (CD) or thumb
drive completely duplicating the hard copy of the proposal must be returned in a sealed envelope
to the attention to the Procurement Division at the address on page three (3) of RFP.
RFP-FIN19-42/KS
ADDENDUM #1 - PAGE TWO
Question 4: After reviewing the recent RFP for $10.2MM we realized that your template for corporate
resolution is a bit different than what we have available. Please see the attached template and
advise if this will be acceptable.
Answer: 4: Please reference Page 10 of Request for Proposal, Item 23 second paragraph for an alternate
option to the form included in the RFP.
Question 5: Is the City expecting to issue additional debt in 2019?
Answer 5: The City does not currently plan to issue additional General Obligation Bonds in 2019. The City
may issue bonds to refund its Gas Tax Revenue Build America Bonds for debt service savings
and may seek a line of credit for utility special assessment expansion capital projects to provide
interim financing to be repaid from SRF funds. The Series 2019 GO Bond will be non-bank
qualified.
Question 6: Please confirm if the City prefers a fixed interest rate or variable rate. If fixed rate, would the City
consider a structure where all funds are disbursed into escrow at closing? This would replace the
requested Draw structure.
Answer 6: The City is requesting a fixed interest rate and the Series 2019 GO Bond will be funded in full at
closing . The project draw schedule included in the RFP is to illustrate the timing of the
anticipated future General Obligation Bonds. There are state law considerations with a draw
structure for general obligation bonds so the City prefers to fund the loan in full at closing.
Question 7: As of FYE2017 there were no other debt secured with ad valorem tax collections. Since that time,
has any debt been secured by the ad valorem tax or will this be the only debt secured in that
fashion?
Answer 7: The Series 2019 GO Bond will be the only debt secured by ad valorem tax collections when
issued. There will be future obligations secured by ad valorem taxes up to the currently approved
referendum amount of $60 million.
Question 8: Please confirm that all ad valorem taxes are available for repayment of this debt, not just an
adjustment to millage.
Answer 8: The unlimited millage specifically levied for debt service on the Series 2019 GO Bond will be the
only ad valorem taxes that are available for repayment for the Series 2019 GO Bond. The City is
obligated to levy whatever millage is necessary to pay the scheduled debt service. The
bondholder can lawfully require the City to levy in such an amount.
Question 9: If available, please provide the election results for the bond Referendum Election held 11 /6/18
or direct us to the website that reports that information for the State of Florida.
Answer 9: The General Obligation Bond Referendum was approved by 54% of voters on November 6,
2018. The City's Resolution certifying the results is attached.
RFP-FIN19-42/KS
ADDENDUM #1 - PAGE THREE
Question 10: Are there any other restrictions or requirements with this bond indenture (such as additional
indebtedness restriction)? Is bond indenture available for review? If so, please provide a copy.
Answer 10: The Series 2019 GO Bond will be issued pursuant to a bond resolution or loan agreement.
Bond Counsel has not drafted the resolution or loan agreement at this time and will do so after
the lender is recommended. There will be no additional indebtedness restrictions since the City
will be obligated to levy an unlimited amount of millage sufficient to pay debt service for each
issue.
Question 11 : Will the City be fully funding the 10.2MM at closing or would they also like draw options based
on the schedule provided?
Answer 11 : The Series 2019 GO Bond will be funded in full at closing. The project draw schedule included
in the RFP is to illustrate the timing of the anticipated future General Obligation Bonds. There
are state law considerations with a draw structure for general obligation bonds so the City
prefers to fund the loan in full at closing.
Question 12: Will the City accept options for synthetic fixed rates as well as traditional fixed rates?
Answer 12: The City will review all options proposed. The City may consider synthetic fixed rates but does
not want to take on basis risk associated with an underlying variable rate.
Question 13: Will the City be willing to fund the loan into a free escrow account held with the chosen
institution?
Answer 13: The City will review all options proposed.
No addenda will be issued within five (5) business days prior to the submission deadline, unless the addendum
has been issued extending the deadline.
Bids must be date stamped in the Procurement Division no later than 3:30 p.m. (Eastern), on February 8 1
2019. Proposals presented after that time will be refused.
Procurement is not responsible for late mail or overnight deliveries.
Failure to acknowledge receipt of addendum may result in rejection of proposal.
I
Wanda Roop, Procurement Manager
Financial Services• Procurement Division• City of Cape Coral• P.O. Box 150027
Cape Coral, FL 33915-0027 • (239) 574-0831 • Fax (239) 574-0837 • http://www.capegov.net
RESOLUTION 262-18
A RE.SOLUTION CERTIFYING THE RE.SULTS OF THE GENERAL ELECTION OF THE CITY

OF CAPE CORA~ FLORIDA, HEID ON NOVEMBER 6, 2018; PROVIDING AN EFFECTIVE
DATE.
WHEREAS, the City of Cape Con.I has submitted to the public a a:fcrendum question on whether
to issue genenl obligation bonds; and
WHEREAS, by adoption of Otdinances 38-18, the City Council has directed that an election be held
on November 6, 2018, and
WHEREAS, the votes of the election were canvassed by the Canvassing Board
NOW, TiiEREFORE, BE IT RESOLVED BY TiiE CITY COUNCIL OF CAPE CORAL,

FLORIDA, AS FOLLOWS:
Section 1. The results of the gencn.l election held on November 6, 2018 for a referendum question arc
hereby certified as follows:
Cape Coral General Obligation Bonds For Parks, Wildlife Habitat and Shoreline
Protection and Recreational Facilities
To finance costs of various parks, natural areas, recreational and athletic facilities,
trails, boat ramps, piers, swimming and fishing facilities, and improvements for wildlife
habitat and shoreline protection, shall the City of Cape Coral issue general obligation bonds
not exceeding $60,000,000, maturing within 15 years of issuance, with interest not exceeding
the maximum legal rate, and payable from ad valorem property taxes levied in amounts
sufficient to pay debt service on such Bonds?
37,494 YES VOTES
32,475 NO VOTES
Section 2. The City Canvassing Board canvassed the votes of the election and a copy of the Certificate
of City Canvassing Board is attached hereto and incorporated herein as Exhibit A .
Section 3. 1nis Resolution shall take effect immediately upon its adoption.
ADOPTED BY THE CITY CJ~NCIL OF Tii~ ~IlY OF CAPE CORAL AT ITS REGULAR
COUNCIL SESSION THIS ~ DAY OF}Jf'tYlfn DL
----
VOTE OF MAYOR AND COUNCil.MEMBERS:
COVIEILO
GUNTER ~ NEI.SON
STOKES •.
CARIOSCIA WILLIAMS
STOUT COSDEN
AITESTED To AND FILED IN MY OFFICE TH Is ..2Cf ~ DAy oF Novr II( b&/" 2018.
mli4~+&WW"'
INTERIM CITY CLERK
~~-~~
CITY ATTORNEY
ics/Electioa-Ccrtify General Election
EXHIBIT A
•u Official Results •••
LEE COUNTY
We, the undersigned, ARCHIE B. HAYWARD JR, Lee County Judge,

H. ANDREW SWETI, Lee County Judge, TOMMY DOYLE, Lee
Canvassers in and for said County, do hereby certify that we met on the
specified at the General held on the Sixth day of November, 2018 A.D.,
as shown by the returns on file in the office of the Supervisor of
Elections. We do hereby certify from said returns as follows:
For United States Senator, the whole number of votes cut was 289,214
of which
Rick Scott (REP) received I 74,316 votes

Bill Nelson (DEM) received 114,857 votes
Lateresa L.A. Jones (WR1) received 18 votes
Howard Knepper (WRl) received 6 votes
Michael S. Levinson (WRl) received 4 votes
Charles Frederick Tolbert (WRI) received S votes
David Weeks (WRI) received 8 votes
For Reprc.sentative in Congress, District 17, the whole number of votes

Greg Steube (REP) received I 9,500 votes

Allen Ellison (DEM) received 11,735 votes
For Representative in Congress, District 19, the whole number of votes

Francis Rooney (REP) received I 55,034 votes

David Holden (DEM) received 100,162 votes
Pete Pollard (WRl) received 35 votes
For Governor and Lieutenant Governor, the whole number of votes cast
wa., 289,577 of which
Ron DeSantis and Joanette Nu11oz (REP) received 174,085 votes

Andrew Gillum and Chris King (DEM) received 111,172 votes
Darcy G. Richardson and Nancy Argenz.iano received 2,048 votes
(REF)
Kyle "KC" Gibson and Ellen Wilds (NPA) received 1,085 votes
Ryan Christopher Foley and John Tutton Jr received 648 votes
(NPA)
Bruce Stanley and Ryan Howard McJury received 537 votes
(NPA)
Piotr Blass and Paul Edward Harju (WRI) received 0 votes
11117/201106:50:54PM
••• Official Results 0 •
LEE COUNTY
Hal Johnson and Tun Hayes (WRI) received 2 votes
For Attorney General, the whole number of votes cast was 28S,499 of
which
Ashley Moody (REP) received 179,082 votes

Scan Shaw (DEM) received 101,42S votes
Jeffrey Marc Siskind (NPA) received 4,992 votca
For Chief Financial Officer, the whole number of votes cast wu 280,43S
of which
Jimmy Patronis (REP) received 172,190 votes

Jeremy Ring (DEM) received 108,229 votes
Richud Paul Dembinslcy (WRI) received 16 votu
For Commissioner of Agriculture, the whole number of votes cast WIili

283,036 of which
Matt Caldwell (REP) received 171,S74 votca

Nicole "Nikki" Fried (DEM) received 111,462 votes
For State Attorney, 20th Judicial Circuit, the whole number of votes cast
Amira Fox (REP) received 210,362 votes

Joseph Hoffman (WRI) received 602 votes
For State Senator, District 26, the whole number ofvotes cast wu 12,913
of which
Ben Albritton (REP) received 8,650 votes

Catherine Price (DEM) received 4,263 votes
For Stale Senator, District 28, the whole number of votes east was 49,983
of which
Kathleen Passidomo (REP) received 31,112 votes

Annisa Karim (DEM) received 18,871 votes
For State Representative, District 76, the whole nwnbcr of votes cast was
82,092 ofwhich
Ray RodrigUC3 (REP) received 52,941 votes

ll117fl011 06:50:5' PM
••• Omclal Reaults ***
LEE COUNTY
David Bogner (DEM) received 29,151 votes
For State Representative, District 77, the whole number of votes cast was
73,590 of which
Dane Eagle (REP) received 46,679 votes

Al&nis Eli.ubeth Garcia (DEM) received 26,911 votes
For State Representative, District 78, the whole number of votes cast W&S
68,915 ofwhich
Heather Fitzenhagen (REP) received 40,893 votes

Parisima Taeb (DEM) received 28,022 votes
For State Representative, District 79, the whole number of votes cast was
54,683 ofwhich
Spencer Roach (REP) received 32,221 votes

Mark Lipton (DEM) received 22,462 votes
For County Commwioner, District 2, the whole number of votes cast

Cecil Pendergrass (REP) received 182,62 I votes

Bill Taylor (NPA) received 82, 75 I votes
We Certify that pursuant to Section 102. 112, Florida Statutes, the

canvassing board has compared the number of penons who voted with
the number of ballots counted and that the certification includes all valid
11/171201106:S0:54 PM
*** Official Ruults •••
LEE COUNTY
We, the undersigned. ARCHIE B. HAYWAKD JR. Lee County Judge,

H. ANDRBW SWBTI, Loe County Judge, TO:MMY DOYLE, Lee
County Supervisor of :Elections, constituting the Board of County
Canvusen in and for said County, do hereby certify that we met on the
Seventeenth day of November, 2011 A.O., and proceeded publicly to
canvass the votes given for the several offices and persons be.rein
spoeitied at the Nonpartuan held on the Sixth day of November, 2018
A.D., as shown by the mums on file in the office of the Supervisor of
Elec:tions. We do hereby certify from wd mums as follows:
Retention of Justice Alan Lawlon of the Supreme Court
Yes 173,255 votes

No 60,878 votes
Retention of Judge Anthony K. Black ofth.e Second District Court of

Appeal
Yes 172,801 votes

No 57,044 votes
Retention of Judge Darryl C. Casanueva of the Second District Court of

Appeal
Yea 164,480 votes

No 63,016 votes
Retention of Judge Edward C. LaRose of the Seoond District Court of

Appeal .
Yea 167,052 votes

No SSl,849 vote,
&tention of Judge Susan H. R.othmi.lrYouakim of the Seoond District

Court of Appeal
Yes 169,523 votes

No 58,602 votes
For School Board, District 4, the whole number ofvotea cast was 38,682
ofwhicb
Don H Armstrong received 17,250 votes

Debbie Jordan received 21,432 votes
lln7/201106:S0:54PM
**• Official Results •*"
LEE COUNTY
For School Board, District S, the whole number of votes cast was 32,125
of which
Gwynetta "Gwyn" Gittens received I 8,216 votes

PamLaRMere received 13,909 votes
For School Board, District 6, the whole number of votes cast was
216,272 of which
Nicholas Alexander received 92, l 09 votes

Betsy Vaughn received 124, 163 votes
For City ofFort Myers City Council Ward 4, tho whole number of vote&
Kevin Anderson received 1,967 votes

Leigh Eby Scrabis received 1,722 votes

Julie Camp received 12,41 S votes

David Duane Deeucreek received 6,904 votes

Mike Bonacolta received 11,097 votes

Julie Hollingsworth received 8,955 votes
For Bonita Springs Fire Control and Rescue District, Seat l, the whole
William C Lonkart received 5,244 votes

James P Murphy received 13,045 vote.,
For Fort Myers Beach Fire Control District, Seat 1, the whole number of
Forrest E Critser received 1,195 votes

Robert Raymond received 1,801 votes
Bill Santomas received 539 votes
11/17/201106:,0:S4 PM
• ** Official Results •••
LEE COUNTY
For Fort Myera Beach Fire Control District, Scat 3, the whole number of
JackiLiazak received 2,084 vote,

Carol Morris received 1,620 vote,
For Port Myers Beath Fire Control District, Seat S, the whole number of
vom cast was 3,549 of which
John A Bennett received 2,427 votes

Theodore R Schindlm- II received 1,122 votea
For Gateway Services Community Denlopment District. Seat 4, the

'Whole number of votes cut wu 6,061 of which
fun Brann .received 2,372 votca

W'illiam A Ouy received 3,689 votes
For Gateway Services Community Development Distrid, Seat S, the

wbo]e number
of votes cut WU 6,024 ofwhicb
Doug Banks received 31928 votes

Delores J Linscott received 2,096 votes
For Habitat Community Development District, Seat 3, the whole number

ofvotes eastwu 1,188 ofwhich
Cheryl G Hampton received 328 votes

Jenny A Licht received 583 votes
Robert Warner received 277votu
For Iona-McGregor Fire Protection and Racue Service District, Seat 3,

the whole number ofvotea cast was 20,201 of which
James Andersen received 11,.371 votes

William Barnes received 8,830 votes
For Lee County Mosquito Control District, Area 4, the whole number of
votes cast wu 191,712 of which
Stephen "Steve" R Bowen received 98,820 votes

Devin Carver .received 51.612 votes
Justin M Thomu received 41,280 votes
11/17/2011 °':S0--'4 PM
,..,. Omctal Raa.ltl ,.,..
CERTIFICATE 01' COUNTY CANVASSING BOARD
LEE COUNTY
Por Lee Memorlal Health System Board of Directors, District 2 (Vote for
2), the whole number of votes cast wu 279,228 of which
Donna Clarke received 105,451 votes

Nancy M McGovern received 119,915 votes
Robert M Neeld received 53,862 votes
Por Loo Memorial Haalth System Board ofDireatots, Dirtrict 4 (Vote for
2), the.whole number of votes cast wu 270,331 ofwbicb
Diane Champion received 11 S,406 votes

Chris Hansen recetved 98,363 votes
Randy A Scott received 56,562 votes
For LebJgh Acres Fire Control and Rescue Diltrict, Seat 2, the whole
Nettie Caro received 8,089 votes
Linda Carter received 9,869votes
M.Yuin received 1,507 votes
For Lehigh Acres Fire Control and Rescue District, Seat 3, the whole
number ofvotes cast was 18,996 of which
Robert Bennett received 13,202 vote.1

William Brnest Liedtke received S, 794 votes
For Lehigh Acres Pirc Control and Rescue District, Seat 5, the whole
numberofvotes cartwu 19,050 ofwhich
Charles Edwards received 6,760 votes

Cia Oome%rSherman received 7,985 votes
Richard Alan Swindle received 2,044 votes
Chriatopher Waples received 2,261 votes
Por Matladla/Pine Island Fire Control District, Seat 4, the whole number
ofvotes cast was 4,422 of which
Jamie Bruab receivod l,8nvotea

John E Cammick received 2,545 votes
1Vl7/20II 06:50:s.4 PM 4
*** Official Reaal:ta •••
CERTDICATE 011' COUNTY CANVASSING BOARD
LEE COUNTY
For Moody River Estates Community Development District. Seat 1, the

whole number ofvotes cast wu 656 of which
Chris Jenner received 422 votes

John Teclcorius received 234 votes
For North Fort Myers Fire Control and Rescue Service District, Seat 3,
the whole number ofvotes cut was 15,557 of which
DenniaAAgruati received 6;n1 votes

Tom Mere received 8,830 votes
For San Carlos Park Fire Protection and Rescue Service District, Scat 1,
the whole number of votes cut was 10,034 of which
Antonio Domenech received 4,736 votes
Matthew James Fields received S,298 votes
For Sambel Fire & Rescue District. Seat 1, the whole number of votes
cast WIS 2,794 of which
Alfred "Mike" N Lawrence received 1,349 Votel

Richard p McCurry received 1,445 votes
For Sanibel Fire & R.eacue District, Seat 2, the whole number of votes
cut wu 2,867 of which
Andrew S Barron received 1,424 votes

Bruce Cochrane received 1,443 votes
For S1oncybtook Community Development District, Seat 4, the whole

number ofvotes cut wu 802 of which
Michael J DeBrino Jr received 504 vota

Lewis B Frith received 298 votes
lVl7120II 06:$0:S-4 PM
•u Ofllclal Results ***
CERTIFICATE OF' COUNTY CANVASSING BOARD
LEE COUNTY
We Certify that pursuant to Section I 02.112, Florida Statutes, the

canvassing board has comparod the number of persons who voted with .
the number of ballota counted and that the certification includes all valid
11/17/2011 06:$0:$4 PM
*** Omctal R.enlu •••
CBRTlJl'ICATE or COUNTY CANVASSING BOARD
LDCOUNTV .
We, the unden1ped. ARCHIE B. HAYWARD JR. Lee County Judge, H. ANDREW
SWBIT, Lee County Judp. TOMMY OOYLB, Leo County Supervi,or of Electlona,
comti1Utlq the Board of County CanvUlen la and for aid County, do hareby certify
that we met on t h e ~ day ofNowmber, 2018 A.D,. and prooeeded publldy
to eanvu, the votea afven far tbe Pn>pcllOd Amendments to the Coostitution of the
State of Florida md PropoMd Amendmentl to the Comtitudon of'tbe State of'Plorida
R.oferenduml on the Sixth day of November, 2011 AD. u shown by the return• on
ru, In the oftlco or the Supem10r of 'Elections. We do hereby cenify from said
returns u follow,:
N0.1
ARTICLE VD, SECTION 6; ARTICLE XII, SECTION 37
INCREASED HOMESTEAD PROPERTY TAX EXEMPTION
Propoalna an amendment to the Stale Constitution to increue tho homestead
n.ompdon by exnJJdlll 1be uNDDd vsluadoa of bomosta&d property pea1Dr than
$100,000 and up to Sl2S,OOO fer all Ima o1hor than school district Imm. Tho
amendment lhall cab effect Jmuay 1, 2019.
Yeafor~ 119,379 votes

No for Jt.ejoction 86,0Sl votes
N0.2
CONSTITUl'IONAL AMENDMENT
ARTICLE XII, SECTION 27
LIMITATIONS ON PROPERTY TAX ASSESSMENTS
Proposing an amendmmt to the State Constl1utioa to permanently main provlaioaa

cummdy in ~ which limit property tax ususment lncreua on apcclfied
nonhomastead real property, except !or IChool diltrict tlul, to 10 percent each year.
lhpproved. tho uncndment remove, the IChoduled n=peal ofauch provi,iom In 2019
ud shall take lft'ect llDIIII)' I, 201 !ii.
Y• for Approval 201,947 votea

No !or Rejection 68,898 votes
N0.3
ADD NEW SECI10N 29 TO ARTICLE X
VOTER CONTROL OF GAMBLING IN FLORIDA
Thia amendment enaurcs that Florida Yotm shall have 1bo oxcluaivo right to decide
wbecher 1D 1\llborize eMino pmbling by n:qu.iriq that In order Car c;asioo 1amblin1
to be aueborizod under Plorid& law, It must be approved by Florida v~n pumwit to
Article XI, Section 3 or the Florida C.ONtitutioa. Affects lt11ela X and XI. Defines
cuino pmbllng and clmifica that thll llmOndment doN not eonflicl wtth fedenJ law
reprdlna muiltribal CODlplCb.
v.. for Appoval 194,706 vOCN

