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R-2016-05 CITY OF CLERMONT RESOLUTION NO. 2016-05 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CLERMONT, LAKE COUNTY, FLORIDA, SUPPLEMENTING RESOLUTION NO. 1258 ADOPTED BY THE CITY COUNCIL ON JUNE 6, 2002, AS HERETOFORE AMENDED AND SUPPLEMENTED, WHICH RESOLUTION AUTHORIZED THE ISSUANCE BY THE CITY OF PUBLIC IMPROVEMENT REVENUE BONDS AS PROVIDED THEREIN; FOR THE PURPOSES OF ACCEPTING THE PROPOSAL OF JPMORGAN CHASE BANK, N.A. TO PROVIDE THE CITY WITH A LOAN IN A PRINCIPAL AMOUNT NOT TO EXCEED $5,600,000 FOR THE PURPOSES OF (I) REFUNDING THE CITY'S OUTSTANDING PUBLIC IMPROVEMENT REVENUE NOTE, SERIES 2013 AND (II) PAYING RELATED CLOSING COSTS; AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT WITH SAID BANK AND A RELATED PUBLIC IMPROVEMENT REFUNDING REVENUE NOTE, SERIES 2016 IN A PRINCIPAL AMOUNT EQUAL _ TO THE PRINCIPAL AMOUNT OF SUCH LOAN; PROVIDING THAT SUCH SERIES 2016 NOTE SHALL CONSTITUTE AND BE SECURED AS AN "ADDITIONAL BOND" UNDER RESOLUTION NO. 1258 AS HERETOFORE AMENDED AND SUPPLEMENTED; PROVIDING THAT SUCH SERIES 2016 NOTE SHALL BE TREATED AS A QUALIFIED TAX-EXEMPT OBLIGATION FOR THE EXCEPTION TO THE PROVISIONS CONTAINED IN THE INTERNAL REVENUE CODE OF 1986 WHICH DENY FINANCIAL INSTITUTIONS ANY DEDUCTIONS FOR INTEREST EXPENSE ALLOCABLE TO TAX-EXEMPT OBLIGATIONS; AUTHORIZING THE EXECUTION AND DELIVERY OF OTHER DOCUMENTS IN CONNECTION WITH SAID LOAN; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED by the City Council of the City of Clermont, Lake County, Flonda, as follows SECTION 1. DEFINITIONS. All terms used in this resolution (this "Supplemental Resolution"), which are not defined herein, shall have the meaning specified in the Resolution No 1258, adopted by the City Council (the "City Council") of the City of Clermont, Flonda (the "City"), on June 6, 2002, as amended and by Resolution No 2012-33, adopted by the City Council on October 9, 2012, Resolution No 2013-34, adopted by the City Council on December 10, 2013 (collectively, the "Ongmal Resolution"), which provides for the issuance by the City of public improvement revenue bonds The Ongmal Resolution as supplemented by this Supplemental Resolution is hereinafter referred to as the "Bond Resolution " 1 CITY OF CLERMONT RESOLUTION NO. 2016-05 SECTION 2. AUTHORITY FOR THIS SUPPLEMENTAL RESOLUTION. This Supplemental Resolution is adopted pursuant to the provisions of Chapter 166, Part II, Flonda Statutes, as amended, and other applicable provisions of law SECTION 3. FINDINGS. Itis hereby ascertained, determined and declared (A) The City deems it necessary, desirable and in the best interests of the City that the City undertake to (i) currently refund the City's outstanding Public Improvement Revenue Note, Senes 2013 (the "Refunded Note") and (ii) pay related closing costs to the extent permitted by the Internal Revenue Code (collectively, the "Refunding"), as more particularly descnbed in this Supplemental Resolution and the Loan Agreement (as defined herein) The proceeds of the Refunded Note were used to finance the costs of the acquisition, improvement, renovation and equipping of the then-existing facilities, including in the site therefor, containing approximately 47 acres located at 3700 Highway 27 South, Clermont, Flonda, to be used for recreational facilities, parks and other governmental purposes, as provided in the Ongmal Resolution (B) The City has obtained a proposal for a not to exceed $5,600,000 loan (the "Loan") from JPMorgan Chase Bank, N A (the "Bank"), the proceeds of which will be applied to finance a part of the cost of the Refunding The Loan will be secured by a Loan Agreement to be executed and delivered by and between the City and the Bank substantially in the form attached hereto as Exhibit A (the "Loan Agreement"), pursuant to which the City will issue its Public Improvement Refunding Revenue Note, Senes 2016 (the "Note") to secure the repayment of the Loan The Onginal Resolution provides for the issuance of Additional Bonds payable from and secured by the Pledged Funds on a panty with outstanding Bonds under terms, limitations and conditions provided therein The City will issue the Note as an Additional Bond withm_the authonzation contained in Section 5 2 of the Onginal Resolution Upon the issuance of the Note in accordance with the terms of the Onginal Resolution and this Supplemental Resolution, the Note will constitute and be secured as an Additional Bond under the Bond Resolution, entitled to the secunty and benefits thereof The Note will not be secured by the Reserve Account or any subaccount therein 2 CITY OF CLERMONT