2016-08 ADDENDUM TO
REQUEST FOR PROPOSAL
This Addendum is attached to and hereby incorporated by reference into that certain Request for Proposal
("RFP") dated January 20, 2016 from JPMorgan Chase Bank, NA (the "Bank") to the City of Clermont,
Flonda (the "City"), regarding the City's $5,300,000 Public Improvement Revenue Bond, Senes 2016A (the
"Bond") This Addendum shall supplement said RFP as indicated below
FORM OF BOND: Bank will require a single Bond with mandatory sinking fund
matunties The Bank shall not require the Bond to be rated by
any rating agency The Bond shall not be initially registered
to participate in DTC and will not be in book-entry form,
shall not contain a CUSIP number and shall not be marketed
dunng any penod in which the Bond is held by the Bank
pursuant to any Official Statement, Offenng Memorandum or
any other disclosure documentation
SECURITY: The Bond will be secured by a hen upon and pledge of
proceeds of the Local Government Discretionary
Infrastructure Sales Surtax and other monies received by the
City from the local government infrastructure sales surtax
cleanng trust fund
INTEREST RATE: 2 12% fixed, with optional redemption, in whole or part and
without penalty, subsequent to December 1, 2020, designated
as a"bank qualified"obligation
REPAYMENT TERMS: Fifteen unequal annual principal payments on December 1,
commencing December 1, 2016 and according to the
preliminary schedule included in the RFP, semi-annual
payments of accrued interest on a 30/360 basis, commencing
June 1, 2016 The fmal matunty date of the Bond will be
December 1,2030
INDEPENDENT BANK COUNSEL FEE: Not to exceed $6,500 00, to be paid by the City at closing, as
a cost of issuance
LEGAL OPINION: Purchase of the Bond will be subject to the opinion of Foley
& Lardner LLP, Bond Counsel, to the effect that under
existing laws and assuming continuous compliance by the
City with certain covenants designed to meet the
requirements of the Internal Revenue Code of 1986, as
amended (the "Code"), interest on the Bond will be excluded
from gross income of the owners for Federal income tax
purposes If the bond is Bank,Qualified the Bond Counsel
opinion shall also state that the Bond is a qualified tax-
exempt obligation under Section 265(b)(3) of the Code
Purchase of the Bond will also be subject to a satisfactory
opinion of Bond Counsel or the City Attorney that the City's
obligations under the Bond documents are legal, valid,
binding and enforceable against the City Bond Counsel
approving opinion and the City attorney opimon must each be
addressed to Bank or permit reliance by Bank
ADDITIONAL BONDS TEST: Additional panty debt will be allowed if the amount of the
pledged revenues received dunng the most recent fiscal year
for which audited financial statements are available, equals at
least 1 25x the Maximum Annual Debt Service of all Bonds
then outstanding including the additional bonds to be issued
COVENANTS: Such additional covenants, provisions, representations and
warranties (whether affirmative or negative) that the Bank
and their counsel consider customary and reasonably
appropnate for this transaction
EVENT OF DEFAULT: In an event of default, the City acknowledges and agrees that
the Bank may seek to exercise all nghts and remedies
available to it under law or equity in the state of Flonda,
includmg without limitation, the nght to sue the City for
repayment of the amount of the Bond
MISCELLANEOUS: A material change in the aggregate amount of the Bond, plus
or minus, will constitute a re-pricing event and the interest
rates will be adjusted Funding will occur upon receipt of all
documentation required by Bank, in form and substance
acceptable to Bank and its independent counsel If the signed
addendum has not been received by February 10, 2016 by
10 OOam and/or the expected closing date not later than
March 3, 2016, should not occur, Bank reserves the right to
re-price or terminate the Bid
The interest rate on the Note is determined to approximate a
particular percentage yield to Bank and assumes that interest
on the Note will be fully exempt from Federal income taxes
and that the Bonds are "qualified tax exempt obligations"
under the Code It is the Bank's policy to include language in
the loan documents that will assure maintenance of such
yield Taxability is only caused by actions or inactions of the
City not due to any change in tax law
ACCEPTED BY: (for the)City of Clermont,Florida
Option
By -
Name Ci 1 ptsr
Title rnaL- 0 I--
Date ,9 i l.0 ts_ /4 c9 /b
IRS Circular 230 Disclosure Bank and its affiliates(collectively, "Chase")do not provide tax advice Accordingly, any
discussion of U S tax matters contained herein (including any attachments) is not intended or written to be used, and
cannot be used, in connection with the promotion, marketing or recommendation by anyone unaffiliated with Chase of
any of the matters addressed herein or for the purpose of avoiding U S tax-related penalties