No f'or R.ejoction 11,737 votes
N0.4
ARTICLE VI, SECTION 4
VOTING RESTORATION AMENDMENT
11/17/201106:S0:5-4 P.M
• •• Omc:IAI Results .. •
LEE COUNTY
This lllllendment restores the voting ri&hts of Floridians with felony convictions after
they complete all terms of their sentence including parole or probation. The
amCDdment would not apply to those convic:led of murder or sexual offenses, who
would continue to be pennanontly bt.rred fn)m voting unless the Governor and
Cabinet vote to restore their votin1 rights on a ca,e by ease basis.
Yes for Approval 1S7,440 votes

N0.5
ARTICLE VII, SECTION 19
SUPERMAJORITY VOTE REQUIRED TO IMPOSE,
AUTHORIZE, OR RAISE STATE TAXES OR FEES
Prohibits the legislanue from imposing, authorizing, or raising a state tax or fee
except through legi,lation approved by a two-thirds vote of each house of the
legislarure in a bill co111&ining no other subject. This propo.111 does not authorize a
state tax or fee otherwlae prohibited by the CoDS!itution and doe, not a.pply to fees or
taxes imposed or llllthori7led to be Imposed by a county, municipality, school board,
or special dillrict.
Yoa for Approval 203,344 votoa

No for Rejection 68,9S6 votee
N0.6
ARTICLE V, SECTIONS 8 AND 21;
RIGHTS OF CRIME VICTIMS; JUDGES
Creates constitutional ri&hta for victim, of crime; ~uirea coLll'tl to facilitate victims'
rights; authorizes victims to enforee their rights throughout criminal and juvenile
justice p!WOSSes. Requires judgt1 and hearing officers to independently interpret
statutes and rules ralhor than defaring to govemment agency', interpretation. llai,es
mandatory retirement age of state justices and judge, from aevcnty to seventy-five
yean; delete, authorization to complete judicial tenn if one-half of tenn has been
1crvcd by retirement age.
Ye, for Approval 187,721 votes

N0.7
ARTICLE IX, SECTIONS 7 AND 8;
ARTICLE X, NEW SECTION
FIRST RESPONDER AND Mil.JTARY MEMBER SURVIVOR
BENEFITS; PUBLIC COLLEGES AND UNIVERSITIES
Orantl mandatory payment of death benefit, and waiver of certain educational
expense, to qualifying runivon of certain tint rc,ponden and military members who
die performin1 official dutica. Requin,a supennajority votes by university trustees and
state univenity system board of governors to raiae or lmpoae all legislllivcly
authori?.ed fees if law requlrea approval by those bodies. Eltablisbcs existing state
college system u constitutional entity; provides governance ltnlc!W'C.
Yes for Approval 191,S39 votes

No for Rejection 81.679 votes
11/17/2011 06:S0:'4 PM
•• * Ofllclal RuultJ •••
CERTIFICATE or COUNTY CANVASSING BOARD
LEE COUNTY
N0.9
ARTICLE Il, SECTION 7;
ARTICLE X, SECTION 20
PROHIBITS OFFSHORE Oll, AND GAS DRILLING; PROHIBITS
VAPING IN ENCLOSED INDOOR WORKPLACES
Prohibits drilling for the exploration or extraction of oil and natural pa beneath all
state-owned Wilen botween the mean high waler line and the ttau•s outeimost
territorial boundaries. Addi U.K of vapor-generating electronic devices to cumnt
prohibition of tobacco 111101cing in enclosed indoor wodcplacea with exceptiona;
permits more restrictive loc:al vapor ordinanc:es.
Yos for Approval 188,986 votes

No for Rejcc:tion 88,7S8 votes
N0.10
CONSTlTUTIONAL AMENDMENT
ARTICLE ill, SECTION 3;
ARTICLE IV, SECTIONS 4 AND 11;
ARTICLE VIIl, SECTIONS I AND 6
STATE AND LOCAL GOVERNMENT STRUCTURE AND
OPERATION
Requires legislarure to retain department of veter&lll' affairs. Emu= elcc:tion of

sheriffs, property appraisers, supervison of elec:tioM, tax collecton, and clerks of
court in all counties; removes oounty charters' ability to abolish, change term, transfer
duties, or eliminate election of these offices. Changes annual legislative seasion
commencement date in even• numbered yoar1 from M■rch to Janu■ry ; removes
legislature's authorization to fix another date. Creates office of domestic security and
counterterrorism within department of law enforcement

No for Rejection 83,4S7 votes
. N0.11
CONSTlTUTIONAL AMENDMENT
ARTICLE X, SECTIONS 9 AND 19
PROPERTY RIGHTS; REMOVAL OF OBSOLETE PROVISION;
CRIMINAL STA TUTES
Removes discrimina!Ory language related to real property rights. Removes obsolete

language repealed by voters. Deletes provision lhat amendment of a c~inal Ntute
will not affect pro■ecution or penalties for a crime committed before the amendment;
retains ourreat provision allowing prosec;ution of a crime committed bofore the n:peal
of a criminal ata1llt6.

No for Rcjcc:tion 90,870 votes
llll 7!2011 o~ , ,o : , ♦ PM
**•OllldaJRa1ahl*H
CUTJll'ICA.TE OF COUNTY CANVASSING BOARD
LKICOUNTY
N0.12 .
CONSTITClrIONAL AMENDMENT
ARTICLED, SECTION 8;
ARTICLE V1 SECTION 13;
ARTICLB XD, NEW SECTION
LOBBYING AND ABUSE OF 01.l'FICE BY PUBIJC OFFICERS
Explncb cumnt remlc:dou oa lobbyiq far oampeo,adon by former public offioen;
creates l'Cltrictiona on lobbyina for ,......,......on by ~ publli: ofticen and
former j\llCicet Ind Judpr, pv'ridoa exceptiom; prohibits abule of a publie potidon
by public offlcen and emplayaa to obtain a panona1 benefit.
Yu for Approval 224,S0S votca

Nofor~on 47,641 votca
N0,13
CONS'ITI1mONAL AMENDMENT
ARTICLE X, NEW SECTION;
ARTICLE XD, NEW SECTION
ENDS DOG RACING
Pbua out eommercial dog racing in coanec:tion with wapina by 2020. Other
pmlna acdvltlu are not affo=d.
Yea tor Approval IIS,311 votm

No for RDJoctlcm 92,209 votel
COUNTY SCHOOL BOARD REFERENDUM RALF CENT TAX

County School Board Refcnndwn Half Cent Ta
YeaforApproval 139,229 votes

No for RDJoctlon 130,994 vollll
LEHIGH ACRES MUNICIPAL SVCS IMPROV DIST

REFERENDUM
Lehi&h ACl!U M'llllleipal Svct Jmprov Dbtltefenndum
Yea for Approval 15,173 votet
No tor Rcjeotion 6,4153 votes
CITY OF CAPE CORAL BOND REFERENDUM
City of Cape Coral Bond R.ofereaduui
Y• for Approval 37,494 votol

No for R.cjeotlon 32,475 Votcll
l l/17/201106:.50:5' PM
... omdal Reslllu ...
CERTIIICATE OF COUNTY CANVASSJN'G BOARD
LEE COUNTY
We ~ thAt pumiant to s~ 102.112, Florida Statuta, tbo canvastng board

hu campered the number ofpenons who voted with le number ofballotS counted
and dial the certification lncludea Ill valid votes cut In the elodion.
tl/17/2011 M:50:S4PM
PROPOSER'S CERTIFICATION
I have carefully examined this Request for Proposal for Tax Exempt General Obligation Bank Loan RFP-
FIN19-42/KS, which includes scope, requirements for submission, general information and the evaluation
and award process.
I acknowledge receipt of the following addenda, and the cost, if any, of such revisions has been included
in the price of the proposal:
Addendum #- - - - Date:- - - Addendum# _ _ _ Date: _ __

Addendum # Date:- - - Addendum # Date: _ __
I hereby propose to provide the services requested in this proposal. I agree that the proposal will remain
firm for a period of up to one hundred twenty (90) days from the date qualifications are opened in order to
allow the City adequate time to evaluate the qualifications.
I certify that all information contained in the proposal is truthful to the best of my knowledge and belief. I
further certify that I am duly authorized to submit this proposal on behalf of the proposer as its agent and
that the proposer is ready, willing and able to perform if awarded a lease.
I further certify, under oath, that this proposal or bid is genuine and not collusive or sham; that said bidder
has not colluded, conspired, connived or agreed, directly or indirectly, with any bidder or person, to put in a
sham bid or to refrain from bidding,·and has not in any manner, directly or indirectly, sought by agreement
or collusion, or communication or conference, with any person, to fix the bid price of affiant or of any other
bidder, or to fix overhead, profit or cost element of said bid price, or of that of any other bidder, or to secure
any advantage against the City of Cape Coral of any person interested in .the proposed lease, or for an
employee of the City of Cape Coral; and that all statements in said proposal or bid are true. The
undersigned executed this Proposer's Certification with full knowledge and understanding of the matters
therein contained and was duly authorized to do so.