RESOLUTION NO. 2016-05 (C) The costs of the Refunding will be paid from the proceeds of the Loan and other available funds of the City (D) The Loan will be repaid solely from the Pledged Funds as provided in the Bond Resolution The ad valorem taxing power of the City will never be necessary or authonzed to pay the amounts due on the Loan (E) Pursuant to Resolution No 2013-35 adopted by the City Council on December 10, 2013, the City Council designated the Refunded Note as a qualified tax-exempt obligation under Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code") Pursuant to the terms of the Note, (i) the pnncipal amount of the Note will not exceed the outstanding principal amount of the Refunded Note, excluding the principal amount of the Note attributable to related closing costs of the Note, (ii) the average maturity date of the Note will not be later than the average maturity date of the Refunded Note and (iii) the Note will have a matunty date which is not later than the date which is 30 years after the date the Refunded Note was issued Accordingly, to the extent that the pnncipal amount of the Note will not exceed the outstanding principal amount of the Refunded Note, the Note will be treated as a "qualified tax-exempt obligation" under Section 265(b)(3) of the Code pursuant to Section 265 (b)(3)(D)(ii) of the Code (the "Deemed Designated Portion of the Note") The balance of the Note representing the principal amount of the Note attributable to the related closing costs of the Note, is hereinafter referred to as the "Designated Portion of the Note" It is not reasonably anticipated that more than $10,000,000 of tax-exempt obligations under Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), will be issued by or on behalf of the City in calendar year 2016, including the City's proposed Infrastructure Sales Surtax Revenue Note, Series 2016 and including the Designated Portion of the Note, but excluding the Deemed Designated Portion of the Note (F) The City is advised that due to the present volatility of the market for municipal debt, it is in the best interest of the City to issue the Note pursuant to the Loan Agreement by negotiated sale, allowing the City to issue the Note at the most advantageous time, rather 3 CITY OF CLERMONT RESOLUTION NO. 2016-05 than a specified advertised future date, thereby allowing the City to obtain the best possible pnce, interest rate and other terms for the Note and, accordingly, the City Council of the City hereby finds and determines that it is in the best financial interest of the City that a negotiated sale of the Note pursuant to the Loan Agreement be authorized SECTION 4. AUTHORIZATION OF THE REFUNDING. The City hereby authorizes the Refunding SECTION 5. ACCEPTANCE OF PROPOSAL. The City hereby accepts the proposal of the Bank to provide the City with the Loan SECTION 6. AUTHORIZATION OF LOAN AGREEMENT The Loan and the repayment of the Loan by the City shall be pursuant to the terms and provisions of a Loan Agreement The City hereby authorizes the Mayor of the City(the "Mayor") and the City Clerk or the Assistant City Clerk of the City (the "City Clerk") to execute and deliver on behalf of the City the Loan Agreement by and between the City and the Bank substantially in the form attached hereto as Exhibit A, with such changes, insertions and additions as they may approve, such approval to be evidenced conclusively by the Mayor's execution thereof SECTION 7. AUTHORIZATION OF NOTE TO FINANCE THE REFUNDING The City does hereby authorize the issuance of the Note in the pnncipal amount of not exceeding $5,600,000 for the purpose of providing the City with sufficient funds to finance a part of the cost of the Refunding The Mayor and City Clerk are hereby authorized to execute, seal and deliver on behalf of the City, the Note and other documents, instruments, agreements and certificates necessary or desirable to effectuate the Loan and the Refunding as provided in the Loan Agreement The Note shall be issued in the principal amount (not exceeding $5,600,000), shall bear interest at the initial interest rate (not exceeding 2 03%), shall have a final maturity date (not later than December 1, 2028) and shall have such other terms, all as set forth in the Loan Agreement and the Note authorized herein and executed and delivered in connection with Loan The Note shall not be secured by the Reserve Account or any subaccount therein 4 CITY OF CLERMONT RESOLUTION NO. 2016-05 SECTION 8. DESIGNATION OF NOTE AS QUALIFIED TAX-EXEMPT OBLIGATION. The City hereby provides that the Deemed Designated Portion of the Note descnbed in Section 3(F) and Section 7 