9128 Strada Place
Suite 10110
Naples, Florida 34108
~~~afll=--/4
Titl:::V:ce President
Date: February 8, 2019
STATE OF FLORIDA
PALM BEACH COUNTY
The foregoing instrument was acknowledged before me this 6th day of February, 2019, by Holly Kuhlman,
as Senior Vice President of Bank of America, N.A., on behalf of the bank. He or she is personally known to
me or produced a driver's license as identification.
[Seal]
MARKE RAYMOND
MY COMMISSION I FF 247404
EXPIRES: July 7, 2019
Bonded Thru NotaryPublic Undtrwrilm
CERTIFICATE OF ASSISTANT SECRETARY
OF
BANK OF AMERICA, NATIONAL ASSOCIATION
The undersigned, Christine Costamagna, an Assistant Secretary of Bank of America,

National Association (the "Association"), a national banking association organized and existing
under the laws of the United States of America and having its principal place of business in the
City of Charlotte, County of Mecklenburg, State of North Carolina, does hereby certify that:
1. The following person has been duly elected .or appointed and has duly qualified as
an officer of the Association and she holds the office set forth opposite her name:
Holly L. Kuhlman Senior Vice President
2. The following is a true and complete copy of an excerpt from the Bylaws of the
Association, and the same is in full force and effect as of the date hereof:
Section 5.2. Execution of Instruments. All indentures, mortgages, deeds, conveyances,

contracts, notes, loan documents, letters of credit, master agreements, swap agreements,
guarantees, discharges, releases, satisfactions, settlements, affidavits, bonds, undertakings,
powers of attorney, and other instruments or contracts may be signed, executed,
aclmowledged, verified, attested, delivered or accepted on behalf of the Association by the
Chairman of the Board, the Chief Executive Officer, the President, any Vice Chairman of
the Board, any Division President, any Managing Director, any Director (as described in
Section 4.7 of these Bylaws), any Principal, any Executive Vice President, any Senior Vice
President, any Vice President, any Assistant Vice President, any Officer, or any individual
who is listed on the Association's personnel records in a position equal to any of the
aforementioned officer positions, or such other officers, employees or agents as the Board
of Directors, the Chief Executive Officer or any officer reporting directly to the Chief
Executive Officer may direct in a written delegation kept in the minute book of the
Association. The provisions of this Section 5.2 are supplementary to any other provision
of these Bylaws and shall not be construed to authorize execution of instruments otherwise
dictated by law.
IN WITNESS WHEREOF, I have hereunto signed my name on this J1h day of

February, 2019.
BANK OF AMERICA, NATIONAL

ASSOCIATION
/_.,, ·, / ' . !'-,( ,
l,.;f'\J.vuWl{ ~d!:h#i.
B~ 0
Christine Costamagna
Assistant Secretary
February 8, 2019
.-!//,~
BankofAmerica ~
Merrill Lynch
Pagel BankofAmerica ♦
Mell'ill Lynch
-------------------------
Summary of Terms and Conditions
Submission date: February 8, 2019
Parties to the Transaction
Borrower: City of Cape Coral (the "Borrower" or the "Issuer" or the "Issuer")
Bank of America, N .A. or any other subsidiary of Bank of America Corporation

Lender: ("BANA'' or the "Bank").
The Facility
Facility: Fully funded term loan
Facility Amount Not to exceed $10,200,000
Security: The bond will be secured by ad valorem taxes and will be a general obligation of
the City secured by the City's full faith and credit and taxing power, and the City
will be obligated to levy ad valorem taxes without limit on all taxable property
within the City in amounts sufficient to pay debt service on the bond.
This term sheet is subject to review of all resolutions, ordinances and other
documents that govern the general obligation pledge. All such documents shall
be acceptable to the Bank and its counsel.
Use of Proceeds: To provide funds for parks, recreational facilities, and other improvements,
capitalized interest and cost of issuance.
Optional Prepayments and Commitment Reductions:
Prepayments are permitted at any time with three business days' prior notice. All
prepayments will be subject to a prepayment penalty as set forth on Exhibit A
hereto.
Interest Rates:
Interest Rate: An indicative non-bank qualified interest rate as of February 7, 2018 is 2.79%. The
actual rate shall be set two business days prior to closing utilizing the sum of the
credit spread plus the 105 month interest rate swap for a fixed rate for a swap
with 3 month libor as the floating rate as determined by linear interpolation. The
actual rate shall be set utilizing the interest rate swap rate as of the day the rate is
set. The Bank shall use Bloomberg to establish such rates. The credit spread shall
be 14 basis points.
If for any reason swap rates are no longer listed on Bloomberg, the Bank shall
select a comparable platform to determine the interest rate swap rate. The above
pricing formula is valid only if the loan is closed on or before March 22,
Page2 BankofAmerica♦
MB1TiD lynch
2019. After March 22, 2019, the formula is subject to change at Bank's sole
discretion.
The above interest rate assumes that this is a non-bank qualified tax exempt
obligation and is subject to a legal opinion acceptable to the Bank and its counsel.
Repayment Terms/ Interest shall be payable semi-annually on September 1 and March 1,

Maturity Date: commencing on September 1, 2019. Interest shaµ be calculated on a 30/360 day
count basis. Principal amounts shall due annually in amoutns as provided in the
Request for Proposals for a $10,200,000 Non-Bank Qualified Tax-Exempt General
Obligation Bank Loan RFP-FIN19-42/KS which is due February 8, 2019. The
bond will mature on March 1, 2034.
Determination of Upon a Determination of Taxability with respect to the Facility, the Facility will
Taxability: bear interest from the date that taxability commences at a rate equal to the product
of the tax-exempt rate of interest otherwise in effect and the Taxable Rate Factor
(currently 1.265).
Determination of Taxability will only include circumstances resulting from the

action or inaction of the Issuer (e.g., will not include changes to the Internal
Revenue Code).
The Taxable Rate Factor is the amount by which the tax-exempt rate must be
mulitplied to achieve the equivenlant taxable ate given the highest margin federal
corporate tax rate, currently 21 %. The Taxable Rate Factor is subject to change
should the highest marginal federal corporate tax rate change.
The Borrwer is also responsible for payment of any interest, penalties or charges
owed by the Lender as a result of interest on the Facility that accrues from
becoming includable in the gross income fo the Lender, together with any and all
attorneys' fees, court costs, or other out-of -pocket cost ncurred by th4e Lender in
connection therewith.
A change in the interest rate due to this provision will NOT trigger an exception
for the prepayment penalty provision.
Day Count: Interest of the Facility will be calculated on the basis of twelve 30 day months
and a 360 day year.
Default Rate: During the continuance of any default under the Facility, the interest rate shall be
increased fo the maximum rate allowed under law.
Other Fees and Expenses
Bank Counsel: Fixed at $5,000.00. The City's Bond Counsel, Nabors Giblin Nickerson, will
prepare all financing documents.
Timing of Payments: All fees are non-refundable and are payable at closing in immediately available
funds.
Other Standard Provisions
Page3 BankofAmerica"♦.
Merrill Lynch
Indemnification: To the extent permitted by law, the Borrower will indemnify and hold harmless
BANA and its respective affiliates and its partners, directors, officers, employees,
agents and advisors from and against all losses, claims, damages, liabilities and
expenses arising out of or relating to the Facility, the Borrower's use of loan
proceeds or the commitment including, but not limited to, reasonable attorneys'
fees (including on appeal and including the allocated cost of internal counsel) and
settlement costs. This indemnification shall survive and continue for the benefit
of all such persons or entities. In any litigation the prevailing party will be entitled
to recover attorney's fees, including on appeal.
Assignment and BANA will be permitted to make assignments to other financial institutions and
Participations: sell participations without the consent of the Borrower.
Waivers/ Amendments and waivers of the provisions of the Agreement and other
Amendments: definitive credit documentation will require the approval of BANA.
Choice of Law/ Jury Trial/ Venue
Governing Law: This Proposed Term Sheet and any other documents to which the Bank shall
become a party will be governed by the laws of the State of Florida.
Jury Trial: The Issuer agrees, to the extent permitted under applicable law, to waive any right
to a trial by jury in any action or proceeding with respect to any dispute or
controversy under the Loan Documents.
Venue: Any litigation involving the Bank shall be brought in the appropriate Florida or
United States court having jurisdiction over the matter.
Description of the Basic Documentary Terms and Conditions
Documentation: Documentation will include, but not be limited to, the terms and conditions
outlined herein, as well as provisions that are customary and standard with
respect to conditions precedent, representations and warranties, covenants,
events of default and remedies.
Conditions Precedent To Closing:
The closing and the initial extension of credit under the Facility will be subject to
satisfaction of the conditions precedent deemed appropriate by the Lender
including, but not limited to:
The negotiation, execution and delivery of definitive documentation (including,

without limitation, satisfactory legal opinions and other customary closing
documents) for the Facility satisfactory to the Lender.
There shall not have occurred any event or condition that has had or could be
reasonably expected, either individually or in the aggregate, to have a Material
Adverse Effect. "Material Adverse Effect" means (A) a material adverse change
in, or a material adverse effect on, the operations, business, assets, properties,
liabilities (actual or contingent), condition (financial or otherwise) or prospects of
the Borrower and any of their respective subsidiaries, taken as a whole; (B) a
material impairment of the rights and remedies of the Lender under any loan
MetTiD lynch
documentation, or of the ability of the Borrower to perform its obligations under
any loan documentation to which it is a party; or (C) a material adverse effect
upon the legality, validity, binding effect or enforceability against the Borrower
of any loan documentation to which it is a party, in each case as determined in
the sole discretion of the Lender.
Certified copies of relevant ordinances, resolutions, agreements, contracts,

certificates, etc. as requested by the Lender or its counsel.
Other conditions precedent as are customary for a financing of the type

contemplated, including payment of fees at closing.
Representations and Warranties:
Usual and customary for transactions of this type including, without limitation,
the following: (i) legal existence, qualification and power; (ii) due authorization
and no contravention of law, contracts or organizational documents; (iii)
governmental and third party approvals and consents; (iv) enforceability; (v)
accuracy and completeness of specified financial statements and no event or
circumstance, either individually or in the aggregate, that has had or could
reasonably be expected to have a Material Adverse Effect; (vi) no material
litigation; (vii) no default; (viii) ownership of property; (ix) insurance matters; (x)
tax matters; (xi) use of proceeds; (xii) accuracy of disclosure; (xiii) no bankruptcy
or insolvency; and (xiv) no proposed legal changes which may adversely affect
the Facility, the obligations of the Borrower thereunder or the transaction.
Covenants: Usual and customary for transactions of this type, including, without limitation,
the following: (i) timely delivery of audited financial statements, compliance
certificates and other information, (ii) notices of default, material litigation,
material governmental proceedings or investigations and material changes in
accounting or financial reporting practices; (iii) payment of obligations; (iv)
preservation of existence; (v) maintenance of properties and insurance; (vi)
compliance with laws; (vii) maintenance of books and records; (viii) inspection
rights; (ix) use of proceeds; (x) limitations on use of proceeds.
Reporting Within 270 days after the close of each fiscal year of the Borrower, the Borrower
Requirements: shall provide complete audited financial statements of the Borrower. In addition
upon request by BANA, the Borrower shall provide the board authorized budget
and any such other information as the BANA may reasonable request.
Events of Default: Usual and customary in transactions of this type including, without limitation,
the following: (i) nonpayment of principal, interest, fees or other amounts; (ii)
failure to perform or observe covenants set forth in the loan documentation; (iii)
any representation or warranty proving to have been incorrect when made or
confirmed; (iv) cross-default to other parity debt(v) bankruptcy, insolvency, debt
moratorium, etc.; (vi) monetary judgment defaults in an amount to be agreed and
material non-monetary judgment defaults; (vii) actual or asserted invalidity or
impairment of any loan documentation.
Remedies: The Bank may, among other things, cause the Default Rate to apply to all
outstanding obligations of the Borrower to the Bank and pursue any other
remedies to which it is entitled under the Agreement, at law or in equity. For any
PageS BankofAmerica ♦
MerTiD lynch
payment that is more than 15 days late, the Bank may impose a late fee equal to
4 % of the amount of the late payment.
Contacts
Bank of America, N.A. (BANA):
Name: Holly Kuhlman

Title: Senior Vice President
Address: 9128 Strada Place, Suite 10110

Telephone: (239) 598-8805

email: [email protected]
Bank Counsel:
Bank Counsel: Mark Raymond

Address: 4360 Northlake Blvd, Suite 204
Palm Beach Gardens, Florida 33418
Telephone: (561) 775-8440
email: [email protected]
Proposed Terms and Conditions Subject to Certain Events
This Summary of Terms is intended only as an outline of certain of the material terms of the Facility and does not
purport to summarize all of the conditions, covenants, representations, warranties and other provisions that would
be contained in definitive documentation for the Facility contemplated hereby. This Summary of Terms is not a
commitment. It represents a willingness on the part of BANA to seek approval to provide the commitment indicated
herein and consummate a transaction based upon the terms and conditions outlined in this term sheet and is subiect
to:
Final credit approval (see "Credit Process Timeframe" below),
Absence of any material adverse change in the financial condition, operations or

prospects of the Borrower, or in any law, rule or regulation (or their interpretation
or administration), that, in each case, may adversely affect the consummation of
the transaction, to be determined in the sole discretion of BANA,
Such additional due diligence as the Lender may require, and
Agreement as to all final terms and conditions and satisfactory documentation

thereof (including satisfactory legal opinions).
Credit Process: The credit process will take 10 business days from the point at which the Bank is
officially awarded the transaction and has in its possession all materials necessary
to undertake a full credit analysis.
Expiration: Consideration of a financing based on the terms and conditions presented in this
term sheet shall automatically expire 90 days from the date herein.
Page 6 Bankof America ♦

MerTIII Lynch
Future The terms, conditions, pricing levels and fees (including legal fees and expenses)
Modifications: cited herein reference the financing and the Facility Amount as described in this
Summary of Terms and Conditions and are subject to revision in the event that (i)
the Facility Amount changes, (ii) the security or transaction structure is modified,
(iii) the transaction deviates materially from what was initially described in the
RFP or in conjunction therewith, (iv) the proposed financing does not close within
90 days of acceptance by the Borrower.
No Advisory or Fiduciary Role
This proposal is submitted in response to your Request for Proposals received

January 23, 2019. The contents of this proposal and any subsequent discussions
between us, including any and all information, recommendations, opinions,
indicative pricing, quotations and analysis with respect to any municipal financial
product or issuance of municipal securities, are provided to you in reliance upon
the exemption provided for responses to requests for proposals or qualifications
under the municipal advisor rules (the "Rules") of the Securities and Exchange
Commission (Rule 15Bal-1 et seq.).
In submitting this proposal, we are not undertaking to act as a "municipal

advisor" to you or any other person within the meaning of Section 15B of the
Securities Exchange Act of 1934 and the Rules. In connection with this proposal
and the transactions described herein, we are not acting as a financial advisor or
municipal advisor to you or any other person, and are not subject to any fiduciary
duty to you or to any other person. We understand that you will consult with and
rely on the advice of your own municipal, financial, tax, legal and other advisors
in connection with your evaluation of this proposal and the transactions described
herein.
The Issuer acknowledges and agrees that: (i) the transaction contemplated by this
Summary of Terms and Conditions is an arm's length, commercial transaction
between the Issuer and the Bank in which the Bank is acting solely as a principal
and for its own interest; (ii) the Bank is not acting as a municipal advisor or
financial advisor to the Issuer; (iii) the Bank has no fiduciary duty pursuant to
Section 15B of the Securities Exchange Act of 1934 to the Issuer with respect to the
transaction contemplated hereby and the discussions, undertakings and
procedures leading thereto (irrespective of whether the Bank has provided other
services or is currently providing other services to the Issuer on other matters); (iv)
the only obligations the Bank has to the Issuer with respect to the transaction
contemplated hereby expressly are set forth in this Summary of Terms and
Conditions; and (v) the Bank is not recommending that the District take an action
with respect to the transaction contemplated by this Summary of Terms and
Conditions, and before taking any action with respect to the contemplated
transaction, Issuer should discuss the information contained herein with its own
legal, accounting, tax, financial and other advisors, as it deems appropriate. If
Issuer would like a municipal advisor in this transaction that has legal fiduciary
duties to Issuer, Issuer is free to engage a municipal advisor to serve in that
capacity. This Summary of Terms and Conditions is provided to Issuer pursuant
to and in reliance upon the "bank exemption" provided under the municipal
advisor rules of the Securities and Exchange Commission, Rule 15Bal-1 et seq.
Page 7 BankofAmerica♦
Men·III Lynch
Agreement by the Borrower
The Borrower hereby agrees to engage Bank of America to provide the Facility,
which is the subject hereof, pursuant to the terms and conditions stated herein.
Please evidence your agreement with the foregoing by signing and returning a
copy of the document to Bank of America.
Accepted and Agreed to:
By: _ _ _ _ _ _ _ _ _ _ _ _ _ Date: _ _ _ _ _ _ __
Merrlll Lynch
Exhibit A
The Borrower may prepay the credit in full or in part at any time.
The prepayment will be applied to the most remote payment of principal due under this Agreement. Each
prepayment, whether voluntary, by reason of acceleration or otherwise, will be accompanied by the
amount of accrued interest on the amount prepaid and a prepayment fee calculated by the Bank.
The prepayment fee will be equal to the present value (discounted by the Reinvestment Rate) of the
difference, if positive, between:
(a) the sum of the interest payments that would have accrued _on each prepaid installment of principal at a
fixed interest rate for such installment equal to X** plus 25 basis points, as if the prepayment had not
been made, less
(b) the sum of the interest payments that would have accrued on each prepaid installment of principal at a
fixed interest rate for such installment equal to the Reinvestment Rate, as if the prepayment had not been
made.
The following definitions will apply to the calculation of the prepayment fee:
(i) "Reinvestment Rate" means with respect to each prepaid installment of principal, the Swap Rate on the
date the prepayment fee is calculated by the Bank for a term corresponding to the period of time
remaining until such principal installment was scheduled to be paid, interpolated on a linear basis, if
necessary, and
(ii) "Swap Rate" means, as of any date, the offered U.S. Dollar interest rate swap rate that a fixed rate
receiver would receive in return for paying a floating rate equal to the three month Libor determined by
the Bank on such date by reference to the Bloomberg service or such other similar data source then used
by the Bank for determining such rate.
** X will approximate the Swap Rate for a swap with a scheduled notional amount at all times equal to
the scheduled principal of the Bonds determined on the date the interest rate was fixed by Bank. This
rate is provided by the Bank prior to closing of the transaction and is not subject to future
modification.
BankofAmerica ♦
MelTill Lynch
9

DISCLOSURE LETTER AND
TRUTH-IN-BONDING STATEMENT
March 22, 2019
Mayor and City Council of the

Cape Coral, Florida
Re: $10,200,000 City of Cape Coral, Florida General Obligation Bond

(Bank of America), Series 2019
Ladies and Gentlemen:
In connection with the purchase of the $10,200,000 City of Cape Coral, Florida
General Obligation Bond (Bank of America), Series 2019 (the "Bond") authorized to be
issued by Ordinance No. 38-18 enacted by the City Council (the "Council") of the City of
Cape Coral, Florida (the "Issuer") on June 18, 2018 (the "Referendum Ordinance"),
Ordinance No. 83-18 enacted by the Council on January 7, 2019 (the "Ordinance") and
Resolution No. 54-19 adopted by the Council on March 18, 2019 (the "Resolution"), the
undersigned purchaser of the Bond (the "Original Purchaser"), hereby acknowledges and
represents that (1) the Original Purchaser is familiar with the Issuer as it relates to the above
transaction; (2) the Original Purchaser has been furnished certain business and financial
information about the Issuer; (3) the Issuer has made available to the Original Purchaser
the opportunity to obtain additional information and to evaluate the merits and risks of an
investment in the Bond; and (4) the Original Purchaser has had the opportunity to ask
questions of and receive answers from representatives of the Issuer concerning the terms
and conditions of the offering and the information supplied to the Original Purchaser.
The Original Purchaser acknowledges and represents that it has been advised that
the Bond has not been registered under the Securities Act of 1933, as amended, in reliance
upon the exemption contained in Section 3(a)(2) thereof, and that the Issuer is not presently
registered under Section 12 of the Securities and Exchange Act of 1934, as amended. The
Original Purchaser, therefore, realizes that if and when the Original Purchaser wishes to
resell the Bond, there may not be available current business and financial information about
the Issuer. Further, no trading market now exists for the Bond. Accordingly, the Original
Purchaser understands that it may need to bear the risks of this investment for an indefinite
time, since any sale prior to the maturity of the Bond may not be possible or may be at a
price below that which the Original Purchaser is paying for the Bond.
It is understood that the Original Purchaser has undertaken to verify the accuracy,
completeness and truth of any statements made concerning any of the material facts relating
to this transaction, including information regarding the business and financial condition of
the Issuer. The Original Purchaser has conducted its own investigation to the extent it
deemed necessary. The Original Purchaser has been offered an opportunity to have made
available to it any and all such information it might request from the Issuer. On this basis,
it is agreed by acknowledgment of this letter that the Original Purchaser hereto is not
relying on any party or person other than the Issuer to undertake the furnishing or
verification of information relating to this transaction.
The Original Purchaser acknowledges that the Bond is being purchased as part of a
loan negotiated directly between the Issuer and representatives of the undersigned.
Accordingly, no Official Statement or other disclosure document has been prepared in
connection with the issuance of the Bond and the Original Purchaser hereby acknowledges
that it has made its own independent examination of all facts and circumstances
surrounding the Bond and the financing and that no reliance has been placed on any
findings by the Issuer in the Referendum Ordinance, the Ordinance, the Resolution or the
Loan Agreement (as defined in the Resolution) as to the ability of the Issuer to meet its
payment obligations so as to meet debt service on the Bond or any other representations by
anyone other than the Issuer.
The Bond has been purchased for the account of the Original Purchaser for
investment purposes only and not with a present view to the distribution, transfer or resale
thereof. The Original Purchaser intends to hold and book the Bond as a loan in its loan
portfolio; the Purchaser acknowledges that the use of the word "Bond" in the name of the
debt instrument is not intended to indicate that the instrument is or is not a security within
the meaning of the Securities Act of 1933. The Purchaser intends to hold such Bond for
its own account and for an indefinite period of time and does not intend to dispose of all or
any portion of such Bond. The Original Purchaser hereby covenants that if the Original
Purchaser subsequently decides to distribute or resell the Bond, it shall comply in all
respects with all securities laws then applicable with respect to any such distribution or
resale.
The Original Purchaser further acknowledges and represents that (1) it is the only
initial purchaser of the Bond, (2) it has such knowledge and experience in financial and
business matters that it is capable of evaluating the merits and risks of the Bond, and (3) it
is not purchasing the Bond for more than one account or with a view to distributing the
Bond. The Original Purchaser acknowledges that the representations contained in this
paragraph are being made in order to meet one of the exceptions to the continuing
disclosure requirements set forth in Rule 15c2-12 promulgated under the Securities
Exchange Act of 1934.
Pursuant to the provisions of Section 218.385, Florida Statutes, the Original

Purchaser is providing the following information with respect to the purchase of the Bond.
The Original Purchaser represents to you as follows:
( a) The nature and estimated amounts of expenses to be incurred and paid on
behalf of the Original Purchaser in connection with the issuance and sale of
the Bond is: $5,000 fee to bank counsel paid by the Issuer.
(b) There are no "finders," as defined in Section 2 I 8 .3 86, Florida Statutes, as

amended, in connection with the issuance of the Bond.
(c) No underwriting fee will be paid to the Original Purchaser by you.
( d) No management fee will be charged by the Original Purchaser in connection

with the issuance of the Bond.
(e) No other fee, bonus or other compensation will be paid by the Original
Purchaser in connection with the issuance of the Bond to any person not
regularly employed or retained by the Original Purchaser (including a
"finder" as defined in Section 218.386, Florida Statutes).
(f) The name and address of the Original Purchaser is:
Bank of America, N.A,

9128 Strada Place, Suite 10110
(g) The Issuer is proposing to issue the Bond for the principal purpose of
financing the acquisition, construction and equipping of various capital
improvements of the Issuer. The Bond is expected to be repaid over
approximately 14.9 years. At a true interest cost of approximately 2.74%,
total interest paid over the life of the Bond will be $2,366,675.00. The
expected source of repayment for the Bond is the ad valorem taxes of the
Issuer. At such interest rate, the Bond will result in an average of
$841,049.08 (representing average annual debt service on the Bond) of such
revenues of the Issuer being expended to pay debt service on the Bond each
year and not being available to finance other services of the Issuer.
Very truly yours,

10
INCUMBENCY CERTIFICATE
I, Kimberly Bruns, Interim City Clerk of the City of Cape Coral, Florida (the
"City"), am delivering this Certificate relating to the issuance of the $10,200,000 City of
Cape Coral, Florida General Obligation Bond (Bank of America), Series 2019. I hereby
certify as follows:
1. The following are now, and have continuously been, since the dates of
beginning of their respective current terms shown below the duly elected, or appointed, as
the case may be, qualified and acting members of the City Council of the City, and the
dates of the beginning and ending of their respective current terms are hereunder correctly
designated opposite their names:
Beginning Date Ending Date

Member of Current Term of Current Term
Joe Coviello, Mayor November 2017 November 2022
John Carioscia November 2015 November 2020
Jessica Cosden November 2015 November 2020
John Gunter November 2017 November 2022
Jennifer Nelson November 2017 November 2022
Dave Stokes November 2017 November 2020
Marilyn Stout November 2015 November 2020
Rick Williams November 2017 November 2022
2. The following are now, and have continuously been, since the dates of
beginning of their respective current terms of office shown below the duly elected or
chosen (as the case may be), qualified and acting officers of the City and the dates of the
beginning and ending of their respective current terms of office are hereunder correctly
designated opposite their names:
Beginning Date Ending Date

of Current of Current
Office Name Term of Office Term of Office
Mayor Joe Coviello November 2017 November 2021
At discretion of
City Manager A. John Szerlag May 2012
the City Council
At discretion of
Interim City Clerk Kimberly Bruns November 2018
the City Manager
Financial Services At discretion of
Victoria L. Bateman January 2011
Director the City Manager
Intehm City Cler~
2
11
SIGNATURE CERTIFICATE
We, the undersigned, DO HEREBY CERTIFY as follows:
1. That Joe Coviello, Mayor of the City of Cape Coral, Florida (the "City") and
Kimberly Bruns, Interim City Clerk of the City, did heretofore cause to be officially
executed $10,200,000 City of Cape Coral, Florida General Obligation Bond (Bank of
America), Series 2019 (the "Bond") of the City.
2. That Joe Coviello, Mayor of the City, has caused to be executed the Bond by
his manual signature, and that said Mayor was on the date he executed the Bond and is now
the duly elected, qualified and acting Mayor of the City.
3. That the Mayor of the City and Interim City Clerk of the City have caused
the official seal of the City to be imprinted on the Bond, said seal imprinted hereon being
the official seal of the City, and that said Interim City Clerk has caused such seal to be
attested by her manual signature, and that said Interim City Clerk was on the date she
executed the Bond and is now the duly qualified Interim City Clerk.
4. That the seal which has been impressed on the Bond and upon this certificate
is the legally adopted, proper and only seal of the City.
WITNESS WHEREOF, we have hereunto set our hands and affixed the official
·~ as of the 22nd day of March, 2019.
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12
GENERAL CERTIFICATE OF THE CITY
We, Joe Coviello, Mayor of the City, and Victoria L. Bateman, CPA, CGFM,
Financial Services Director, of the City of Cape Coral, Florida (the "City"), are delivering
this Certificate in connection with the issuance by the City of its $10,200,000 City of Cape
Coral, Florida General Obligation Bond (Bank of America), Series 2019 (the "Series 2019
Bond"). All capitalized terms not otherwise defined herein shall have the meanings
ascribed thereto in the Loan Agreement dated as of March 22, 2019, between Bank of
America N.A. and the City (the "Agreement"). WE HEREBY CERTIFY as follows:
1. The Bond Referendum Election (as defined in the Resolution) was duly
noticed and held and a majority of the electors voting in the Bond Referendum Election
approved the issuance of general obligation bonds described in such Bond Referendum
Election.
2. The City has complied or is presently in compliance with all agreements

related to the Series 2019 Bond, including, but not limited to, the Agreement and has
satisfied all conditions on its part to be observed or satisfied under the Ordinance and the
Resolution at or prior to the date hereof.
3. The representations, warranties, covenants and agreements of the City

contained in the Referendum Ordinance, the Ordinance, the Resolution and the Agreement
are true and correct in all respects on and as of the date hereof as if made on the date hereof.
4. The City is not presently in default nor has it been in default since
December 31, 197 5 as to the payment of principal or interest with respect to any obligations
issued by it.
5. No litigation or other proceedings are pending or threatened in any court or

other tribunal, state or federal (a) restraining or enjoining, or seeking to restrain or enjoin,
the issuance, sale, execution or delivery of the Series 2019 Bond, or (b) in any way
questioning or affecting the validity of the Bond Referendum Election or any provisions of
the Series 2019 Bond, the Referendum Ordinance, the Ordinance, the Resolution or the
Agreement, or (c) in any way questioning or affecting the validity of any of the proceedings
or authority for the authorization, sale, execution or delivery of the Series 2019 Bond, of
any provision, program or transactions made or authorized for its payment, or (d)
questioning or affecting the levy or collection of the ad valorem taxes to be levied without
limit on all property in the City, to the manner and the extent set forth in the Agreement,
by the City, or (e) questioning or affecting the organization or existence of the City or the
authority of any of its officers to perform all required actions in connection with the
issuance and sale of the Series 2019 Bond as contemplated by the Ordinance and the
Resolution.
6. The City is not in material breach of or material default under any applicable
constitutional provision, law or administrative regulation of the State or the United States
or any applicable judgment or decree or any loan agreement, indenture, bond, note, material
resolution, material agreement or other material instrument to which the City is a party or
to which the City or any of its property or assets is otherwise subject, and no event has
occurred and is continuing that with the passage of time or the giving of notice, or both,
would constitute a default or event of default under any such instrument; and the execution
and delivery of the Series 2019 Bond and the Agreement, the enactment of the Ordinance,
and the adoption of the Resolution and compliance with the provisions on the City's part
contained therein, will not conflict with or constitute a material breach of or default under,
any constitutional provision, law, administrative regulation, judgment, decree, loan
agreement, indenture, bond, note, resolution, agreement or other instrument to which the
City is a party or to which the City or any of its property or assets is otherwise subject, and
any such execution, delivery, adoption or compliance will not result in the creation or
imposition of any lien, charge, or other security interest or encumbrance of any nature
whatsoever upon any of the property or assets of the City under the terms of any such
ordinance, law, regulation or instrument, except as expressly provided by the Series 2019
Bond.
7. Since September 30, 2018, no material adverse change has occurred in the
financial condition of the City and the City has not incurred any material liabilities other
than in the ordinary course of business.
IN WITNESS WHEREOF, we hereunto set our hands as of the 22nd day of

March, 2019
2
13
CERTIFICATE AS TO ARBITRAGE
AND CERTAIN OTHER TAX MATTERS
We, Joe Coviello, Mayor of the City of Cape Coral, Florida (the "City") and Victoria
L. Bateman, CPA, CGFM, Financial Services Director of the City, each being a person
duly charged, together with others, with the responsibility for issuing the $10,200,000 City
of Cape Coral, Florida General Obligation Bond (Bank of America), Series 2019 (the
"Bond"), dated March 22, 2019, and being issued this day, DO HEREBY CERTIFY that:
1. AUTHORIZATION AND DEFINITIONS. The Bond is being issued

pursuant to the authority contained in Chapter 166, Florida Statutes, the Charter of the City,
Ordinance No. 38-18 enacted by the City on June 18, 2018, Ordinance No. 83-18 enacted
by the City on January 7, 2019 (the "Ordinance"), and other applicable provisions of law,
and pursuant to Resolution No. 54-19, adopted by the City on March 18, 2019 (the
"Resolution") and a Loan Agreement dated as of March 22, 2019 (the "Agreement")
between the City and Bank of America, N.A.
The terms defined in the Ordinance, the Resolution and the Agreement shall retain
the meanings set forth therein when used in this Certificate unless the context clearly
indicates another meaning is intended. Other capitalized terms used in this Ce1iificate shall
have the meanings set forth herein or in the Internal Revenue Code of 1986, as amended,
and the applicable Treasury Regulations promulgated thereunder and under the Internal
Revenue Code of 1954, as amended (collectively, the "Code"), or in the Arbitrage Rebate
Statement attached hereto as Exhibit A, in each case unless the context clearly indicates
another meaning is intended.
2. PURPOSE. The Bond is being issued for the principal purposes of

providing moneys to (a) finance various capital improvements, as described in the
Resolution and the Agreement (the "Project"), and (b) pay certain costs of issuance of the
Bond as more particularly described in the Resolution.
3. PAYMENT OF BOND. The City has agreed pursuant to the Resolution to

pay interest on the Bond on September 1 and March 1 of each year, commencing
September 1, 2019, and to pay principal on the Bond annually on March 1 of each year,
commencing on March 1, 2020, all in accordance with the terms of the Agreement.
4. FACTS, ESTIMATES AND CIRCUMSTANCES. On the basis of the

facts, estimates and circumstances in existence on the date hereof, we reasonably expect
the following with respect to the Bond and with respect to the proceeds of the Bond:
(a) NET PROCEEDS.
(i) Total. The amount of proceeds received by the City from the sale of
the Bond (the "Net Proceeds") consists of the principal amount of $10,200,000.00.
(ii) Project Fund Deposit. An amount of the Net Proceeds of the Bond
equal to $10,034,763.00 will be deposited to the Project Fund and will be applied to
pay the costs of the Project.
(iii) Sinking Fund Deposit. An amount of the Net Proceeds of the Bond
equal to $123,437.00 will be deposited to the Sinking Fund and will be used to pay
scheduled interest on the Bond on September 1, 2019.
(iv) Costs of Issuance. An amount of the Net Proceeds of the Bond equal
to $41,800.00 will be held by the City and will be used within six months of the date
hereof to provide for the payment of the expenses of issuing the Bond. Any moneys
on deposit therein upon the expiration of such six months shall be deposited to the
Project Fund.
(b) NO OVERISSUANCE. The Net Proceeds of the Bond ($10,200,000.00),

less payment of the costs of issuance of $48,100.00 will be $10,158,200.00 (the "Original
Proceeds"). Taking into account other available funds, the amount of Original Proceeds
necessary to finance costs of the Project and pay interest on September 1, 2019 equals or
exceeds $10,158,200.00 plus any investment earnings thereon.
( c) AS TO THE PROJECT.
(i) Project Fund. An amount of the Original Proceeds of the Bond equal
to $10,034,763.00 will be deposited in the Project Fund and such amount and the
investment earnings thereon will be used to pay the costs of the Project.
(ii) Use of Proceeds. The City expects to spend all of the Original
Proceeds of the Bond deposited in the Project Fund and any investment proceeds
related thereto on or before March 21, 2022.
(iii) Binding Obligations. The City has spent or expects, within six months
of the date hereof, to spend (or to enter into binding obligations with third parties
obligating the City to spend) from the Original Proceeds of the Bond deposited to
the Project Fund and any investment proceeds thereon, an amount at least equal to
5% of the costs of the Project to be financed from such Original Proceeds in order
to acquire, construct and equip such portion of the Project.
(iv) Due Diligence. Work on the acquisition, construction and equipping

of the Project funded from the Original Proceeds will proceed with due diligence to
the completion thereof.
2
(v) Disposal of Project. The Project is not expected to be sold or disposed
of prior to the last maturity date of the Bond, except such p01iions as may be
disposed of in the normal course of business.
(vi) Reimbursement. The City will not reimburse itself from proceeds of
the Bond for any expenditures made by the City prior to the date the Bond was
issued except for (A) any expenditures that were made within 60 days prior to the
enactment date of Ordinance No. 83-13 (January 7, 2019), and (B) any "preliminary
expenditures" authorized to be reimbursed pursuant to Treasury Regulations Section
1.150-2, provided such expenditures do not exceed $2,040,000.00.
(d) FUNDS AND ACCOUNTS.
(i) Sinking Fund: All ad valorem tax proceeds levied, in accordance with
the Agreement, to pay debt service on the Bond shall be deposited, promptly upon
receipt, into the Sinking Fund. The moneys in the Sinking Fund shall be deposited
and used solely for the purpose of paying debt service on the Bond coming due.
Except for the Sinking Fund, the City has not created or established, and does not
expect to create or establish any fund or account in connection with the Bond that
is reasonably expected to be used to pay debt service on the Bond. The Sinking
Fund will be used primarily to achieve a proper matching of revenues and debt
service within each Bond Year and will be depleted at least annually except for a
reasonable carryover amount not to exceed the greater of (A) one year's earnings on
amounts in the Sinking Fund for the immediately preceding Bond Year, or (B) one-
twelfth of annual debt service on the Bond for the immediately preceding Bond
Year. Amounts deposited in the Sinking Fund will be used to pay debt service on
the Bond within a 13-month period beginning on the date of deposit therein.
(ii) Sinking Fund Earnings. Net interest on any amounts in the Sinking
Fund will be retained in the Sinking Fund and will be expended within one year for
the purposes provided for such Sinking Fund.
(iii) Project Fund. Moneys on deposit in the Project Fund shall be used to
pay costs of the Project and, only to the extent moneys on deposit in the Sinking
Fund are insufficient, to pay scheduled debt service on the Bond.
(iv) No Other Funds. Other than the funds described in this Ceiiificate,
no fund or account has been established pursuant to any instrument which secures
or otherwise relates to the Bond.
5. YIELD.
(a) GENERAL. For purposes of this Certificate, bond yield is, and shall be,
calculated in the manner provided in Treasury Regulations Section 1.148-4, and the
3
provisions therein will be complied with in all respects. The term "bond yield" means,
with respect to a bond or note, the discount rate that when used in computing the present
value of all the unconditionally payable payments of principal and interest and all the
payments for a qualified guarantee paid and to be paid with respect to the bond or note
produces an amount equal to the present value of the issue price of the bond or note. In
computing the purchase price of the Bond, which is equal to the issue price, the City did
not take into consideration the costs of issuance. The purchase price of the Bond, therefore,
is the principal amount of $10,200,000.00. For purposes hereof, yield is, and shall be,
calculated on a 360-day year basis with interest compounded semiannually. As of the date
hereof, the yield on the Bond calculated in the above-described manner is 2.7401 % (the
"Bond Yield"). Such yield calculation has been computed for the City by RBC Capital
Markets, LLC, the financial advisor to the City. It should be noted, however, that such
yield may, under certain circumstances set forth in the Treasury Regulations, be subject to
recalculation.
The purchase price of all obligations other than certain tax-exempt investments
("Taxable Obligations") to which restrictions as to yield or rebate of excess earnings under
this Certificate applies shall be calculated using (i) the price, taking into account discount,
premium, and accrued interest, as applicable, actually paid or (ii) the fair market value if
less than the price actually paid and if such Taxable Obligations were not purchased
directly from the United States Treasury. The City will acquire all such Taxable
Obligations directly from the United States Treasury or in arms length transactions without
regard to any amounts paid to reduce the yield on such Taxable Obligations. The City will
not pay or permit the payment of any amounts to reduce the yield on any Taxable
Obligations.
(b) PROJECT FUND. The amounts set aside to pay costs of the Project,
including any investment earnings thereon, shall be invested without regard to yield
restrictions for a period of not to exceed 36 months from the date of the issuance of the
Bond. Any such amounts not expended within such period shall be invested at a yield not
in excess of the Bond Yield.
(c) SINKING FUND - DEBT SERVICE. Amounts held in the Sinking Fund
which are set aside for the payment of the principal of and interest on the Bond will be
invested without regard to yield restrictions for a period not to exceed 13 months from the
date of deposit of such amounts in such Fund. Any amounts not expended within the period
set forth above shall be subject to yield restrictions.
(d) INVESTMENT EARNINGS. All investment earnings on amounts

deposited in the Sinking Fund may be invested without regard to yield restrictions for a
period not to exceed one year from the date of receipt of the amount earned. Any
investment earnings not expended within the applicable period set forth above shall be
subject to yield restrictions.
4
(e) OTHER FUNDS AND ACCOUNTS. Any other funds and accounts not
described in subsection (b) - (c) of this Section 5 may be invested without regard to yield
restrictions.
(f) YIELD REDUCTION PAYMENTS. Any amounts subject to yield

restrictions may be subject to yield reduction payments pursuant to Treasury Regulations
Section 1.148-5( c).
6. FURTHER CERTIFICATIONS. The City will neither take nor permit any
action which would cause the Bond to become a Private Activity Bond (as such term is
defined in the Code), including, without limitation, any sale, lease, management of similar
use of the Project to or by any person other than a governmental unit. None of the Gross
Proceeds of the Bond is expected to be used directly or indirectly in any trade or business
carried on by any person other than a governmental unit.
No bonds or other obligations of the City (a) were sold in the 15 days preceding the
date of sale of the Bond or (b) were sold or will be sold within the 15 days after the date of
sale of the Bond, pursuant to a common plan of financing with the plan for the issuance of
the Bond and payable out of substantially the same source of revenues.
The City does not expect that the proceeds of the Bond will be used in a manner that
would cause it to be an arbitrage bond under Section 148 of the Code. The City does not
expect that the proceeds of the Bond will be used in a manner that would cause the interest
on the Bond to be includable in the gross income of the holder of the Bond under Section
103 of the Code.
7. REBATE. The City shall establish a rebate fund for the Bond if it has
Rebatable Arbitrage (as defined in Exhibit A hereto) and shall deposit moneys therein as
required by the terms of the Arbitrage Rebate Statement attached hereto as Exhibit A.
Moneys in any such rebate fund shall be held in trust by the City and, subject to the
provisions hereof, shall be held for the benefit of the United States Government as
contemplated under the provisions hereof and shall not constitute part of the trust estate
held for the benefit of the holder of the Bond or the City. The City acknowledges and
agrees to comply with the terms of the Arbitrage Rebate Statement attached hereto as
Exhibit A.
8. AMENDMENTS. The provisions hereof need not be observed and this

Certificate may be amended or supplemented at any time by the City if, in each case, the
City receives an opinion or opinions of Bond Counsel that the failure to comply with such
provisions will not cause, and that the terms of such amendment or supplement will not
cause, the Bond to become an arbitrage bond under Section 148 of the Code, or other
5
applicable section of the Code, or otherwise cause interest on the Bond to become
includable in gross income for federal income tax purposes under the Code.
9. BOND NOT FEDERALLY GUARANTEED. Payment of debt service on

the Bond is not directly or indirectly guaranteed in whole or in part by the United States,
within the meaning of Section 149(b) of the Code. None of the Original Proceeds will be
invested directly or indirectly in federally insured deposits or accounts.
10. BOND NOT A HEDGE BOND. It is reasonably expected that not less than
85% of the Net Proceeds of the Bond allocated to the Project will be used to complete the
Project within three years from the date of issuance of the Bond. Not more than 50% of
such Net Proceeds shall be invested in nonpurpose investments having a substantially
guaranteed yield for four years or more (including but not limited to any investment
contract or fixed yield investment having maturity of four years or more). The reasonable
expectations stated above are not based on and do not take into account any expectations
or assumptions as to the occurrence of changes in market interest rates or of federal tax law
or regulations or rulings thereunder. These reasonable expectations are not based on any
prepayments of items other than items which are customarily prepaid.
11. ADDITIONAL COVENANTS. The City further agrees to (a) impose such
limitations on the investment or use of moneys or investments related to the Bond, (b) make
such rebate payments to the United States Treasury, (c) maintain such records, (d) perform
such calculations, (e) enter into such agreements, and (f) perform such other acts as may
be necessary under the Code to preserve the exclusion from gross income for purposes of
federal income taxation of interest on the Bond, which it may lawfully do.
12. INFORMATION. The City agrees to file all information statements as may