hereof shall be treated as a "qualified tax- exempt obligation" under Section 265(b)(3) of the Code The City hereby designates the Designated Portion of the Note described in Section 3(F) and Section 7 hereof as a "qualified tax-exempt obligation" under Section 265(3)(3) of the Code These designations are based upon the findings of the City set forth in Section 3(F) of this Resolution and the Mayor is authonzed to recertify such findings upon the issuance of the Note SECTION 9. LIMITED OBLIGATION The obligation of the City to pay the Note is a limited and special obligation payable solely from the Pledged Funds in the manner and to the extent set forth in the Bond Resolution and shall not be deemed a pledge of the faith and credit or taxing power of the City and such obligation shall not create a lien on any property whatsoever of or situated within the City other than the Pledged Funds SECTION 10. GENERAL AUTHORIZATION. The Mayor, City Clerk, the City Manager, the Administrative Services Director, the Finance Director, and other employees or agents of the City are authorized to execute and deliver such documents, instruments and contracts, and are hereby authonzed and directed to do all acts and things required hereby as may be necessary for the full, punctual and complete performance of the Refunding and all the terms, covenants, provisions and agreements herein contained, or as otherwise may be necessary or desirable to effectuate the purpose and intent of this Supplemental Resolution SECTION 11. REPEAL OF INCONSISTENT DOCUMENTS. All ordinances, resolutions or parts thereof in conflict herewith are hereby superseded and repealed to the extent of such conflict SECTION 12. EFFECTIVE DATE. This Supplemental Resolution shall take effect immediately upon its adoption 5 CITY OF CLERMONT RESOLUTION NO. 2016-05 PASSED, APPROVED AND ADOPTED this 23rd day of February, 2016, by the City Council of the City of Clermont, Lake County, Flonda CITY OF CLERMONT (OFFICIAL SEAL) By - / �- die/ ATTEST: Gail L Ash ,Mayer Tracy Ackroyd Howe, City Clerk CITY OF CLERMONT RESOLUTION NO. 2016-05 EXHIBIT A Loan Agreement i l { LOAN AGREEMENT between - CITY OF CLERMONT, FLORIDA and JPMORGAN CHASE BANK,N.A. Dated March 3,2016 Relating to: CITY OF CLERMONT,FLORIDA PUBLIC IMPROVEMENT REFUNDING REVENUE NOTE, SERIES 2016 4816-0819-5629 4 TABLE OF CONTENTS Page ARTICLE 1 DEFINITION OF TERMS Section 1 1 Definitions 1 Section 1 2 Interpretation 3 Section 1 3 Titles and Headings 4 ARTICLE 2 REPRESENTATIONS, WARRANTIES AND COVENANTS; SECURITY FOR NOTE; ADDITIONAL OBLIGATIONS Section 2 1 Representations by the City 4 Section 2 2 General Representations, Warranties and Covenants of the Bank 5 Section 2 3 Making of Loan 5 Section 2 4 Tax Covenants 5 Section 2 5 Note not to be Indebtedness of the City or State 6 Section 2 6 Security for Note 6 Section 2 7 Payment Covenant 6 Section 2 8 Audit, Budget and Other Information 7 Section 2 9 Certain Provisions of the Bond Resolution 7 Section 2 10 Issuance of Additional Bonds 7 ARTICLE 3 DESCRIPTION OF NOTE; PAYMENT TERMS; OPTIONAL PREPAYMENT Section 3 1 Description and Payment Terms of the Note 7 Section 3 2 Required Coverage Ratio 8 ARTICLE 4 ISSUANCE OF NOTE Section 4 1 Issuance of Note 9 Section 4 2 Application of Proceeds 10 4816-0819-5629 4 -1- ARTICLE 5 EVENTS OF DEFAULTS; REMEDIES Section 5 1 Events of Default 10 Section 5 2 Remedies 11 Section 5 3 Waiver of Jury Tnal 11 Section 5 4 Notice of Default 11 ARTICLE 6 MISCELLANEOUS Section 6 1 Amendments, Changes or Modifications to the Agreement 11 Section 6 2 Counterparts 11 Section 6 3 Severability 12 Section 6 4 Term of Agreement 12 Section 6 5 Assignment 12 Section 6 6 Notices 12 Section 6 7 Applicable Law 12 Section 6 8 Incorporation by Reference 12 EXHIBIT A Form of Note 11 4816-0819-5629 4 LOAN AGREEMENT This LOAN AGREEMENT (this "Agreement") is made and entered into on March 3, 2016, between the CITY OF CLERMONT, a municipality created and existing under and by virtue of the laws of the State of Flonda (the "City"), and JPMORGAN CHASE BANK, N A , Orlando, Flonda, national banking association and its successors and assigns (the "Bank") WITNESSETH: WHEREAS, the City is authonzed pursuant to Chapter 166, Part II, Flonda Statutes, as amended, and other applicable provisions of law (the "Act"), to, among other things, undertake to (i) currently refund the City's outstanding Public Improvement Revenue Note, Senes 2013 (the "Refunded Note") and (ii) pay related closing costs (collectively, the "Refunding"), and WHEREAS, the proceeds of the Refunded Note were used to finance the costs of the acquisition, improvement, renovation