be required by the Code.
13. VALUATION AND MARKET PRICE RULES. In determining the

amounts on deposit in any fund or account for purposes of this Certificate, the purchase
price of the obligations, including accrued interest, shall be added together, and adding to
or subtracting from such purchase prices any discount, computed ratably on an annual
basis. With respect to any amounts required to be restricted as to yield, the "market price
rules" set forth in Exhibit A attached hereto shall apply.
14. NO REPLACEMENT. No portion of the amounts received from issuance,

conversion, sale or remarketing of the Bond will be used as a substitute for other funds
which were otherwise to be used for the purposes for which the Bond is being issued or
which were otherwise to be used to pay debt service on the Bond, and which have been or
will be used to acquire, directly or indirectly, obligations producing a yield in excess of the
Bond Yield. The weighted average maturity of the Bond (8.4681 years) does not exceed
120% of the aggregate average reasonably expected economic life of the Project.
6
15. LIMITATIONS ON PRIVATE USE; REMEDIAL ACTION. Either (a)
the City has not and will not permit the Project to be used by any private non-governmental
entity (a "Private User") to the extent such use exceeds 10% of the Project, or (b) the City
has not and will not (i) secure, directly or indirectly, more than I 0% of either principal or
interest on the Bond by (A) any interest in property used or to be used by any Private User
or (B) any payments in respect of property used or to be used by any Private User, or (ii)
directly or indirectly, cause or permit more than 10% of either principal or interest on the
Bond to be derived from payments (whether or not to the City) in respect of property, or
borrowed money, used or to be used by any Private User. Use by the general public does
not constitute use by Private Users.
No portion of the proceeds of the Bond or any other obligation financed or

refinanced, directly or indirectly, in whole or in part with the proceeds of such obligations
has been or will be loaned, directly or indirectly, by the City or any other person to any
person.
The City will not sell, lease (other than as permitted under the limitations described
above), allow the private management of or otherwise dispose of, directly or indirectly, in
whole or in part, whether for consideration or otherwise, the Project unless prior to any
sale, lease or other disposition, the City receives the approval of Bond Counsel.
In the event that the City takes any action, or fails to take any action, the result of
which would adversely affect the tax-exempt status of the Bond, the City will immediately
take such remedial action as permitted by the Code (including, particularly Sections 141
and 150 thereof) and the regulations thereunder to preserve such tax-exempt status
including, if necessary, the defeasance and/or redemption of all or a portion of the Bond
from funds derived from a source other than tax-exempt obligations.
See Revenue Procedure 201 7-13 which provides rules regarding the use of
management, service or incentive payment contracts between the City and a service
provider regarding the Project.
16. RELIANCE. The City has relied on ce1iain representations made by Bank
of America, N.A. in its certificate attached hereto as Exhibit B. The City is not aware of
any facts or circumstances that would cause it to question the accuracy of such
representations.
17. NO ADVERSE ACTION. The City has neither received notice that this
Certificate may not be relied upon with respect to its issues, nor has it been advised that
any adverse action by the Commissioner of the Internal Revenue Service is contemplated.
To the best of our knowledge and belief there are no facts, estimates or
circumstances other than those expressed herein that materially affect the expectations
herein expressed, and, to the best of our knowledge and belief, the City's expectations are
7
reasonable. We further represent that the City expects and intends to be able to comply
with the provisions and procedures set forth herein, including Section 148 of the Code.
IN WITNESS WHEREOF, we have hereunto set our hands as of 22nd day of

March, 2019.
B y : ~
May~
By:
8
EXHIBIT A
ARBITRAGE REBATE STATEMENT
This Arbitrage Rebate Statement ("Statement") is intended to set forth certain duties
and requirements necessary for compliance with Section 148(±) of the Code to the extent
necessary to preserve the tax-exempt treatment of interest on the $10,200,000 City of Cape
Coral, Florida General Obligation Bond (Bank of America), Series 2019 (the "Bond").
This Statement is based upon Section 148(±) of the Code and by analogy, to the
Regulations. However, it is not intended to be exhaustive.
Since the requirements of such Section 148(±) are subject to amplification and
clarification, it may be necessary to supplement or modify this Statement from time to time
to reflect any additional or different requirements of such Section and the Regulations or
to specify that action required hereunder is no longer required or that some further or
different action is required to maintain or assure the exemption from federal income tax of
interest with respect to the Bond.
For purposes hereof, any covenant relating to a fund, account or subaccount

established under the Agreement (as defined in the Certificate as to Arbitrage and Certain
Other Tax Matters to which this is attached) shall be deemed to apply only to that portion
of such fund, account or subaccount allocable to the Bond.
SECTION 1. TAX COVENANTS. Pursuant to the Resolution, the City has

made certain covenants designed to assure that the interest with respect to the Bond is and
shall remain excludable from gross income for purposes of federal income taxation. The
City shall not, directly or indirectly, use or permit the use of any proceeds of the Bond or
any other funds or take or omit to take any action that would cause the Bond to be an
"arbitrage bond" within the meaning of Section 148 of the Code or that would cause interest
on the Bond to be included in gross income for federal income tax purposes under the
provisions of the Code. The City shall comply with all other requirements as shall be
determined by Bond Counsel to be necessary or appropriate to assure that interest on the
Bond will be excludable from gross income for purposes of federal income taxation. To
that end, the City shall comply with all requirements of Section 148 of the Code to the
extent applicable to the Bond.
SECTION 2. DEFINITIONS. Capitalized terms used herein, not otherwise

defined herein, shall have the same meanings set forth in the Resolution and in the City's
Certificate as to Arbitrage and Certain Other Tax Matters relating to the Bond.
"Bond Counsel" means Nabors, Giblin & Nickerson, P.A., Tampa, Florida or such
other firm of nationally recognized bond counsel as may be selected by the City.
"Bond Year" means any one-year period (or shorter period from the Issue Date)
ending on the close of business on the day preceding the anniversary of the Issue Date.
"Code" means the Internal Revenue Code of 1986, as amended.
A-1
"Computation Date" means each date selected by the City as a computation date
pursuant to Section 1.148-3(e) of the Regulations and the Final Computation Date.
"Fair Market Value" means, when applied to a Nonpurpose Investment, the Fair
Market Value of such Investment as determined in accordance with Section 4 hereof.
"Final Computation Date" means the date the Bond is discharged.
"Gross Proceeds" means, with respect to the Bond;
(1) Amounts constituting Sale Proceeds of the Bond.
(2) Amounts constituting Investment Proceeds of the Bond.
(3) Amounts constituting Transferred Proceeds of the Bond.
(4) Other amounts constituting Replacement Proceeds of the Bond,

including Pledged Moneys.
"Investment Proceeds" means any amounts actually or constructively received

from investing proceeds of the Bond.
"Investment Property" shall have the meaning as ascribed to such term in Section
148(b )(2) of the Code, which includes any security, obligation or other property held
principally as a passive vehicle for the production of income, within the meaning of Section
1.148-1 (e) of the Regulations.
"Issue Date" means March 22, 2019.
"Net Proceeds" means Sale Proceeds, less the portion of such Proceeds invested in
a reasonably required reserve or replacement fund under the Code.
"Nonpurpose Investment" means any Investment Property in which Gross

Proceeds are invested which is not acquired to carry out the governmental purpose of the
Bond, e.g., obligations acquired with Gross Proceeds that are invested temporarily until
needed for the governmental purpose of the Bond, that are used to discharge a prior issue,
or that are invested in a reasonably required reserve or replacement fund, as referenced in
Section 1.148-1 (b) of the Regulations.
"Nonpurpose Payments" shall include the payments with respect to Nonpurpose

Investments specified in Section l.148-3(d)(l)(i)-(v) of the Regulations.
"Nonpurpose Receipts" shall include the receipts with respect to Nonpurpose

Investments specified in Section 1.148-3( d)(2)(i)-(iii) of the Regulations.
A-2
"Pledged Moneys" means moneys that are reasonably expected to be used directly
or indirectly to pay debt service on the Bond or as to which there is a reasonable assurance
that such moneys or the earnings thereon will be available directly or indirectly to pay debt
service on the Bond if the City encounters financial difficulties.
"Pre-Issuance Accrued Interest" means amounts representing interest that has

accrued on an obligation for a period of not greater than one year before its issue date but
only if those amounts are paid within one year after the Issue Date.
"Proceeds" means any Sale Proceeds, Investment Proceeds and Transferred

Proceeds of the Bond.
"Qualified Administrative Costs means reasonable, direct administrative costs,

other than carrying costs, such as separately stated brokerage and selling commissions that
are comparable to those charged nongovernmental entities in transactions not involving
tax-exempt bond proceeds, but not legal and accounting fees, recordkeeping, custody or
similar costs. In addition, with respect to a guaranteed investment contract or investments
purchased for a yield restricted defeasance escrow, such costs will be considered
reasonable if ( 1) the amount of the fee the Issuer treats as a Qualified Administrative Cost
does not exceed the lesser of (a) $41,000 (for calendar year 2019), and (b) 0.2% of the
"computational base," or, if more, $4,000; and (2) the Issuer does not treat as Qualified
Administrative Costs more than $115,000 (for calendar year 2019) in brokers' commissions
or similar fees with respect to all guaranteed investment contracts and investments for yield
restricted defeasance escrows purchased with Gross Proceeds of the issue. For purposes
of this definition only, "computational base" shall mean, with respect to guaranteed
investment contracts, the amount of Gross Proceeds the Issuer reasonably expects, as of
the date the contract is acquired, to be deposited in the guaranteed investment contract over
the term of the contract and for investments other than guaranteed investment contracts,
"computational base" shall mean the amount of Gross Proceeds initially invested in such
investments. The above-described safe harbor dollar amounts shall be increased each
calendar year for cost-of-living adjustments pursuant to Section 1.148-5(e) of the
Regulations.
"Rebatable Arbitrage" means, as of any Computation Date, the excess of the

future value of all Nonpurpose Receipts over the future value of all Nonpurpose Payments.
"Rebate Fund" means the Rebate Fund described in Section 3(b) hereof.
"Regulations" means Treasury Regulations Sections 1.148-0 through 1.148-11,

1.149(b)-l and (d)-1, and 1.150-0 through 1.150-2, as amended, and any regulations
amendatory, supplementary or additional thereto.
"Replacement Proceeds" means amounts that have a sufficiently direct nexus to

the Bond or to the governmental purpose of the Bond to conclude that the amounts would
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have been used for that governmental purpose if the Proceeds of the Bond were not used
or to be used for that governmental purpose. For this purpose, governmental purposes
include the expected use of amounts for the payment of debt service on a particular date.
The mere availability or preliminary earmarking of amounts for a governmental purpose,
however, does not in itself establish a sufficient nexus to cause those amounts to be
Replacement Proceeds. Replacement Proceeds include, but are not limited to, amounts
held in a sinking fund or a pledged fund. For these purposes, an amount is pledged to pay
principal of or interest on the Bond if there is reasonable assurance that the amount will be
available for such purposes in the event that the City encounters financial difficulties.
"Sale Proceeds" means any amounts actually or constructively received by the City
from the sale of the Bond, including amounts used to pay underwriter's discount or
compensation and interest other than Pre-Issuance Accrued Interest. Sale Proceeds shall
also include, but are not limited to, amounts derived from the sale of a right that is
associated with the Bond and that is described in Section l .148-4(b )( 4) of the Regulations.
"Tax-Exempt Investment" means (i) an obligation the interest on which is

excluded from gross income pursuant to Section 103 of the Code, (ii) United States
Treasury-State and Local Government Series, Demand Deposit Securities, and (iii) stock
in a tax-exempt mutual fund as described in Section 1.150-1 (b) of the Regulations. Tax-
Exempt Investment shall not include a specified private activity bond as defined in
Section 57(a)(5)(C) of the Code. For purposes of this Statement, a tax-exempt mutual fund
includes any regulated investment company within the meaning of Section 851 (a) of the
Code meeting the requirements of Section 852( a) of the Code for the applicable taxable
year; having only one class of stock authorized and outstanding; investing all of its assets
in tax-exempt obligations to the extent practicable; and having at least 98% of (1) its gross
income derived from interest on, or gain from the sale of or other disposition of, tax-exempt
obligations or (2) the weighted average value of its assets represented by investments in
tax-exempt obligations.
"Transferred Proceeds" shall have the meanmg provided therefor m

Section 1.148-9 of the Regulations.
"Universal Cap" means the value of the then outstanding Bond.
"Value" (of the Bond) means with respect to the Bond issued with not more than
two percent original issue discount or original issue premium, the outstanding principal
amount, plus accrued unpaid interest; for any other Bond, its present value.
"Value" (of an Investment) shall have the following meaning in the following
circumstances:
(1) General Rules. Subject to the special rules in the following paragraph, an
issuer may determine the value of an investment on a date using one of the following
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valuation methods consistently applied for all purposes relating to arbitrage and rebate with
respect to that investment on that date:
(a) an investment with not more than two percent original issue discount
or original issue premium may be valued at its outstanding stated principal amount,
plus accrued unpaid interest on such date;
(b) a fixed rate investment may be valued at its present value on such date;
and
(c) an investment may be valued at its Fair Market Value on such date.
(2) Special Rules. Yield restricted investments are to be valued at present value
provided that (except for purposes of allocating Transferred Proceeds to an issue, for
purposes of the Universal Cap and for investments in a commingled fund other than a bona
fide debt service fund unless it is a certain commingled fund):
(a) an investment must be valued at its Fair Market Value when it is first
allocated to an issue, when it is disposed of and when it is deemed acquired or
deemed disposed of, and provided further that;
(b) in the case of Transferred Proceeds, the Value of a Nonpurpose

Investment that is allocated to Transferred Proceeds of a refunding issue on a
transfer date may not exceed the Value of that investment on the transfer date used
for purposes of applying the arbitrage restrictions to the refunded issue.
"Yield on the Bond" or "Bond Yield" means, for all Computation Dates, the Yield
expected as of the date hereof on the Bond over the term of such Bond computed by:
( 1) using as the purchase price of the Bond, the amount at which such Bond was
sold to the public within the meaning of Sections 1273 and 1274 of the Code; and
(2) assuming that the Bond will be paid at its scheduled maturity dates or in
accordance with any mandatory redemption requirements.
"Yield" means, generally, the discount rate which, when used in computing the
present value of all the unconditionally payable payments of principal and interest on an
obligation and all the payments for qualified guarantees paid and to be paid with respect to
such obligation, produces an amount equal to the present value of the issue price of such
obligation. Present value is computed as of the date of issue of the obligation. There are,
however, many additional specific rules contained in the Regulations which apply to the
calculation and recalculation of yield for particular obligations and such rules should be
consulted prior to calculating the yield for the Bond on any Computation Date. Yield shall
be calculated on a 360-day year basis with interest compounded semi-annually. For this
purpose the purchase price of a Nonpurpose Investment or a Tax-Exempt Investment is its
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Fair Market Value, as determined pursuant to Section 4 of this Statement, as of the date
that it becomes allocated to Gross Proceeds of the Bond.
SECTION 3. REBATE REQUIREMENTS.
(a) The City shall pay to the United States Government at the times and in the
amounts determined hereunder, the Rebatable Arbitrage. For purposes of determining the
Rebatable Arbitrage, the City shall make such calculations or cause the calculations to be
made by competent tax counsel or other financial or accounting advisors or persons to
ensure correct application of the rules contained in the Code and the Regulations relating
to arbitrage rebate.
(b) If there is any Rebatable Arbitrage, the City shall establish an account
separate from any other fund or account designated the "Rebate Fund." The City or its
designated agent shall administer the Rebate Fund and continuously invest all amounts
held in the Rebate Fund in Authorized Investments (as defined in the Resolution) or Tax-
Exempt Investments.
(c) Within 30 days after any Computation Date, the City shall calculate or cause
to be calculated the Rebatable Arbitrage or any penalty due pursuant to Section 3(f) hereof.
Immediately following such calculations, but in no event later than 60 days following the
Computation Date (90 days in the case of any penalty payment due pursuant to Section 3(f)
hereof), the City shall remit an amount which when added to the future value of previous
rebate payments shall not be less than 90% ( I 00% with respect to the Computation Date
on the final repayment or retirement of the Bond) of the Rebatable Arbitrage or 100% of
any penalty due pursuant to Section 3(f) hereof as of the applicable Computation Date.
Each payment shall be accompanied by Internal Revenue Service Form 8038-T.
(d) The obligation to pay Rebatable Arbitrage to the United States, as described
herein, shall be treated as satisfied with respect to the Bond if (i) Gross Proceeds are
expended for the governmental purpose of the Bond by no later than the date which is six
months after the Issue Date and if it is not anticipated that any other Gross Proceeds will
arise during the remainder of the term of the Bond and (ii) the requirement to pay Rebatable
Arbitrage, if any, to the United States with respect to the portion of the Reserve Account
allocable to the Bond is met. For purposes described above, Gross Proceeds do not include
(i) amounts deposited in a bona fide debt service fund, so long as the funds therein
constitute bona fide debt service funds, or a reasonably required reserve or replacement
fund (as defined in Section 1. 148-1 of the Regulations and meeting the requirements of
Section l. l 48-2(f) of the Regulations), (ii) amounts that, as of the Issue Date, are not
reasonably expected to be Gross Proceeds but that become Gross Proceeds after the date
which is six months after the Issue Date, (iii) amounts representing Sale or Investment
Proceeds derived from any Purpose Investment (meeting the requirements of
Section l.148-2(f) of the Regulations) and earnings on those payments, and (iv) amounts
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representing any repayments of grants (as defined in Section 1.148-6(d)( 4) of the
Regulations). If Gross Proceeds are in fact expended by such date, then, except as to the
Reserve Account, Rebatable Arbitrage with respect to such Gross Proceeds need not be
calculated and no payment thereof to the United States Department of Treasury need be
made. Use of Gross Proceeds to redeem the Bond shall not be treated as an expenditure of
such Gross Proceeds.
Notwithstanding the foregoing, if Gross Proceeds which were reasonably expected

to be Gross Proceeds on the Issue Date actually become available after the date which is
six months after the Issue Date, then the requirements described herein relating to the
calculation of Rebatable Arbitrage and the payment thereof to the United States must be
satisfied, except that no such calculation or payment need be made with respect to the initial
six-month period. Any other amounts not described in this Section 3(d) which constitute
proceeds of the Bond, other than a bona fide debt service fund, will be subject to rebate.
(e) As an alternative to Section 3(d) above, the obligation of the City to pay
Rebatable Arbitrage to the United States, as described herein, shall be treated as satisfied
with respect to the Bond if (i) the rebate requirement is met for all proceeds of the Bond
other than Gross Proceeds (as defined in Section 3(d) hereof) and (ii) the Gross Proceeds
of the Bond are expended for the governmental purposes of the issue within the periods set
forth below:
(i) at least 15% of such Gross Proceeds of the Bond are spent within the
six-month period beginning on the Issue Date;
(ii) at least 60% of such Gross Proceeds of the Bond are spent within the
I-year period beginning on the Issue Date; and
(iii) at least 100% of such Gross Proceeds of the Bond are spent within the
18-month period beginning on the Issue Date.
As set forth in Section 1.148-7( d)(2) of the Regulations, for purposes of the
expenditure requirements set forth in this Section 3(e ), 100% of the Gross Proceeds of the
Bond shall be treated as expended for the governmental purposes of the issue within the
18-month period beginning on the Issue Date if such requirement is met within the 30-
month period beginning on the Issue Date and such requirement would have been met
within such 18-month period but for a reasonable retainage (not exceeding 5% of the Net
Proceeds of the Bond). If Gross Proceeds are in fact expended by such dates, then
Rebatable Arbitrage need not be calculated and no payment thereof to the United States
Department of Treasury need be made. Any failure to satisfy the final spending
requirement shall be disregarded if the City exercises due diligence to complete the Project
refirn;mced by the Bond and the amount of the failure does not exceed the lesser of (i) 3%
of the issue price of the Bond or (ii) $250,000. Use of Gross Proceeds to redeem the Bond
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shall not be treated as an expenditure of such Gross Proceeds. For purposes of this
Section 3(e), "Gross Proceeds" shall be modified as described in Section 3( d) above.
(f) As an alternative to Sections 3( d) and ( e) above, the obligation to pay

Rebatable Arbitrage to the United States, as described herein, shall be treated as satisfied
with respect to the Bond if the Available Construction Proceeds (as defined in Section
l 48(f)( 4)(C)(vi) of the Code and described below) are expended for the governmental
purposes of the issue within the periods set forth below:
(i) at least I 0% of such Available Construction Proceeds are spent within

the six-month period beginning on the Issue Date;
(ii) at least 45% of such Available Construction Proceeds are spent within
the 1-year period beginning on the Issue Date;
(iii) at least 7 5% of such Available Construction Proceeds are spent within

the eighteen-month period beginning on the Issue Date; and
(iv) at least 100% of such Available Construction Proceeds are spent

within the 2-year period beginning on the Issue Date.
For purposes of this Section 3(f), the term Available Construction Proceeds means the Net
Proceeds of the Bond, increased by earnings on such Net Proceeds, and earnings on all of
the foregoing earnings, and reduced by the amount of such Net Proceeds deposited to the
Reserve Account and amounts used to pay issuance costs. Any amounts which constitute
proceeds of the Bond other than Available Construction Proceeds and amounts on deposit
in a bona fide debt service fund will be subject to rebate.
As set forth in Section 148(f)(4)(C)(iii) of the Code, for purposes of the expenditure
requirements set f01ih in this Section 3(f), 100% of Available Construction Proceeds of the
Bond shall be treated as expended for the governmental purposes of the issue within the
2-year period beginning on the Issue Date if such requirement is met within the 3-year
period beginning on the Issue Date and such requirement would have been met within such
2-year period but for a reasonable retainage (not exceeding 5% of the Net Proceeds of the
Bond). Use of Available Construction Proceeds to redeem the Bond shall not be treated as
an expenditure of such Available Construction Proceeds.
Any failure to satisfy the final spending requirement shall be disregarded if the City
exercises due diligence to complete the Project financed by the Bond and the amount of
the failure does not exceed the lesser of (i) 3% of the issue price of the Bond or
(ii) $250,000.
For purposes of Section l 48(f)(4)(C)(vii) of the Code, in the event the City fails to
meet the expenditure requirements referred to above, the City may elect to pay, in lieu of
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the Rebatable Arbitrage otherwise required to be paid with respect to such Gross Proceeds,
a penalty with respect to the close of each 6-month period after the Issue Date equal to
1.5% of the amount of the Available Construction Proceeds of the Bond which, as of the
close of such period, are not spent as required by the expenditure provisions set forth above.
The penalty referred to above shall cease to apply only after the Bond (including any
refunding bonds issued with respect thereto) is no longer outstanding. The City makes no
election in regard to the above-described penalty.
In order to qualify for the exemption from the obligation to pay Rebatable Arbitrage
to the United States pursuant to this Section 3(f), at least 75% of the Available Construction
Proceeds must be used for construction expenditures (as defined in Section l.148-7(g) of
the Regulations) with respect to property which is owned by a governmental unit or an
organization described in Section 50l(c)(3) of the Code. The term "construction" includes
reconstruction and rehabilitation of existing property and rules similar to the rules of
Section l 42(b )(1 )(B) of the Code shall apply. If only a portion of an issue is to be used for
construction expenditures, such p01iion and the other portion of such issue may, at the
election of the issuer, be treated as separate issues for purposes of this Section 3(f)
(although the remaining p01iion may not be entitled to the benefits of Section 3(d) hereof).
(g) The City shall keep proper books of records and accounts containing
complete and correct entries of all transactions relating to the receipt, investment,
disbursement, allocation and application of the moneys related to the Bond, including
moneys derived from, pledged to, or to be used to make payments on the Bond. Such
records shall, at a minimum, be adequate to enable the City or its consultants to make the
calculations for payment of Rebatable Arbitrage as required by this Statement. The records
required to be maintained under this Section 3(g) shall be retained by the City until six
years after the retirement of the last obligation of the Bond or for such other period as the
United States Treasury may by regulations otherwise provide. Such records shall at least
specify the account or fund to which each investment ( or portion thereof) is to be allocated
and shall set forth, in the case of each investment security, (i) its purchase price (including
the amount of accrued interest to be stated separately), (ii) identifying information,
including par amount, coupon rate, and payment dates, (iii) the amount received at maturity
or its sale price, as the case may be, including accrued interest, (iv) the amounts and dates
of any payments made with respect thereto, (v) the dates of acquisition and disposition or
maturity, (vi) the amount of original issue discount or premium (if any), (vii) the frequency
of periodic payments (and actual dates and amounts of receipts), (viii) the period of
compounding, (ix) the transaction costs (e.g., commissions) incurred in acquiring, carrying
or disposing of the Nonpurpose Investments, and (x) market price data sufficient to
establish that the purchase price ( disposition price) was not greater than (less than) the
arm's-length price (see Section 4 below) on the date of acquisition ( disposition) or, if
earlier, on the date of a binding contract to acquire (dispose of) such Nonpurpose
Investment.
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SECTION 4. MARKET PRICE RULES. Except as provided below, the
City agrees to comply with the requirements relating to the "Fair Market Value" of acquired
Nonpurpose Investments, as defined in Section 1.148-5(d) of the Regulations ("Fair Market
Value"). All investments required to be made pursuant to this Statement shall be made to
the extent permitted by law. In this regard, the City agrees, among other things, that it will
not acquire or cause to be acquired a Nonpurpose Investment (or any other investment
acquired with Gross Proceeds or on deposit in the Rebate Fund) for a price in excess of its
Fair Market Value or sell any such investment at a price (determined without any reduction
for transaction costs) less than its Fair Market Value, except as provided below. For this
purpose, the following rules shall apply:
(a) Established securities markets. Except as otherwise provided below, any

market especially established to provide a security m obligation to an issuer of municipal
obligations shall not be treated as an established market and shall be rebuttably presumed
to be acquired or disposed of for a price that is not its Fair Market Value.
(b) Arm's-length price. Any transaction in which a Nonpurpose Investment is

directly purchased with Gross Proceeds, or in which a Nonpurpose Investment allocable to
Gross Proceeds is disposed of, shall be undertaken in an arm's-length manner, and no
amount shall be paid to reduce the yield on the Nonpurpose Investment.
(c) Safe harbor for establishing Fair Market Value for guaranteed investment
contracts and Nonpurpose Investments purchased for a yield restricted defeasance escrow.
In the case of a guaranteed investment contract or Nonpurpose Investments purchased for
a yield restricted defeasance escrow, the purchase price shall not be considered to be an
arm's-length price unless all the following conditions are met:
(i) The City makes a bona fide Request for Bids ("Bona Fide Request for
Bids") for the purchase of the investment that satisfies all of the following
requirements:
( 1) The bid specifications are in writing and are timely forwarded

to potential providers;
(2) The bid specifications include all terms of the bid that may
directly or indirectly affect the yield or the cost of the investment;
(3) The bid specifications include a statement notifying potential

providers that submission of a bid is a representation that the potential
provider did not consult with any other potential provider about its bid, that
the bid was determined without regard to any other formal or informal
agreement that the potential provider has with the City or any other person
(whether or not in connection with the bond issue), and that the bid is not
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being submitted solely as a courtesy to the City or any other person for
purposes of satisfying these requirements;
(4) The terms of the bid specifications are such that there is a
legitimate business purpose for each term other than to increase the purchase
price or reduce the yield of the investment (e.g., for Request for Bids of
Nonpurpose Investments for a yield restricted defeasance escrow, the hold
firm period must be no longer than the City reasonably requires);
(5) For purchases of guaranteed investment contracts only, the

terms of the Request for Bids take into account the City's reasonably
expected deposit and draw down schedule for the amounts to be invested;
(6) All potential providers have an equal oppmiunity to bid (e.g.,

no potential provider is given the opportunity to review other bids before
providing a bid); and
(7) At least three providers are solicited for bids that have an
established industry reputation as a competitive provider of the type of
investments being purchased.
(ii) The bids received by the City must meet all of the following
requirements:
(1) The City receives at least three bids from providers that the
City solicited under a Bona Fide Request for Bids and that do not have a
material financial interest in the issue. A lead underwriter in a negotiated
underwriting transaction is deemed to have a material financial interest in the
issue until 15 days after the issue date of the issue. In addition, any entity
acting as a financial advisor with respect to the purchase of the investment at
the time the bid specifications are forwarded to potential providers has a
material financial interest in the issue. A provider that is a related party to a
provider that has a material financial interest in the issue is deemed to have
a material financial interest in the issue.
(2) At least one of the three bids described in paragraph (c) (ii)(l)
above is from a provider that has an established industry reputation as a
competitive provider of the type of investments being purchased; and
(3) If the City uses an agent to conduct the bidding process, the
agent did not bid to provide the investment.
(iii) The winning bid must meet the following requirements:
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(I) Guaranteed investment contracts. If the investment is a
guaranteed investment contract, the winning bid is the highest yielding bona
fide bid (determined net of any broker's fees).
(2) Other Nonpurpose Investments. If the investment is not a

guaranteed investment contract, the following requirements are met:
(A) The winning bid is the lowest cost bona fide bid
(including any broker's fees). The lowest bid is either the lowest cost
bid for the portfolio or, if the City compares the bids on an investment-
by-investment basis, the aggregate cost of a portfolio comprised of the
lowest cost bid for each investment. Any payment received by the
City from a provider at the time a guaranteed investment contract is
purchased ( e.g., an escrow float contract) for a yield restricted
defeasance escrow under a bidding procedure meeting these
requirements is taken into account in determining the lowest cost bid.
(B) The lowest cost bona fide bid (including any broker's
fees) is not greater than the cost of the most efficient portfolio
comprised exclusively of State and Local Government Series
Securities from the United States Department of the Treasury, Bureau
of Public Debt. The cost of the most efficient portfolio of State and
Local Government Series Securities is to be determined at the time
that bids are required to be submitted pursuant to the terms of the bid
specifications. If such State and Local Government Series Securities
are not available for purchase on the day that bids are required to be
submitted because sales of those securities have been suspended, the
cost comparison described in this paragraph is not required.
(iv) The provider of the investments or the obligor on the guaranteed

investment contract certifies the administrative costs that it pays (or expects to pay)
to third parties in connection with supplying the investment.
(d) The City shall retain certificates and records documenting compliance with
the above requirements until three years after the last outstanding Bond is redeemed
including, but not limited to, the following:
(i) For purchases of guaranteed investment contracts, a copy of the

contract, and for purchases of Nonpurpose Investments other than guaranteed
investment contracts, the purchase agreement or confirmation;
(ii) The receipt or other record of the amount actually paid by the City for
the investments, including a record of any administrative costs paid by the City and
the certification required in paragraph (c )(iv) above;
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(iii) For each bid that is submitted, the name of the person and entity
submitting the bid, the time and date of the bid, and the bid results;
(iv) The bid Request for Bids form and, if the terms of the purchase
agreement or the guaranteed investment contract deviated from the bid Request for
Bids form or a submitted bid is modified, a brief statement explaining the deviation
and stating the purpose for the deviation; and
(v) For purchase of Nonpurpose Investments other than guaranteed

investment contracts, the cost of the most efficient portfolio of State and Local
Government Series Securities, determined at the time that the bids were required to
be submitted.
SECTION 5. MODIFICATION UPON RECEIPT OF BOND

COUNSEL OPINION. Notwithstanding any provision of this Statement, if the City shall
receive an opinion of Bond Counsel that any specified action required under this Statement
is no longer required or that some further or different action is required to maintain or
assure the exclusion from federal gross income of interest with respect to the Bond, the
City may conclusively rely on such opinion in complying with the requirements of this
Statement and the covenants herein shall be deemed to be modified to that extent. This
Statement shall be amended or modified by the parties hereto in any manner which is
necessary to comply with such regulations as may be promulgated by the United States
Treasury Department from time to time.
SECTION 6. ACCOUNTING FOR GROSS PROCEEDS. In order to

perform the calculations required by the Code and the Regulations, it is necessary to track
the investment and expenditure of all Gross Proceeds. To that end, the City must adopt
reasonable and consistently applied methods of accounting for all Gross Proceeds.
Appendix I hereto sets forth a description of the required allocation and accounting rules
with which the City agrees to comply.
SECTION 7. ADMINISTRATIVE COSTS OF INVESTMENTS. Except

as otherwise provided in this Section 7, an allocation of Gross Proceeds to a payment or
receipt on a Nonpurpose Investment is not adjusted to take into account any costs or
expenses paid, directly or indirectly, to purchase, carry, sell or retire the Nonpurpose
Investment (administrative costs). Thus, administrative costs generally do not increase the
payments for, or reduce the receipts from, Nonpurpose Investments.
In determining payments and receipts on Nonpurpose Investments, Qualified

Administrative Costs are taken into account by increasing payments for, or reducing the
receipts from, the Nonpurpose Investments. Qualified Administrative Costs are
reasonable, direct administrative costs, other than carrying costs, such as separately stated
brokerage or selling commissions, but not legal and accounting fees, recordkeeping,
custody and similar costs. General overhead costs and similar indirect costs of the City
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such as employee salaries and office expenses and costs associated with computing
Rebatable Arbitrage are not Qualified Administrative Costs.
Allocation and accounting rules are provided in Appendix I attached hereto.
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APPENDIX I
ALLOCATION AND ACCOUNTING RULES
(a) General Rule. Any issuer may use any reasonable, consistently applied
accounting method to account for Gross Proceeds, investments and expenditures of an
issue. An accounting method is "consistently applied" if it is applied uniformly within a
Fiscal Period (as hereinafter defined) and between Fiscal Periods to account for Gross
Proceeds of an issue and any amounts that are in a commingled fund.
(b) Allocation of Gross Proceeds to an Issue. Amounts are allocable to only one
issue at a time as Gross Proceeds. Amounts cease to be allocated to an issue as Proceeds
only when those amounts (i) are allocated to an expenditure for a governmental purpose;
(ii) are allocated to Transferred Proceeds of another issue of obligations; or (iii) cease to
be allocated to that issue at retirement of the issue or under the Universal Cap.
( c) Allocation of Gross Proceeds to Investments. Upon the purchase or sale of

a Nonpurpose Investment, Gross Proceeds of an issue are not allocated to a payment for
that Nonpurpose Investment in an amount greater than, or to a receipt from that
Nonpurpose Investment in an amount less than, the Fair Market Value of the Nonpurpose
Investment as of the purchase or sale date. The Fair Market Value of a Nonpurpose
Investment is adjusted to take into account Qualified Administrative Costs allocable to the
investment. Thus, Qualified Administrative Costs increase the payments for, or decrease
the receipts from, a Nonpurpose Investment.
(d) Allocation of Gross Proceeds to Expenditures. Reasonable accounting

methods for allocating funds from different sources to expenditures for the same
governmental purpose include a "specific tracing" method, a "gross-proceeds-spent-first"
method, a "first-in-first-out" method or a ratable allocation method, so long as the method
used is consistently applied. An allocation of Gross Proceeds of an issue to an expenditure
must involve a current outlay of cash for a governmental purpose of the issue. A current
outlay of cash means an outlay reasonably expected to occur not later than five banking
days after the date as of which the allocation of Gross Proceeds to the expenditure is made.
(e) Commingled Funds. Any fund or account that contains both Gross Proceeds
of an issue and amounts in excess of $25,000 that are not Gross Proceeds of that issue if
the amounts in the fund or account are invested and accounted for collectively, without
regard to the source of the funds deposited therein, constitutes a "commingled fund." All
payments and receipts (including deemed payments and receipts) on investments held by
a commingled fund must be allocated (but not necessarily distributed) among each different
source of funds invested in the commingled fund in accordance with a consistently applied,
reasonable ratable allocation method. Reasonable ratable allocation methods include,
without limitation, methods that allocate payments and receipts in proportion to either (i)
the average daily balances of the amounts in the commingled fund from each different
source of funds during any consistent time period within its fiscal year, but at least quarterly
(the "Fiscal Period"); or (ii) the average of the beginning and ending balances of the
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amounts in the commingled fund from each different source of funds for a Fiscal Period
that does not exceed one month.
Funds invested in the commingled fund may be allocated directly to expenditures

for governmental purposes pursuant to a reasonable consistently applied accounting
method. If a ratable allocation method is used to allocate expenditures from the
commingled fund, the same ratable allocation method must be used to allocate payments
and receipts on investments in the commingled fund.
Generally a commingled fund must treat all its investments as if sold at Fair Market
Value either on the last day of the fiscal year or on the last day of each Fiscal Period. The
net gains or losses from these deemed sales of investments must be allocated to each
different source of funds invested in the commingled fund during the period since the last
allocation. This mark-to-market requirement does not apply if (i) the remaining weighted
average maturity of all investments held by a commingled fund during a particular fiscal
year does not exceed 18 months, and the investments held by the commingled fund during
that fiscal year consist exclusively of obligations; or (ii) the commingled fund operated
exclusively as a reserve fund, sinking fund or replacement fund for two or more issues of
the same issuer. Subject to the Universal Cap limitation, and the principle that amounts
are allocable to only one issue at a time as Gross Proceeds, investments held by a
commingled fund must be allocated ratably among the issues served by the commingled
fund in proportion to either (i) the relative values of the bonds of those issues; (ii) the
relative amounts of the remaining maximum annual debt service requirements on the
outstanding principal amounts of those issues; or (iii) the relative original stated principal
amounts of the outstanding issues.
(f) Universal Cap. Amounts that would otherwise be Gross Proceeds allocable
to an issue are allocated (and remain allocated) to the issue only to the extent that the Value
of the Nonpurpose Investments allocable to those Gross Proceeds does not exceed the
Value of all outstanding bonds of the issue. Non purpose Investments allocated to Gross
Proceeds in a bona fide debt service fund for an issue are not taken into account in
determining the Value of the Nonpurpose Investments, and those Nonpurpose Investments
remain allocated to the issue. To the extent that the Value of the Nonpurpose Investments
allocable to the Gross Proceeds of an issue exceed the Value of all outstanding bonds of
that issue, an issuer should seek the advice of Bond Counsel for the procedures necessary
to comply with the Universal Cap.
(g) Expenditure for Working Capital Purposes. Subject to certain exceptions,

the Proceeds of an issue may only be allocated to "working capital expenditures" as of any
date to the extent that those expenditures exceed "available amounts" as of that date (i.e.,
"proceeds-spent-last").
For purposes of this section, "working capital expenditures" include all expenditures
other than "capital expenditures." "Capital expenditures" are costs of a type properly
A-1-2
chargeable (or chargeable upon proper election) to a capital account under general federal
income tax principles. Such costs include, for example, costs incurred to acquire, construct
or improve land, buildings and equipment having a reasonably expected useful life in
excess of one year. Thus, working capital expenditures include, among other things,
expenditures for current operating expenses and debt service.
For purposes of this section, "available amount" means any amount that is available
to an issuer for working capital expenditure purposes of the type financed by the issue.
Available amount excludes Proceeds of the issue but includes cash, investments and other
amounts held in accounts or otherwise by an issuer for working capital expenditures of the
type being financed by the issue without legislative or judicial action and without a
legislative, judicial or contractual requirement that those amounts be reimbursed.
Notwithstanding the preceding sentence, a "reasonable working capital reserve" is treated
as unavailable. A working capital reserve is reasonable if it does not exceed five percent
of the actual working capital expenditures of an issuer in the fiscal year before the year in
which the determination of available amounts is made. For purpose of the preceding
sentence only, in determining the working capital expenditures of an issuer for a prior fiscal
year, any expenditures (whether capital or working capital expenditures) that are paid out
of current revenues may be treated as working capital expenditures.
The proceeds-spent-last requirement does not apply to expenditures to pay (i) any
Qualified Administrative Costs; (ii) fees for qualified guarantees of the issue or payments
for a qualified hedge for the issue; (iii) interest on the issue for a period commencing on
the Issue Date and ending on the date that is the later of three years from the Issue Date or
one year after the date on which the Project is placed in service; (iv) the United States for
yield reduction payments (including rebate payments) or penalties for the failure to meet
the spend down requirements associated with certain spending exceptions to the rebate
requirement; (v) costs, other than those described in (i) through (iv) above, that do not
exceed five percent of the Sale Proceeds of an issue and that are directly related to capital
expenditures financed by the issue (e.g., initial operating expenses for a new capital
Project); (vi) principal or interest on an issue paid from unexpected excess sale or
Investment Proceeds; (vii) principal or interest on an issue paid from investment earnings
on a reserve or replacement fund that are deposited in a bona fide debt service fund; and
(viii) principal, interest or redemption premium on a prior issue and, for a crossover
refunding issue, interest on that issue. Notwithstanding the preceding paragraph, the
exceptions described above do not apply if the allocation merely substitutes Gross Proceeds
for other amounts that would have been used to make those expenditures in a manner that
gives rise to Replacement Proceeds.
A-I-3
EXHIBIT B
ISSUE PRICE CERTIFICATE
Bank of America, N.A. (the "Purchaser"), hereby certifies as set forth below with
respect to the purchase of the $ 10,200,000 principal amount of the City of Cape Coral,
Florida General Obligation Bond (Bank of America), Series 2019 (the "Series 2019
Bond"). Capitalized terms used herein and not defined herein shall have the respective
meanings ascribed to them in the Certificate as to Arbitrage and Certain other Tax Matters,
dated March 22, 2019, to which this Issue Price Certificate is attached (the "Tax
Certificate").
1. Purchase of the Series 2019 Bond. On the date of this certificate, the
Purchaser is purchasing the Series 2019 Bond for an amount equal to 100% of the principal
amount thereof, $10,200,000. The Purchaser is not acting as an Underwriter with respect
to the Series 2019 Bond. The Purchaser has no present intention to sell, reoffer, or
otherwise dispose of the Series 2019 Bond (or any portion of the Series 2019 Bond or any
interest in the Series 2019 Bond). The Purchaser has not contracted with any person
pursuant to a written agreement to have such person participate in the initial sale of the
Series 2019 Bond and the Purchaser has not agreed with the City of Cape Coral, Florida
(the "Issuer") pursuant to a written agreement to sell the Series 2019 Bond to persons other
than the Purchaser or a related party to the Purchaser.