and equipping of the then-existing facilities, including in the site therefor, containing approximately 47 acres located at 3700 Highway 27 South, Clermont, Flonda, to be uised for recreational facilities, parks and other governmental purposes, asrovided in the On nal Resolution,gi and WHEREAS, the City deems it necessary, desirable and in the best interest of the City that the Cily undertake the Refunding, and WHEREAS, the Bank is willing to make available to the City, and the City is willing to enter into, a loan pursuant to the terms and provisions of this Agreement in the principal amount of$ .under which the City may finance a part of the cost of the Refunding 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 1 DEFINITION OF TERMS Section 1 1 Definitions Capitalized Iterms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Bond Resolution The terms defined in this Article 1 shall, for all purposes of this Agreement, have the meanings specified in this Article 1, unless the context clearly otherwise requires 4816-0819-5629 4 "Agreement" shall mean this Loan Agreement dated March 3, 2016, between the City and the Bank and any and all modifications, alterations, amendments and supplements hereto made in accordance with the provisions hereof "Authonzed City Officer" for the performance on the behalf of the City of any act of the City or the execution of any instrument on behalf of the City shall mean any person authorized by resolution or certificate of the City to perform such act or sign such document "Bank" shall mean JPMorgan Chase Bank, N A , Orlando, Flonda, and its successors and assigns "Bond Counsel" shall mean Foley & Lardner LLP, Jacksonville, 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 "Bond Resolution" shall mean the Resolution No 1258, adopted by the Governing Body on June 6, 2002, as amended by Resolution No 2012-33, adopted by the Governing Body on October 9, 2012, and Resolution No 2013-34, adopted by the Governing Body on December 10, 2013 (collectively, the "Original Resolution"), which provides for the issuance of public improvement revenue bonds, as supplemented by the Resolution, and as may be further amended and supplemented from time to time in accordance with the provisions thereof "Business Day" or "business day" shall mean any day other than a Saturday, Sunday or a day on which banking institutions within the State are authorized or required by law to remain closed "City" shall mean the City of Clermont, Flonda "City Clerk" shall mean the City Clerk of the City and such other person as may be duly authorized to act on his or her behalf "Code" shall mean the Internal Revenue Code of 1986, as amended, and applicable rules and regulations thereto and thereunder "Default Rate" shall mean the lesser of[the interest payable on the Note plus 2% per annum] or the maximum rate of interest permitted by law "Fiscal Year" shall mean the penod commencing on October 1 of each year and continuing through the next succeeding September 30, or such other period as may be prescribed by law 2 4816-0819-5629 4 "Interest Payment Date" shall have the meaning ascribed thereto in Section 3 1(c) hereof "Mayor" shall mean the Mayor of the City and such other person as may be duly authonzed to act on his or her behalf "Note" shall mean the revenue note authorized by the Resolution and delivered by the City to the Noteholder in accordance with the requirements set forth in Article 4 hereof The Note constitutes an Additional Bond under the Bond Resolution "Noteholder" shall mean the Bank as the holder of the Note, or any other registered holder of the Note "Paying Agent" shall mean, with respect to the Note, the Finance Director of the City "Pledged Funds" shall have the meaning ascnbed thereto in the Bond Resolution "Pledged Revenues" shall mean the Public Service Tax and the Communications Tax, all in the manner and to the extent provided in the Bond Resolution "Refunded Note" shall mean the City's outstanding Public Improvement Revenue Note, Series 2013 "Registrar"shall mean with respect to the Note, the Finance Director of the City "Resolution" shall mean the Resolution No 2016-05 approved by the Governing Body on February 23, 2016 as amended and supplemented, which among other things authorized the execution and delivery of this Agreement and the issuance of the Note "State" shall mean the State of Florida "Tax Certificate" shall have the meaning ascribed to such term in Section 2 4 hereof - Section 1 2 Interpretation Unless the context clearly requires otherwise, words of the masculine gender shall be construed to include correlative words of the feminine and neuter