2. Defined Terms. (a) Public means any person (including an individual, trust,
estate, partnership, association, company, or corporation) other than an Underwriter or a
related party. The term "related paiiy" for purposes of this certificate generally means any
two or more persons who have greater than 50 percent common ownership, directly or
indirectly.
(b) Underwriter means (i) any person that agrees pursuant to a written contract
with the Issuer (or with the lead underwriter to form an underwriting syndicate) to
participate in the initial sale of the Series 2019 Bond to the Public, and (ii) any person that
agrees pursuant to a written contract directly or indirectly with a person described in clause
(i) of this paragraph to participate in the initial sale of the Series 2019 Bond to the Public
(including a member of a selling group or a party to a retail distribution agreement
participating in the initial sale of the Series 2019 Bond to the Public).
The representations set forth in this certificate are limited to factual matters only
that are in existence on the date hereof. Nothing in this certificate represents the
Purchaser's interpretation of any laws, including specifically Sections 103 and 148 of the
Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder.
The undersigned understands that the foregoing information will be relied upon by the
Issuer with respect to certain of the representations set forth in the Tax Certificate and with
respect to compliance with the federal income tax rules affecting the Series 2019 Bond,
and by Bond Counsel in connection with rendering its opinion that the interest on the Series
2019 Bond is excludable from gross income for federal income tax purposes, the
preparation of the Internal Revenue Service Form 8038-G, and other federal income tax
advice that it may give to the Issuer from time to time relating to the Series 2019 Bond;
provided, however, that the Purchaser (a) makes no representation as to the legal
sufficiency of the representations of fact set forth herein and (b) makes no representation
as to any conclusions of law made by Bond Counsel.
Dated: March 22, 2019 BANK OF AMERICA, N.A.
Bvdofo /4---
Senior Vic(fPresident
2
14
CERTIFICATE AS TO SPECIMEN BOND
Florida (the "City") DO HEREBY CERTIFY that attached hereto as Exhibit A is a
specimen of the $10,200,000 City of Cape Coral, Florida General Obligation Bond (Bank
of America), Series 2019 (the "Bond"), dated March 22, 2019, which specimen is identical
in all respects with said Bond this day delivered to the initial purchaser thereof.
IN WITNESS WHEREOF, I have hereunto set my hand as of the 22nd day of

March, 2019.
$10,200,000.00

STATE OF FLORIDA
SERIES 2019
Interest Date of
Rate Issuance
2.74% March 22, 2019
KNOW ALL MEN BY THESE PRESENTS, tl} 1, Florida (the

"City"), for value received, hereby promises to pay to merica, N.A.,
or its successors or assigns (the "Bondholder"), the pr MILLION TWO
HUNDRED THOUSAND AND 00/100 DOLLAR 00.00) pursuant to that
certain Loan Agreement by and between th~ e City, dated as of March
22, 2019 (the "Agreement"), and to pay in est tan ding principal amount hereof
from the Date of Issuance set forth abo , fro ~~most recent date to which interest
has been paid, at the Interest Rate ,er,11n alclifated on the basis of twelve 30-day
calendar months and a 360 day y ) identified r ove (subject to adjustment as provided
in the Agreement) on September ~1,'0.
nd Marc 1 of each year (each an "Interest Payment
Date"), commencing on S~9tember long as any amount under this Bond remains
outstanding. Principal o BQJlQ s e payable on March 1 of each year, commencing
on March 1, 2020, thr£:Rlzh fr"·" 1u;11g the Maturity Date identified above. The principal
payment schedule·t~~-:S:t<YhH~B %{•'•::
et forth on Appendix I attached hereto. The principal
and interest on thf~s; ,,~ paya e in any coin or currency of the United States of America
which, at thEi"tftne o ent, is legal tender for the payment of public and private debts.
If any payntent d.it ~!\l,,B usiness Day (as defined in the Agreement), the corresponding
payment slill or{ the next succeeding Business Day provided that interest shall
continue to acci:µe o. rincipal until actually paid to the Bank and any additional interest
7'",-".·J.·:•r
shall be paid on tne actual payment date.
other applicable provisions of law, and pursuant to Resolution 54-19 duly adopted by the
City Council on March 18, 2019 (the "Resolution"), as such Resolution may be amended
defined shall have the meaning ascribed to such term in the Agreement. This Bond is being
Page 1
issued to finance costs of various capital improvements generally described m the
the Series 2019 Bond. A direct annual tax shall be levied without limit upon all taxable
and collected at the same time, and in the same manner, as other ad valorem taxes of the
This Bond shall bear interest at the Interest Rate identified ab

basis of twelve 30-day calendar months and a 360 day year. Sul' 4
to adjustment as provided in Section 3.03 and Section 5 • of %
Bondholder shall provide to the City upon request sue evidence the
amount of interest due with respect to the Series 2019 ch adjustment.
Notwithstanding any provision in this Bond t , in no event shall the

interest contracted for, charged or received i his Bond (including any
other costs or considerations that constitute · laws of the State of Florida
which are contracted for, charged or rece · aximum rate of interest allowed
under the State of Florida as presently ·
All payments made by the ply first to fees, costs, late charges
and accrued interest, and the o t nt then due on this Bond.
This Bond ma at . me prior to the Maturity Date, at the option of

the City, from an a y a~ilable therefor, upon notice as provided herein, in
whole or in part a time to time, by paying to the Bondholder all or a part
of the principal a d to be prepaid, together with the unpaid interest accrued
on the am "• al so prepaid to the date of such prepayment, plus the applicable
Prepayme rdance with the Agreement.
This Bond shal be and have all the qualities and incidents of a negotiable instrument
under the comrrl'er~fal laws and the Uniform Commercial Code of the State of Florida,
subject to any pro;isions for registration and transfer contained in the Agreement. So long
Page 2
to be d ,S~~.dl!of Issuance set forth above.
OR1, ~...~
~
... CITY OF CAPE CORAL, FLORIDA
By:~
Mayor
ATTEST:
Page 3
Appendix I

Date Princigal
3/01/20 $530,000
3/01/21 575,000
3/01/22 590,000
3/01/23 610,000
3/01/24 625,000
3/01/25 640,000
3/01/26 660,000
3/01/27 680,000
3/01/28 695,00
3/01/29 715 0
3/01/30 7 0
3/01/31 75
3/01/32 775
3/01/33
I-1
15
CERTIFICATE OF DELIVERY AND PAYMENT
I, Victoria L. Bateman, CPA, CGFM, the undersigned Director of Financial

Services of the City of Cape Coral, Florida (the "City"), DO HEREBY CERTIFY as
follows:
That on the date hereof I caused to be delivered to Bank of America, N .A. (the
"Purchaser") the $10,200,000.00 City of Cape Coral, Florida General Obligation Bond
(Bank of America), Series 2019, and received for the City's account on this date from the
Purchaser in full payment therefor, the sum of $10,200,000.00.
TN WITNESS WHEREOF, T have hereunto set my hand as of the 22nd day of

March, 2019.
Form8038•G Information Return for Tax-Exempt Governmental Bonds
►
Under Internal Revenue Code section 149(e)
(Rev. September 2018) 0MB No. 1545-0720
► See separate instructions.
Department of the Treasury Caution: If the issue price is under $100,000, use Form 8038-GC.
Internal Revenue Service ► Goto www.irs.gov/F8038G for instructions and the latest information.
■ :.P.Ti• ■
1 Issuer's name
Reporting Authority If Amended Return, check here ►
2
□
Issuer's employer identification number (EIN)
City of Cape Coral, Florida 59-1312996
3a Narne of person (other than issuer) with whom the IRS may communicate about this return (see instructions) 3b Telephone number of other person shown on 3a
Steven E. Miller, Esq., Bond Counsel (813) 281-2222
4 Number and street (or P.O. box if mail is not delivered to street address) I Room/suite 5 Report number (For IRS Use Only)
c/o Nabors, Giblin & Nickerson, P.A., 2502 Rocky Point Drive 1060 I3 I I
6 City, town, or post office, state, and ZIP code 7 Date of issue
Tampa, Florida 33607 March 22, 2019
8 Name of issue 9 CUSIP number
City of Cape Coral, Florida General Obligation Bond (Bank of America), Series 2019 N/A
10a Name and title of officer or other employee of the issuer whom the IRS may call for more information (see 10b Telephone number of officer or other
instructions) employee shown on 10a
Victoria L. Bateman, CPA, CGFM, Financial Services Director 239/574-0491
■ !:.1-:1 iii I ■ Type of Issue (enter the issue price). See the instructions and attach schedule.
11 Education. 11
12 Health and hospital 12
13 Transportation 13
14 Public safety . 14
15 Environment (including sewage bonds) 15
16 Housing 16
17 Utilities 17
18 Other. Describe ► Recreation and Parks 18 10,200,000 00
19a If bonds are TANs or RANs, check only box 19a ► □
b If bonds are BANs, check only box 19b ► □
20 If bonds are in the form of a lease or installment sale, check box ► □
I :r.r• ii II Description of Bonds. Complete for the entire issue for which this form is beina filed.
(c) Stated redemption {d) Weighted
(a) Final maturity date (b) Issue price (e) Yield
price at maturity average maturity
21 03/01/2034 $ 10,200,000.00 $10,200,000.00 8.4681 vears 2.7401 %

1:.£:Tii ii ,,. Uses of Proceeds of Bond Issue (including underwriters' discount)
22 Proceeds used for accrued interest 22 0 00
23 Issue price of entire issue (enter amount from line 21, column (b)) 23 10,200,000 00
24 Proceeds used for bond issuance costs (including underwriters' discount) 24 41,800 00
25 Proceeds used for credit enhancement 25 0 00
26 Proceeds allocated to reasonably required reserve or replacement fund 26 0 00
27 Proceeds used to refund prior tax-exempt bonds. Complete Part V . 27 0 00
28 Proceeds used to refund prior taxable bonds. Complete Part V 28 0 00
29 Total (add lines 24 through 28) . 29 41,800 00
30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) 30 10,158,200 00
■ !:.1-:1••·· Description of Refunded Bonds. Complete this part only for refundina bonds.
31 Enter the remaining weighted average maturity of the tax-exempt bonds to be refunded . ► NIA years
32 Enter the remaining weighted average maturity of the taxable bonds to be refunded . ► N/A years
33 Enter the last date on which the refunded tax-exempt bonds will be called (MM/DD/YYYY) ► N/A
34 Enter the date(s) the refunded bonds were issued ► (MM/DD/YYYY) N/A
For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 63773S Form 8038-G (Rev. 9-2018)
Form 8038-G (Rev. 9-2018) Page2
1:,f<ri••n Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) 35
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract
(GIG). See instructions 36a
b Enter the final maturity date of the GIG ► (MM/DD/YYYY)
C Enter the name of the GIC provider ►
37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans
to other governmental units . 37
38a If this issue is a loan made from the proceeds of another tax-exempt issue, check box ► D and enter the following information:
b Enter the date of the master pool bond ► (MM/DD/YYYY) _ _ _ __ _ _ _ _ _ _ _ _ _ __
c Enter the EIN of the issuer of the master pool bond ► __________________ _
d Enter the name of the issuer of the master pool bond ► __________________
39 If the issuer has designated the issue under section 265(b)(3)(B}(i)(III) (small issuer exception), check box ► □
40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . ► □
41a If the issuer has identified a hedge, check here ► D and enter the following information:
b Name of hedge provider ►
c Type of hedge ► ___ _________________
d Term of hedge ► _____________________
42 If the issuer has superintegrated the hedge, check box ► □
43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated
according to the requirements under the Code and Regulations (see instructions), check box . ►
□
44 If the issuer has established written procedures to monitor the requirements of section 148, check box . ► □
45a If some portion of the proceeds was used to reimburse expenditures, check here ► 0 and enter the amount
of reimbursement . . ► ...:$_1_0_,
6,'-
7_5 8_ _ _ _ __ __ _ __
b Enter the date the official intent was ado led ► (MM/DD/YYY Exception per Regulations Section 1.150•2(1)(2)
Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and !o the best of my knowledge
Signature and beli0f, they are true, correct, and complete. I further declare that I consent to the IRS's disclosure of the issuer's return lnrormation, as necessary to
process this return, t perso that I have authorized above.
and
Consent 03/22/2019 ► Victoria l. Bateman, CPA, CGFM
Type or print name and lltle
Paid
PrinVType pre.oarar's name Date Check O ii PTIN
Steven E. Miller, Esq. <.:.. 03/22/2019 self-employed P01236498
Preparer
Use Only
Firm's name ► Nabors, Giblin & Nickerson, P.A. I Firm's EIN ► 59-2427540
Firm's address ► 2502 Rocky Point Drive, Suite 1060, Tampa, Florida 33607 Phone no. (813) 281-2222
Form 8038-G (Rev. 9-2018)
Notice Of Sale Printed On: 3/6/2019 4:21:09PM
Bond issue name: City of Cape Coral, Florida General Obligation Bond (Bank of America), Series 2019
Sale date: 03/22/2019
Closing date: 03/22/2019
Submitted by: [email protected]
Submission date: 03/06/2019

City of Cape Coral, Florida General Obligation Bond (Bank of America), Series 2019
Last Save Date: 3/19/2019 12:30:43PM Printed On: 3/19/2019 12:30:47PM
Issuer
Name of Governmental Unit:
Mailing Address of Governmental Unit or its Manager:

1015 Cultural Park Blvd
Address 2:
[blank]
City: State: Zip Code:

Cape Coral FL 33990
Counties in which governmental unit has jurisdiction:
Lee
Type of Issuer:
City
Is the Issuer a Community Development District?
No
Bond Information
Bond Issue Detail(s):
Name of Bond Issue Amount Issued Interest Calculation Yield
City of Cape Coral, Florida General Obligation Bond (Bank 10,200,000.00 Arbitrage Yield 2.7401
of America), Series 2019
Amount Authorized:
10,200,000.00
Dated Date:
03/22/2019
Sale Date:
03/22/2019
Delivery Date:
03/22/2019
Legal Authority For Issuance:
Ch. 166, F.S.
Type Of Issue:
General Obligation
Is this a Private Activity Bond?
No
Specific Revenue(s) Pledged:
Primary: Ad Valorem Taxes
Secondary: None
Purpose(s) of the Issue:

Primary: Recreational Facilities
Secondary: None
Is this a Refunding Issue?

No
Page 1 of 5
Bond Refunding Issue Detail(s):
Name of Refunding Issue Dated Date Original Par Value Par Value Refunded
[blank]
Type of sale:
Competitive Bid
Insurance/Enhancements:
No Credit Enhancement
Rating(s):
Moody's: NR
S & P: NR
Fitch: NR
Other: [blank]
Debt Service schedule provided by:
Email
Optional Redemption Provisions provided by:
Email
Participants
Provide the name and address of the Senior Managing Underwriter or Sole Purchaser.
Underwriter:
Bank of America, N.A.
Mailing Address of Underwriter:
9128 Strada Place
Address 2:
Suite 10110
Naples FL 34108
Co-Underwriter:
None
Provide the names and addresses of any attorneys who advised the unit of local government with respect to the bond
issue.
Bond Counsel:
Nabors, Giblin & Nickerson
Mailing Address of Bond Counsel:
2502 Rocky Point Drive
Address 2:
Suite 1060
City: State: Postal Code:

Tampa FL 33607
Co-Bond Counsel:
None
Provide the names and addresses of any financial consultant who advised the unit of local government with respect to
the bond issue.
Financial Advisor/Consultant:
RBC Capital Markets, LLC
Page 2 of 5
Mailing Address of Financial Advisor/Consultant:

100 2nd Avenue South
Address 2:
Suite 800

St. Petersburg FL 33701
Co-Financial Advisor/Consultant:
None
Other Professionals:
Mark Raymond Law
Mailing Address of Other Professionals:

4360 Northlake Blvd
Address 2:
Suite 204

Palm Beach Gardens FL 33418
Paying Agent:
[blank]
Registrar:
[blank]
Fees
Has any fee, bonus, or gratuity been paid by any underwriter or financial consultant, in connection with the bond
issue, to any person not regularly employed or engaged by such underwriter or consultant?
Fees Paid:
Company Name Fee Paid Service provided or function served
[blank]
Have any other fees been paid by the unit of local government with respect to the bond issue, including any fee paid
to attorneys of financial consultants?
Total Bond Counsel Fees Paid:

17,500.00
Total Financial Advisor Fees Paid:

15,300.00
Other Fees Paid:
Company Name Fee Paid Service Provided or Function Served

Mark Raymond Law 5,000.00 Bank Counsel
Filing of this form has been authorized by the official of the issuer identified below:
Name:
Victoria L. Bateman, CPA, CGFM, Financial Services Director
Title:
Governmental Officer primarily responsible for coordinating issuance of the bonds
Page 3 of 5
Fees charged by Underwriter:

Management Fee (per thousand par value):
0.00
OR
Private Placement Fee:

0.00
Underwriter's expected gross spread (per thousand par value):
0.00
Respondent
For additional information, the Division of Bond Finance should contact:
Name:
Steven E. Miller
Title:
Bond Counsel
Phone:
813-281-2222
Company:
Nabors, Giblin & Nickerson, P.A.
Mailing Address of Respondent:

2502 N. Rocky Point Dr.
Address 2:
Suite 1060

Tampa FL 33607
Information relating to party completing this form (if different from above):
Name:
[blank]
Title:
[blank]
Phone:
[blank]
Company:
[blank]
Mailing Address:
[blank]
Address 2:
[blank]

[blank] [blank] [blank]
Continuing Disclosure
Page 4 of 5
If the issuer is required to provide continuing disclosure information in accordance with SEC Rule 15C2-12, do you
want the Division of Bond Finance to remind you of your filing deadline?
No
Page 5 of 5
TALLAHASSEE
1500 Mahan Drive
19
TAMPA
Nabors Suite 200
Tallahassee, Florida 32308
(850) 224-4070 Tel
Suite 1060
Tampa, Florida 33607
(813) 281-2222 Tel
Giblin & (850) 2244073 Pax
FORT LAUDERDALE
(813) 281-0129 Fax
Nickerson P.A.
110 East Broward Boulevard
Suite 1700
Rlrt Lauderdale, Florida 33301
(954) 315-3852 Tel
March 22, 2019
Mayor and City Council of

the City of Cape Coral
Cape Coral, Florida
Mayor and Council Members:
We have examined a record of proceedings relating to the issuance of $10,200,000

principal amount of the City of Cape Coral, Florida General Obligation Bond (Bank of
America), Series 2019 (the "Bond") pursuant to the Loan Agreement dated as of March 22,
2019 (the "Agreementn), between the City of Cape Coral, Florida (the "City") and Bank of
America, N.A. (the "Bank").
The Bond is issued under and pursuant to the Lav,rs of the State of Florida, including,
particularly, Chapter 166, Florida Statutes, the Charter of the City, Ordinance No. 38-18
enacted by the City on June 18, 2018 (the 11Referendum Ordinance"), Ordinance No. 83-18
enacted by the City on January 7, 2019 (the "Ordinance 11 ) and under and pursuant to
Resolution No. 54-19 adopted by the City on March 18, 2019 (the "Resolution").
The Bond is dated March 22, 2019. The Bond has a final maturity of March I, 2034.
The Bond shall bear interest at the rate described in the Agreement. Interest on the Bond
shall be payable on each September 1 and March 1, commencing September 1, 2019. TI1e
Bond is subject to prepayment prior to maturity in accordance with the terms of the
Agreement. The Bond is in the form of one fully registered Bond.
The Bond is being issued for the principal purpose of financing costs of various
capital improvements within the City, as more particularly described in the Resolution and
the Agreement.
As to questions of fact material to our opm10n, we have relied upon the

representations of the City contained in the Referendum Ordinance, the Ordinance, the
Resolution and the Agreement and in the certified proceedings relating thereto and other
certifications of public officials furnished to us in connection there,.vith, vvithout
w1dertaking to verify the same by independent investigation. Furthermore, \Ve have
Mayor and City Council March 22, 2019
of the City of Cape Coral
Page 2
assumed continuing compliance with the covenants and agreements contained in the
Referendum Ordinance, the Ordinance, the Resolution and the Agreement. We have not
undertaken an independent audit, examination, investigation or inspection of the matters
described or contained in such agreements, documents, certificates, representations and
opinions relating to the Bond, and have relied solely on the facts, estimates and
circumstances described and set forth therein. In our examination of the foregoing, we
have assumed the genuineness of signatures on all documents and instruments, the
authenticity of documents submitted as originals and the conformity to originals of
documents submitted as copies.
Based on the foregoing, under existing law, we are of the opinion that:
1. The City is a duly created and validly existing municipal corporation under
the laws of the State of Florida.
2. The City has the right and power under the Constitution and Laws of the
State of Florida to enact the Ordinance, adopt the Resolution and execute and deliver the
Agreement; the Ordinance and the Resolution have been duly and lawfully enacted and
adopted, respectively, by the City; the Agreement has been duly and lawfully executed and
delivered by the City; and assuming the Agreement has been duly and lawfully executed
and delivered by the Bank, each are in full force and effect in accordance with their
respective terms and are valid and binding upon the City and enforceable in accordance
with their respective terms, and no other authorization for the Ordinance, the Resolution or
the Agreement is required.
3. The City is duly authorized and entitled to issue the Bond, and the Bond has
been duly and validly authorized and issued by the City in accordance with the Constitution
and Laws of the State of Florida, the Ordinance, the Resolution and the Agreement. The
Bond constitutes a valid and binding obligation of the City as provided in the Ordinance,
the Resolution and the Agreement, is enforceable in accordance with its terms and the terms
of the Ordinance, the Resolution and the Agreement, and is entitled to the benefits of the
Ordinance, the Resolution and the Agreement. The Ordinance, the Resolution and the
Agreement create the valid pledge which they purport to create of the full faith and credit
and taxing power of the City to pay the principal of and interest on the Bond. The City is
required to annually levy a direct ad valorem tax without limit on all taxable property
within the City in an amount sufficient to pay the principal of and interest coming due on
the Bond.
Mayor and City Council March 22, 2019
Page 3
4. Under existing statutes, regulations, rulings and court decisions, the interest
on the Bond (a) is excluded from gross income for federal income tax purposes and (b) is
not an item of tax preference for purposes of the federal alternative minimum tax. The
opinions set forth in this paragraph are subject to the condition that the City comply with
all requirements of the Internal Revenue Code of 1986, as amended, that must be satisfied
subsequent to the issuance of the Bond in order that interest thereon be (or continues to be)
excluded from gross income for federal income tax purposes. Failure to comply with
certain of such requirements could cause the interest on the Bond to be so included in gross
income retroactive to the date of issuance of the Bond. The City has covenanted in the
Agreement to comply with all such requirements. Ownership of the Bond may result in
collateral federal tax consequences to certain taxpayers. We express no opinion regarding
such federal tax consequences arising with respect to the Bond.
We have not been engaged or undertaken to review the accuracy, sufficiency or

completeness of any offering or disclosure material relating to the Bond and we express no
opinion relating thereto. We have not been engaged or undertaken to review the
compliance with any federal or state law with regard to the sale of the Bond and we express
no opinion relating thereto.
The opinions expressed in paragraphs 2 and 3 hereof are qualified to the extent that
the enforceability of the Ordinance, the Resolution, the Agreement and the Bond may be
limited by any applicable bankruptcy, insolvency, moratorium, reorganization or other
similar laws affecting creditors' rights generally, or by the exercise of judicial discretion in
accordance with general principles of equity.
The opinions set forth herein are expressly limited to, and we opine only with
respect to, the laws of the State of Florida and the federal income tax laws of the United
States of America. The only opinions rendered hereby shall be those expressly stated as
such herein, and no opinion shall be implied or inferred as a result of anything contained
herein or omitted herefrom.
This opinion is given as of the date hereof and we assume no obligation to update,
revise or supplement this opinion to reflect any facts and circumstances that may hereafter
come to our attention or any changes in law that may hereafter occur.
We have examined the form of the Bond and, in our opinion, the form of the Bond
is regular and proper.
Respectfully submitted,
TALLAHASSEE
1500 Mahan Drive 20
TAMPA
Nabors Suite 200
Tallahassee, Florida 32308
(850) 224-4070 Tel
Suite 1060
Tampa, Florida 33607
{813) 281-2222 Tel
Giblin & (850) 224-4073 Fax
FORT LAUDERDALE
(813) 281-0129 Fax
NickersonP.A. 110 East Broward Boulevard
Suite 1700
Fort Lauderdale, Florida 33301
(954) 315-3852 Tel
March 22, 2019
Bank of America, N .A.

Naples, Florida
Re: $10,200,000 City of Cape Coral, Florida General Obligation Bond (Bank
of America), Series 2019
Dear Sir or Madam:
We have acted as Bond Counsel to the City of Cape Coral, Florida (the 11City") in
connection with the issuance by the City of $10,200,000 City of Cape Coral, Florida
General Obligation Bond (Bank of America), Series 2019 (the "Series 2019 Bond")
pursuant to Resolution No. 54-19 adopted by the City on March J8, 2019 and the Loan
Agreement dated March 22, 2019, between the City and Bank of America, N.A., and we
have participated in various proceedings relating thereto.
Of even date herewith we have also delivered to the City our approving opinion as
Bond Counsel \Vith respect to the Series 2019 Bond. This letter will confinn that you may
rely on such opinion as if it were addressed to you; provided, hmvever. no attorney-client
relationship has existed or exists between our firm and yours in connection with the
Series 2019 Bond and by virtue of this letter or our approving opinion. This letter is
delivered to you solely for your benefit as the initial purchaser of the Series 2019 Bond and
may not be used, circulated, quoted or othenvisc referred to or relied upon for any other
purpose or by any other person other than a subsequent owner of the Series 2019 Bond,
subject to the limitations set forth in our approving opinion.
This letter is furnished by us in our capacity as Bond Counsel for the City and not
as counsel to any other person.
Very truly yours,

~C I TY OF r i CITY OF CAPE CORAL21 -
.., '
; ' • 1 - - - - - - - -
~
,<) 0
~ (.,, Office Of The City Attorney
...<ofll\o'"
March 22, 2019
Mayor and City Council

Cape Coral, Florida
Bank of America. N .J\.

Naples, Florida
Re: $10,200,000 City of Cape Coral, Florida General Obligation Bond

(Bank of America), Series 2019
l .adies and Gentlemen:
I am the City Attorney for the City of Cape Coral, Florida (the "City") and have
served in such capacity in connection with the issuance and sale by the City of its General
Obligation Bond (Bank of America), Series 2019 (the 11 Bond 1'). All capitalized terms not
otherwise defined herein shall have the meanings ascribed thereto in the Loan Agreement
between the City and Bank of America, N.A., dated as of March 22, 2019 (the
u Agreement").
I have examined, among other things, the Act, the Referendum Ordinance, the
Ordinance. the Resolution, the Agreement and the proceedings of the City with respect to
the authorization and issuance of the Agreement and the I3ond, and certificates and other
documents relating to the City, the Bond, the Referendum Ordinance, the Ordinance, the
Resolution and the Agreement, and have made such other examination of applicable
Florida law as I have deemed necessary in giving this opinion.
Based upon the foregoing, l am of the opinion that:
(A) the City is a duly existing municipal corporation of the State of Florida (the
1
'State") and had and has good right and lawful authority under the Constitution and laws
of the State to enact the Referendum Ordinance and the Ordinance and adopt the
Resolution, to execute and deliver the Agreement and to authorize and issue the Bond to
finance the Pr~ject; the Resolution, the Referendum Ordinance and the Ordinance have
been duly adopted and enacted, as the case may be, by the City, are in full force and effect
POST OFFICE BOX 150027 TELEPHONE (239) 574-0408

CAPE CORAL, FLORIDA 33915-0027 FAX (239) 574-0404
Mayor and City Council of the March 22, 2019
City of Cape Coral
Bank of America, N.A.
Page 2
and, together with the Bond, constitute the valid, legal and binding obligations of the City
enforceable in accordance with its respective terms;
(B) the Agreement has been duly authorized, executed and delivered by the City
and, assuming the due authorization, execution and delivery of the Agreement by Bank of
America, N .A., constitutes a legal, valid and binding agreement of the City enforceable in
accordance with its terms;
(C) as of the date hereof, the City has duly performed all obligations to be
performed by it pursuant to the Referendum Ordinance, the Ordinance, the Resolution and
the Agreement;
(D) the Bond Referendum Election was duly noticed and held and a majority of
the electors voting in the Bond Referendum Election approved the issuance of general
obligation bonds described in such Bond Referendum Election.
(E) the City has the power and authority under the laws of the State to pledge the
full faith, credit and taxing power of the City and the revenues received from the levy of
the ad valorem taxes without limit on all taxable property of the City to secure and pay the
Bond and interest thereon in accordance with the tenns of the Resolution, and to use the
proceeds of the Bond as described in the Resolution;
(F) the enactment of the Referendum Ordinance and the Ordinance, the adoption
of the Resolution and the execution and delivery of the Agreement and the Bond, and
compliance with the provisions thereof, will not conflict with or constitute a material
breach of or default under any existing law, administrative regulation, court decree,
resolution or agreement to which the City is subject;
(G) To the best of my knowledge after due inquiry with respect thereto, no
litigation or other proceedings are pending or threatened in any court or other tribunal of
competent jurisdiction, State or Federal, in any way (1) restraining or enjoining the
issuance, sale or delivery of the Bond, or (2) questioning or affecting the validity of the
Bond, the Ordinance, the Resolution, the Agreement, or any provision for the payment of
both principal of and interest on the Bond from unlimited ad valorem taxes as provided in
the Resolution and the Agreement; or (3) questioning or affecting the validity of any of the
proceedings for the authorization, sale, execution, registration, issuance or delivery of the
Bond and the security therefor; or (4) questioning or affecting (a) the organization or
existence of the City or the Council or the title to office of the officers thereof, or (b) the
power or authority of the City to levy and collect ad valorem taxes or (c) the validity of the
Bond Referendum Election or the use of the proceeds of the Bond; or (5) which could
materially adversely affect the operations of the City or the financial condition of the City;
Mayor and City Council of the March 22, 2019
City of Cape Coral
Bank of America, N .A.
Page 3
(H) all approvals, consents, authorizations and orders of any governmental

authority or agency having jurisdiction in any matter which would constitute a condition
precedent to the perfonnance by the City of its obligations under the Ordinance, the
Resolution, the Agreement, the Bond and the other documents relating to the Bond have
been obtained and are in full force and effect.
All of the above opinions as to enforceability of the legal obligations of the City
may be subject to and limited by bankruptcy, insolvency, reorganization, moratorium and
similar laws, in each case relating to or affecting the enforcement of creditors rights
generally, and other general principles of equity.
The letter is addressed to you and is not to be used, circulated, quoted or otherwise
referred to for any other purpose without, in each case, my express written consent.
Very truly yours,
Dolores D. Menendez
City Attorney
I. I RBC Capital Markets•
TABLE OF CONTENTS
City of Cape Coral

General Obligation Bonds, Series 2019 (Bank Loan)
Report Page
Sources and Uses of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Bond Summary Statistics . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Bond Pricing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Bond Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Net Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Form 8038 Statistics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Cost of Issuance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Prepared by RBC Capital Markets

SOURCES AND USES OF FUNDS
City of Cape Coral

Dated Date 03/22/2019

Delivery Date 03/22/2019
Sources:
Bond Proceeds:
Par Amount 10,200,000.00
10,200,000.00
Uses:
Project Fund Deposits:

Project Fund 10,034,763.00
Other Fund Deposits:

Capitalized Interest Fund 123,437.00
Delivery Date Expenses:

Cost of Issuance 41,800.00
10,200,000.00
Prepared by RBC Capital Markets Page 1

BOND SUMMARY STATISTICS
City of Cape Coral


Last Maturity 03/01/2034
Arbitrage Yield 2.740130%

True Interest Cost (TIC) 2.740130%
Net Interest Cost (NIC) 2.740000%
All-In TIC 2.796334%
Average Coupon 2.740000%
Average Life (years) 8.468

Duration of Issue (years) 7.413
Par Amount 10,200,000.00

Bond Proceeds 10,200,000.00
Total Interest 2,366,675.00
Net Interest 2,366,675.00
Total Debt Service 12,566,675.00
Maximum Annual Debt Service 843,578.00
Average Annual Debt Service 841,049.08
Underwriter's Fees (per $1000)

Average Takedown
Other Fee
Total Underwriter's Discount
Bid Price 100.000000
Par Average Average PV of 1 bp

Bond Component Value Price Coupon Life change
Bond Component 10,200,000.00 100.000 2.740% 8.468 7,502.70
10,200,000.00 8.468 7,502.70
All-In Arbitrage
TIC TIC Yield
Par Value 10,200,000.00 10,200,000.00 10,200,000.00

+ Accrued Interest
+ Premium (Discount)
- Underwriter's Discount
- Cost of Issuance Expense -41,800.00
- Other Amounts
Target Value 10,200,000.00 10,158,200.00 10,200,000.00
Target Date 03/22/2019 03/22/2019 03/22/2019

Yield 2.740130% 2.796334% 2.740130%

BOND PRICING
City of Cape Coral

Maturity
Bond Component Date Amount Rate Yield Price
Bond Component:
03/01/2020 530,000 2.740% 2.740% 100.000
03/01/2021 575,000 2.740% 2.740% 100.000
03/01/2022 590,000 2.740% 2.740% 100.000
03/01/2023 610,000 2.740% 2.740% 100.000
03/01/2024 625,000 2.740% 2.740% 100.000
03/01/2025 640,000 2.740% 2.740% 100.000
03/01/2026 660,000 2.740% 2.740% 100.000
03/01/2027 680,000 2.740% 2.740% 100.000
03/01/2028 695,000 2.740% 2.740% 100.000
03/01/2029 715,000 2.740% 2.740% 100.000
03/01/2030 735,000 2.740% 2.740% 100.000
03/01/2031 755,000 2.740% 2.740% 100.000
03/01/2032 775,000 2.740% 2.740% 100.000
03/01/2033 795,000 2.740% 2.740% 100.000
03/01/2034 820,000 2.740% 2.740% 100.000
10,200,000

First Coupon 09/01/2019
Par Amount 10,200,000.00

Original Issue Discount
Production 10,200,000.00 100.000000%

Underwriter's Discount
Purchase Price 10,200,000.00 100.000000%

Accrued Interest
Net Proceeds 10,200,000.00

BOND DEBT SERVICE
City of Cape Coral


Period Debt
Ending Principal Coupon Interest Service
03/01/2020 530,000 2.740% 263,177 793,177

03/01/2021 575,000 2.740% 264,958 839,958
03/01/2022 590,000 2.740% 249,203 839,203
03/01/2023 610,000 2.740% 233,037 843,037
03/01/2024 625,000 2.740% 216,323 841,323
03/01/2025 640,000 2.740% 199,198 839,198
03/01/2026 660,000 2.740% 181,662 841,662
03/01/2027 680,000 2.740% 163,578 843,578
03/01/2028 695,000 2.740% 144,946 839,946
03/01/2029 715,000 2.740% 125,903 840,903
03/01/2030 735,000 2.740% 106,312 841,312
03/01/2031 755,000 2.740% 86,173 841,173
03/01/2032 775,000 2.740% 65,486 840,486
03/01/2033 795,000 2.740% 44,251 839,251
03/01/2034 820,000 2.740% 22,468 842,468
10,200,000 2,366,675 12,566,675

BOND DEBT SERVICE
City of Cape Coral


Annual
Period Debt
Ending Principal Coupon Interest Debt Service Service
09/01/2019 123,437.00 123,437.00

03/01/2020 530,000 2.740% 139,740.00 669,740.00 793,177
09/01/2020 132,479.00 132,479.00
03/01/2021 575,000 2.740% 132,479.00 707,479.00 839,958
09/01/2021 124,601.50 124,601.50
03/01/2022 590,000 2.740% 124,601.50 714,601.50 839,203
09/01/2022 116,518.50 116,518.50
03/01/2023 610,000 2.740% 116,518.50 726,518.50 843,037
09/01/2023 108,161.50 108,161.50
03/01/2024 625,000 2.740% 108,161.50 733,161.50 841,323
09/01/2024 99,599.00 99,599.00
03/01/2025 640,000 2.740% 99,599.00 739,599.00 839,198
09/01/2025 90,831.00 90,831.00
03/01/2026 660,000 2.740% 90,831.00 750,831.00 841,662
09/01/2026 81,789.00 81,789.00
03/01/2027 680,000 2.740% 81,789.00 761,789.00 843,578
09/01/2027 72,473.00 72,473.00
03/01/2028 695,000 2.740% 72,473.00 767,473.00 839,946
09/01/2028 62,951.50 62,951.50
03/01/2029 715,000 2.740% 62,951.50 777,951.50 840,903
09/01/2029 53,156.00 53,156.00
03/01/2030 735,000 2.740% 53,156.00 788,156.00 841,312
09/01/2030 43,086.50 43,086.50
03/01/2031 755,000 2.740% 43,086.50 798,086.50 841,173
09/01/2031 32,743.00 32,743.00
03/01/2032 775,000 2.740% 32,743.00 807,743.00 840,486
09/01/2032 22,125.50 22,125.50
03/01/2033 795,000 2.740% 22,125.50 817,125.50 839,251
09/01/2033 11,234.00 11,234.00
03/01/2034 820,000 2.740% 11,234.00 831,234.00 842,468
10,200,000 2,366,675.00 12,566,675.00 12,566,675

NET DEBT SERVICE
City of Cape Coral

Capitalized
Period Total Interest Net
Ending Principal Interest Debt Service Fund Debt Service
03/01/2020 530,000 263,177 793,177 123,437 669,740

03/01/2021 575,000 264,958 839,958 839,958
03/01/2022 590,000 249,203 839,203 839,203
03/01/2023 610,000 233,037 843,037 843,037
03/01/2024 625,000 216,323 841,323 841,323
03/01/2025 640,000 199,198 839,198 839,198
03/01/2026 660,000 181,662 841,662 841,662
03/01/2027 680,000 163,578 843,578 843,578
03/01/2028 695,000 144,946 839,946 839,946
03/01/2029 715,000 125,903 840,903 840,903
03/01/2030 735,000 106,312 841,312 841,312
03/01/2031 755,000 86,173 841,173 841,173
03/01/2032 775,000 65,486 840,486 840,486
03/01/2033 795,000 44,251 839,251 839,251
03/01/2034 820,000 22,468 842,468 842,468
10,200,000 2,366,675 12,566,675 123,437 12,443,238

NET DEBT SERVICE
City of Cape Coral

Capitalized
Total Interest Net
Date Principal Interest Debt Service Fund Debt Service
09/01/2019 123,437.00 123,437.00 123,437

03/01/2020 530,000 139,740.00 669,740.00 669,740.00
09/01/2020 132,479.00 132,479.00 132,479.00
03/01/2021 575,000 132,479.00 707,479.00 707,479.00
09/01/2021 124,601.50 124,601.50 124,601.50
03/01/2022 590,000 124,601.50 714,601.50 714,601.50
09/01/2022 116,518.50 116,518.50 116,518.50
03/01/2023 610,000 116,518.50 726,518.50 726,518.50
09/01/2023 108,161.50 108,161.50 108,161.50
03/01/2024 625,000 108,161.50 733,161.50 733,161.50
09/01/2024 99,599.00 99,599.00 99,599.00
03/01/2025 640,000 99,599.00 739,599.00 739,599.00
09/01/2025 90,831.00 90,831.00 90,831.00
03/01/2026 660,000 90,831.00 750,831.00 750,831.00
09/01/2026 81,789.00 81,789.00 81,789.00
03/01/2027 680,000 81,789.00 761,789.00 761,789.00
09/01/2027 72,473.00 72,473.00 72,473.00
03/01/2028 695,000 72,473.00 767,473.00 767,473.00
09/01/2028 62,951.50 62,951.50 62,951.50
03/01/2029 715,000 62,951.50 777,951.50 777,951.50
09/01/2029 53,156.00 53,156.00 53,156.00
03/01/2030 735,000 53,156.00 788,156.00 788,156.00
09/01/2030 43,086.50 43,086.50 43,086.50
03/01/2031 755,000 43,086.50 798,086.50 798,086.50
09/01/2031 32,743.00 32,743.00 32,743.00
03/01/2032 775,000 32,743.00 807,743.00 807,743.00
09/01/2032 22,125.50 22,125.50 22,125.50
03/01/2033 795,000 22,125.50 817,125.50 817,125.50
09/01/2033 11,234.00 11,234.00 11,234.00
03/01/2034 820,000 11,234.00 831,234.00 831,234.00
10,200,000 2,366,675.00 12,566,675.00 123,437 12,443,238.00

FORM 8038 STATISTICS
City of Cape Coral


Redemption
Bond Component Date Principal Coupon Price Issue Price at Maturity
Bond Component:
03/01/2020 530,000.00 2.740% 100.000 530,000.00 530,000.00
03/01/2021 575,000.00 2.740% 100.000 575,000.00 575,000.00
03/01/2022 590,000.00 2.740% 100.000 590,000.00 590,000.00
03/01/2023 610,000.00 2.740% 100.000 610,000.00 610,000.00
03/01/2024 625,000.00 2.740% 100.000 625,000.00 625,000.00
03/01/2025 640,000.00 2.740% 100.000 640,000.00 640,000.00
03/01/2026 660,000.00 2.740% 100.000 660,000.00 660,000.00
03/01/2027 680,000.00 2.740% 100.000 680,000.00 680,000.00
03/01/2028 695,000.00 2.740% 100.000 695,000.00 695,000.00
03/01/2029 715,000.00 2.740% 100.000 715,000.00 715,000.00
03/01/2030 735,000.00 2.740% 100.000 735,000.00 735,000.00
03/01/2031 755,000.00 2.740% 100.000 755,000.00 755,000.00
03/01/2032 775,000.00 2.740% 100.000 775,000.00 775,000.00
03/01/2033 795,000.00 2.740% 100.000 795,000.00 795,000.00
03/01/2034 820,000.00 2.740% 100.000 820,000.00 820,000.00
10,200,000.00 10,200,000.00 10,200,000.00
Stated Weighted
Maturity Interest Issue Redemption Average
Date Rate Price at Maturity Maturity Yield
Final Maturity 03/01/2034 2.740% 820,000.00 820,000.00

Entire Issue 10,200,000.00 10,200,000.00 8.4681 2.7401%
Proceeds used for accrued interest 0.00

Proceeds used for bond issuance costs (including underwriters' discount) 41,800.00
Proceeds used for credit enhancement 0.00
Proceeds allocated to reasonably required reserve or replacement fund 0.00

COST OF ISSUANCE
City of Cape Coral

Cost of Issuance $/1000 Amount
Bond Counsel Fee 1.71569 17,500.00

Bond Counsel Expenses 0.39216 4,000.00
Financial Advisor Fee and Expenses 1.50000 15,300.00
Bank Counsel Fee 0.49020 5,000.00
4.09804 41,800.00

100 Second Avenue South, Suite 800
St. Petersburg, Florida 33701
(727) 895-8871
CLOSING MEMORANDUM
DATE: March 14, 2019

TO: Working Group
FROM: Julie Santamaria
RE: $10,200,000
General Obligation Bond (Bank of America), Series 2019
I. SCHEDULE
Pre-Closing
Date: Monday, March 18, 2019
Time: 1:30 p.m.
Place: The City of Cape Coral, Florida
1015 Cultural Park Blvd., Conf 220A Main Room, Cape Coral, FL 33990
Closing
Date: Friday, March 22, 2019
Time: After Confirmation of Receipt of Wires (Approximately 11 :00 a.m. ET)
Place: via Bond Counsel's e-mail Notification
II. SOURCES AND USES OF FUNDS

Sources of Funds at Closing
Par Amount of Bonds $ 10,200,000.00
Total Sources at Closing $10,200,000.00
Uses of Funds at Closing

Project Fund Deposits:
Project Fund $ 10,034,763.00
Sinking Fund Deposit
Capitalized Interest 123,437.00
Delivery Date Expenses:

Costs of Issuance 41,800.00
Total Uses at Closing $ 10 200 000 00
Ill. PAYMENT AND TRANSFER OF AVAILABLE FUNDS

From Bank of America, N.A.
To Bank of America, N.A. via Internal Transfer ..................................................... $10,200,000.00
Account Name: City of Cape Coral - General Account

Bank: Bank of America, N.A.
100 N. Tryon Street
Charlotte, NC
ABA (Routing Number): 026009593
Account Number: 005502084901
Beneficiary Name: City of Cape Coral
Bank Contact: Sara Snyder, 1-888-715-1000 ext 21037
Total Internal Transfer within Bank of America ................................................. $ 10,200,000.00
Page 1
IV. COSTS OF ISSUANCE
Invoices should be submitted to Heather Muniz, Debt Treasury Accountant, for the City of Cape Coral, Florida.
Bond Counsel Fee $ 17,500

Bond Counsel Expenses 4,000
Financial Advisor Fee and Expenses 15,300
Bank Counsel Fee 5,000
Total Costs of Issuance $ 41,800
V. CLOSING
Upon confirmation of receipt of the wire, Bond Counsel, Nabors, Giblin & Nickerson, P.A., shall inform all parties that the
transaction is closed.
The City of Cape Coral authorizes and directs Bank of America to fund the purchase price of the Bonds as set forth above.
Signature:
By:
Title: Financial Se s Director
City of Cape Coral, FL
Page 2
$10,200,000.00

STATE OF FLORIDA
SERIES 2019
Interest Date of Final

Rate Issuance Maturity Date
2.74% March 22, 20 19 March 1, 2034
KNOW ALL MEN BY THESE PRESENTS, that City of Cape Coral, Florida (the
"City"), for value received, hereby promises to pay to the order of Bank of America, N.A.,
or its successors or assigns (the "Bondholder"), the principal swn of TEN MILLION TWO
HUNDRED THOUSAND AND 00/100 DOLLARS ($10,200,000.00) pursuant to that
certain Loan Agreement by and between the Bondholder and the City, dated as of March
22, 2019 (the 0 .Agreement"), and to pay interest on the outstanding principal amount hereof
from the Date of Issuance set forth above, or from the most recent date to which interest
has been paid, at the Interest Rate per annum ( calculated on the basis of twelve 30-day
calendar months and a 360 day year) identified above (subject to adjustment as provided
in the Agreement) on September l and March 1 of each year (each an "Interest Payment
Date"), commencing on September 1, 2019, so long as any amount under this Bond remains
outstanding. Principal of this Bond shall be payable on March 1 of each year, commencing
on March 1, 2020, through and including the Maturity Date identified above. The principal
payment schedule for this Bond is set forth on Appendix l attached hereto. The principal
and interest on this Bond is payable in any coin or currency of the United States of America
which, at the time of payment, is legal tender for the payment of public and private debts.
If any payment date is not a Business Day ( as defined in the Agreement), the corresponding
payment shall be due on the next succeeding Business Day provided that interest shall
continue to accrue on principal until actually paid to the Bank and any additional interest
shall be paid on the actual payment date.
other applicable provisions oflaw, and pursuant to Resolution 54-19 duly adopted by the
City Council on March 18, 2019 (the 11 Rcsolution 11) , as such Resolution may be amended
defined shall have the meaning ascribed to such term in the Agreement. This Ilond is being
Page 1
issued to finance costs of various capital improvements generally described in the
the Series 2019 Bond. A direct annual tax shall be levied without 1imit upon all taxable
and collected at the same time, and in the same manner, as other ad valorcm taxes of the
This Bond shall bear interest at the Interest Rate identified above calculated on the
basis of twelve 30-day calendar months and a 360 day year. Such Interest Rate is subject
to adjustment as provided in Section 3 .03 and Section 5 .02 of the Agreement. The
Bondholder shall provide to the City upon request such documentation to evidence the
amount of interest due with respect to the Series 2019 Bond upon any such adjustment.
Notwithstanding any provision in this Ilond to the contrary, in no event shall the
interest contracted for, charged or received in connection with this Bond (including any
other costs or considerations that constitute interest under the laws of the State of Florida
which are contracted for, charged or received) exceed the maximum rate of interest allowed
under the State of Florida as presently in effect.
All payments made by the City hereon shall apply first to fees, costs, late charges
and accrued interest, and then to the principal amount then due on this Bond.
This Bond may be prepaid at any time prior to the Maturity Date, at the option of
the City. from any moneys legally available therefor, upon notice as provided herein, in
whole or in part at any time or from time to time, by paying to the Ilondholder all or a part
of the principal amount of this Bond to be prepaid, together with the unpaid interest accrued
on the amount of principal so prepaid to the date of such prepayment, plus the applicable
Prepayment Fee, all in accordance with the Agreement.
This Bond shall be and have all the qualities and incidents of a negotiable instrument
under the commercial laws and the Uniform Commercial Code of the State of Florida,
subject to any provisions for registration and transfer contained in the Agreement. So long
Page 2
to be dated the Date of Issuance set forth above.
Dy: ~
Ma r
Page 3
Appendix I

Date Princigal
3/01 /20 $530,000
3/01/21 575,000
3/01/22 590,000
3/01/23 610,000
3/01/24 625,000
3/01/25 640,000
3/01/26 660,000
3/01/27 680,000
3/01/28 695,000
3/01/29 715,000
3/01/30 735,000
3/01/31 755,000
3/01/32 775,000
3/01/33 795,000
3/01/34 820,000
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$10,200,000

CITY OF CAPE CORAL, FLORIDA

List of Closing Documents

CLERK'S CERTIFICATE AS TO ORDINANCE NO. 38-18

Interiin City Cleii

AN ORDINANCE ORDERING AND CALLING FOR A

BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CAPE

SECTION 1. FINDINGS. The City Council of the City of Cape Coral

SECTION 2. BOND REFERENDUM ELECTION. A bond referendum

SECTION 3. MANNER OF VOTING. The referendum election shall be

SECTION 4. OFFICIAL BALLOT. The form of ballot to be used shall be

SECTION 5. VOTE BY MAIL. Adequate provision shall be made by the

SECTION 6. ELECTION RESULTS. Returns of the votes cast at the

SECTION 7. NOTICE OF BOND REFERENDUM ELECTION. A

SECTION 8. SUPERVISORS OF ELECTIONS. The City Clerk is hereby

SECTION 9. CONFLICTS. If there is conflict between the provision of

SECTION 10. SEVERABILITY. If any section, subsection, sentence,

ADOPTED AT A SPECIAL COUNCIL MEETING THIS~ DAY OF

VOTE OF MAYOR AND COUNCILMEMBERS:

COVIELLO ilJ£ NELSON

ATTESTED TO AND FILED IN MY OFFICE THIS B!.__~DA Y OF JUNE, 2018.

REBECCA VAN DEUTEKOM, CITY CLERK

The Project consists of various park and recreational capital improvements,

INSTRUCTIONS TO VOTERS: _ _YES - FOR BONDS

_ _NO - AGAINST BONDS

Notice to Electors of the City of Cape Coral

As required by Ordinance No. _ _, this Notice is given by publishing said

CLERK'S CERTIFICATE AS TO ORDINANCE NO. 83-18

Interim City ClerQ I

AN ORDINANCE AUTHORIZING THE ISSUANCE OF

NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE

SECTION 1. DEFINITIONS. When used in this Ordinance, the following

"Project" shall mean, collectively, the acquisition, construction and equipping of

SECTION 2. FINDINGS. The Council hereby finds and determines that:

SECTION 3. AUTHORIZATION OF THE PROJECT;

SECTION 4. ISSUANCE OF THE BONDS. The Bonds are hereby

SECTION 5. TAXING POWER PLEDGED. Pursuant to the Resolution,

SECTION 6. REMEDIES OF HOLDERS OF BONDS. The holders of

SECTION 7. ALTERNATIVE METHOD. This Ordinance shall be

SECTION 8. GENERAL AUTHORITY. The members of the Council of

SECTION 9. SEVERABILITY. In the event that any portion or section of

[Remainder of page intentionally left blank]

ADOPTED AT A REGULAR COUNCIL MEETING THIS 1-J.}i DAY OF

VOTE OF MAYOR AND COUNCILMEMBERS:

l!_ DAY OF JANUARY,

KrERLYBRUNs, INTERIM CITY

CLERK'S CERTIFICATE AS TO RESOLUTION NO. 54-19

A RESOLUTION OF THE CITY OF CAPE CORAL,

NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE

SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution

SECTION 2. DEFINITIONS. When used in this Resolution, capitalized

"Clerk" shall mean the City"J':i

"Referendum Ordinance" shall mean Ordinance No. 38-18 enacted by the

SECTION 3. RESOLUTION TO CONSTITUTE CONTRACT. In

the Bondholder. The provisions, covenc)._r+t$, ·· · ff-Resolution set forth to

(E) Pursuant to a competitive solicitation process, the City's Financial Advisor

SECTION 5. AU~tatf. • .,,

2019 PROJECT. The frnancin'.~-~ifr~~~\~(,.. vf.i:M~~his hereby authorized.

SECTION 7. APPROVAL OF FORM OF LOAN AGREEMENT AND