genders and vice versa, and words of the singular number shall be construed to include correlative words of the plural number and vice versa This Agreement and all the terms and provisions hereof shall be construed to effectuate the purpose set forth herein and to sustain the validity hereof 3 4816-0819-5629 4 Section 1 3 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 restnct 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 anse ARTICLE 2 REPRESENTATIONS, WARRANTIES AND COVENANTS; SECURITY FOR NOTE; ADDITIONAL OBLIGATIONS Section 2 1 Representations by the City The City represents, warrants and covenants that (a) The City is a municipality validly created and existing under the laws of the State Pursuant to the Resolution, the City (1) has duly authonzed the execution and delivery of this Agreement and the Escrow Deposit Agreement and the performance by the City of all of its obligations thereunder, and (ii) has duly authonzed the Note issued hereunder and the performance by the City of all its obligations relating thereto (b) The City has complied with and will continue to comply with all of the provisions of the Constitution and laws of the State, and has full power and authonty to enter into and consummate all transactions contemplated by this Agreement and the Escrow Deposit Agreement or under the Note, and to perform all of its obligations hereunder and 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 authonzed and entitled to issue the Note and to enter into this Agreement and the Escrow Deposit Agreement This Agreement and the Escrow Deposit Agreement and, when issued in accordance with the terms of this Agreement, the Note will constitute a legal, valid and binding obligation of the City enforceable in accordance with its terms, subject as to enforceability to bankruptcy, insolvency, moratonum, reorganization or other similar laws affecting creditors' nghts 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 authonty, that, if adversely determined, would materially impair the ability of the City to perform the City's obligations under this Agreement, the Escrow Deposit Agreement or under the Note 4 4816-0819-5629 4 (e) No authorization, consent, approval, license, exemption of or registration or filing with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, has been or will be necessary for the valid execution, delivery and performance by the City of this Agreement, the Escrow Deposit Agreement, the Note and the related documents, except such as have been obtained, given or accomplished and copies of which have been provided to the Bank (f) Except as disclosed in wasting to the Bank, the City is not in default in the payment when due of any indebtedness of the City (g) The financial statements of the City for the Fiscal Year ending September 30, 2014, copies of which have been furnished to the Bank, have been prepared in accordance with generally accepted accounting principles and present fairly the financial condition of the City as of such date and the results of its operations for the penod then ended Since September 30, 2014, there has been no matenal adverse change in the financial condition, revenues, properties or operations of the City Section 2 2 General Representations, Warranties and Covenants of the Bank The Bank hereby represents, warrants and agrees that it is a national banking association authonzed 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 Section 2 3 Making of Loan Pursuant to the terms and provisions of this Agreement, the Bank agrees to make a loan to the City for the purpose of financing a part of the cost of the Refunding The remaining costs of the Refunding will be paid by the City with other available funds of City Section 2 4 Tax Covenants (a) The City hereby covenants with the holder of the Note that in order to maintain the exclusion from gross income for purposes of federal income taxation of interest on the Note, it shall comply with each requirement of the Code applicable to the Note In furtherance of the covenant contained in the preceding sentence, the City agrees to continually comply with the provisions of the Tax Certificate to be executed by the City relating to the Note, as such Certificate may be amended from time to time, as a source of guidance for achieving compliance with the Code(referred to herein as the"Tax Certificate") (b) The City hereby covenants with the holder of the Note that it shall make any and all payments required to be made to the United States Department of the Treasury in connection with the Note pursuant to Section 148(f) of the Code 5 4816-0819-5629 4 (c) So long as necessary in order to maintain the exclusion from gross income of interest on the Note for federal income tax purposes, the covenants contained in this Section 2 4 shall survive the payment of the Note and the interest thereon, including any payment or defeasance thereof (d) The City hereby covenants with the holder of the Note that it shall not take or permit any action or fail to take any action which would cause the Note (i) to be an "arbitrage bond" within the meaning of Section 148(a) of the Code or (ii) not to be a "qualified tax-exempt obligation" for purposes of Section 265(b)(3) of the Code Section 2 5 Note not to be Indebtedness of the City or State The Note, when delivered by the City pursuant to the terms of this Agreement, shall not be or constitute an indebtedness of the City, the State or any political subdivision or agency thereof, within the meaning of any constitutional, statutory or charter limitations of indebtedness, but shall be payable from and secured by a lien upon and pledge of the Pledged Funds, in the manner and to the extent provided in the Bond Resolution No Noteholder shall ever have the right to compel the exercise of the ad valorem taxing power of the City or taxation in any form on any property therein to pay the Note or the interest thereon The Note is a special and limited obligation payable as to pnncipal and interest from the Pledged Funds in the manner and to the extent provided in the Bond Resolution and herein Section 2 6 Secunty for Note The Note shall be secured by and payable from the Pledged Funds as provided in the Bond Resolution The City does hereby irrevocably pledge the Pledged Funds to the payment of the Note in accordance with the provisions hereof and of the Bond Resolution The pledge of and lien on the Pledged Funds shall attach at the time of delivery of the Note The Note shall for all purposes be considered to be an Additional Bond issued under the authority of the Bond Resolution and shall in all respects be entitled to all of the security, nghts, protection and privileges provided in and by the Bond Resolution for Outstanding Bonds The covenants and agreements set forth in the Bond Resolution to be performed by the City shall be for the equal benefit,protection and secunty of the Holders of all Outstanding Bonds The Note shall be secured by a lien upon the Pledged Funds on a panty with the lien upon the Pledged Funds securing all Bonds Outstanding and shall be of equal rank with all other Bonds Outstanding, in the manner and to the extent provided herein and in the Bond Resolution The Note shall not be secured by any moneys on deposit in the Reserve Account and in the Sales Tax Fund Section 2 7 Payment Covenant The City covenants that it shall duly and punctually pay from the Pledged Funds the principal of and interest on the Note at the dates and place and in the manner provided herein and in the Note according to the true intent and meaning thereof and all other amounts due under this Agreement 6 4816-0819-5629 4 Section 2 8 Audit, Budget and Other Information The City will furnish to the Bank (i) within 210 days of each Fiscal Year a comprehensive annual financial report of the City for such Fiscal Year, which shall include a balance sheet as of the end of such fiscal year, audited without scope limitations by independent certified public accountants of recognized standing selected by the City and satisfactory to the Bank, (ii) within 30 days of such adoption the annual budget of the City for the upcoming Fiscal Year and (1l1) such other information as the Bank may require Reports shall be prepared in accordance with generally accepted accounting principles and provided to the Bank without charge Section 2 9 Certain Provisions of the Bond Resolution Notwithstanding Section 3 4 of the Bond Resolution, presentment of the Note shall not be required upon the redemption of the Note in whole or in part If the Note is defeased in accordance with Section 7 1 of the Bond Resolution, a defeasance opinion and a verification report, each in form satisfactory to the Noteholder and addressed to the Noteholder, shall be delivered to the Noteholder Section 2 10 Issuance of Additional Bonds For as long as the Note shall be outstanding, clause (2) of Section 5 2 (B) of the Bond Resolution relating to the issuance of Additional Bonds under the Bond Resolution, shall be read as "setting forth the amount of Pledged Revenues for the immediately preceding Fiscal Year for which audited financial statements are available" and shall not be read to include the clause "or any twelve (12) consecutive months selected by the Issuer from the twenty-four (24) months immediately preceding the issuance of such Additional Bonds " ARTICLE 3 DESCRIPTION OF NOTE; PAYMENT TERMS; OPTIONAL PREPAYMENT Section 3 1 Description and Payment Terms of the Note (a) The City shall, pursuant to authority granted under the Resolution, issue and deliver the Note to the Bank, in the principal amount of ($ ) The Note shall be designated as "City of Clermont, Flonda, Public Improvement Refunding Revenue Note, Series 2016 " The text of the Note 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 terms of this Agreement The provisions of the form of the Note are hereby incorporated in this Agreement (b) The Note shall be dated the date of its delivery, shall be in the principal amount set forth therein and payable as set forth therein, shall bear interest from its date at the 7 4816-0819-5629 4 rate or rates set forth therein, and shall be subject to prepayment and redemption as provided in the Note The Note 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 and countersigned by the manual signature of the City Clerk In case any one or more of the officers, who shall have signed or sealed the Note, shall cease to be such officer of the City before the Note so signed and sealed shall have been actually delivered, the Note may nevertheless be delivered as herein provided and may be issued as if the person who signed or sealed the Note had not ceased to hold such office The Note may be signed and sealed on behalf of the City by such person who at the actual time of the execution of the Note shall hold the proper office, although at the date the Note is actually delivered, such person may not have held such office or may have been so authorized (c) Interest,on the Note shall be payable semi-annually on June 1 and December 1 of each year (the "Interest,Payment Date"), commencing on June 1, 2016 Pnncipal of the Note shall be payable at the times and in the manner set forth therein Interest on the Note shall be calculated on the basis of twelve 30-day months over a 360-day year (d) All payments of principal of and interest on the Note 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 Bank by ACH direct debit from a bank account mutually agreeable to Bank and City (e) There will be no Bank fees to maintain the Loan and the Note The Bank shall pay for all of its costs relating to servicing the Loan and the Note The City agrees to pay the legal,fees and costs of counsel to the Bank (not exceeding $6,500) and the legal fees and costs of Bond Counsel (f) Upon surrender to the Registrar for transfer of the Note accompanied by an assignment duly executed by the registered owner or its attorney duly authorized in writing, the Registrar shall deliver in the name of the transferee a new fully registered Note for the aggregate principal amount of the Note surrendered The Note may only be transferred to an "accredited investor" under Rule 144A promulgated under the Secunties Act of 1933, as amended, or a "qualified institutional buyer" under Regulation D promulgated under the Securities Act of 1933, as amended The Noteholder, and any subsequent transferee of the Note, shall notify`the City of any assignment, transfer, distribution or sale of such Note at least five (5) days in advance of such transfer Section 3 2 Required Coverage Ratio The City shall comply with the covenants, terms and conditions of the Resolution, including without limitation the Required Coverage Ratio in the Resolution 8 4816-0819-5629 4 ARTICLE 4 ISSUANCE OF NOTE Section 4 1 Issuance of Note The Bank shall not be obligated to make any loan under this Agreement unless at or pnor to the date of issuance of the Note the City delivers to the Bank the following items in form and substance acceptable to the Bank (i) a certificate of the City Clerk, dated as of the date of issuance of the Note, to the effect that the representations and warranties of the City contained in Section 2 1 hereof are true and correct as of such date and that there is currently no Event of Default or event that with notice or lapse of time or both would become an Event of Default under the Bond Resolution or hereunder, (ii) a fully executed Tax Certificate relating to the Note, (iii) a copy of a completed and executed Form 8038-G relating to the Note to be filed with the Internal Revenue Service, (iv) an opinion of Bond Counsel in form and substance acceptable to the Noteholder, including opinions to the effect that (A) this Agreement, the Note, and the Escrow Deposit Agreement have been duly authonzed by the City and are enforceable obligations in accordance with their terms and the Bond Resolution has been duly adopted and is enforceable in accordance with its terms (enforceability of such instruments may be subject to standard bankruptcy exceptions and the like), (B) interest on the Note shall be excluded from gross income for federal income tax purposes and shall not be treated as a preference item for purposes of computing the alternative minimum tax imposed by Section 55 of the Code (however, the interest on the Note owned by corporations may be subject to the federal alternative minimum tax which is based in part on adjusted current earnings), and (C) the Note is a "qualified tax-exempt obligation" under Section 265(b)(3)(B) of the Code, (v) a certificate of the City Clerk, dated the date of issuance of the Note, to the effect that the interest rate on the Note is in compliance with the applicable maximum interest rate provisions contained in Section 215 84, Flonda Statutes, as amended, (vi) the fully executed Note, (vii) an opinion of counsel to the City in form and substance acceptable to the Noteholder regarding the due authonzation, execution, delivery, validity and enforceability of this Agreement, the Note, and the Escrow Deposit 9 4816-0819-5629 4 Agreement, the due adoption of the Resolution (enforceability may be subject to standard bankruptcy exceptions and the like) and covenng, among other things, the matters contained in Sections 2 1(b) and 2 1(d)herein, (viii) a copy of the independent accountant's venfication report with respect to the Note and the Refunded Note, (ix) an opinion of Bond Counsel in form and substance acceptable to the Noteholder to the effect that the Refunded Note have been defeased, and (x) such additional certificates, instruments and other documents as the Bank, or its counsel or Bond Counsel, or counsel to the City, may deem necessary or appropnate Section 4 2 Application of Proceeds Simultaneously with the delivery of the Note to the Bank, the proceeds of the Note shall be applied as provided in wntten instructions to be delivered by the City in connection with the issuance of the Note Pursuant to such instructions, the proceeds of the Note, together with other available funds of the City, (i) in an amount sufficient to prepay and redeem the Refunded Note shall be paid to the holder of the Refunded Note to discharge the Refunded Note, and (ii) an amount sufficient to pay the costs and expenses of issuing the Note, including the payment of fees of counsel to the Bank, shall be disbursed in accordance with such instructions to pay such costs and expenses ARTICLE 5 EVENTS OF DEFAULTS; REMEDIES Section 5 1 Events of Default An "Event of Default" shall be deemed to have occurred under this Agreement if an Event of Default shall have occurred and be continuing under the Bond Resolution or the City shall fail to comply with any terms, covenant or agreement herein or in the Bond Resolution Notwithstanding Section 6 1(C) of the Bond Resolution, it shall be an Event of Default hereunder upon the failure by the City to observe and perform any covenant, condition or agreement on its part to be observed or performed under this Agreement or the Note for a penod of thirty (30) days after the earlier of (i) the date wntten notice specifying such failure and requesting that it be remedied, is given to the City by the Noteholder or(ii) the date the City was required to give notice of the event or condition to the Noteholder in accordance with this Agreement, unless the Noteholder shall agree in wnting to an extension of such time pnor to its expiration Notwithstanding Section 6 1(C) of the Bond Resolution, the cure penod shall not exceed thirty(30) days 10 4816-0819-5629 4 Section 5 2 Remedies If any such Event of Default shall have occurred, the Noteholder may seek enforcement of all remedies available to it hereunder, under the Bond Resolution and under applicable law Any amounts due on the Note which shall remain unpaid past the scheduled payment dates, shall bear interest at the Default Rate until all amounts then due under the Note are paid in full The Bank shall be entitled to its reasonable costs and expenses (including reasonable fees and expenses of counsel) incurred in enforcing any of its rights under this Agreement upon the occurrence of an Event of Default Section 5 3 Waiver of Jury Tnal The City knowingly, voluntarily, and intentionally waives any right it may have to a trial by Jury, with respect to any litigation or legal proceedings based on or arising out of this Agreement, or the Note, including any course of conduct, course of dealings, verbal or written statement or actions or omissions of any party which in any way relates to this Agreement, the Bond Resolution or the Note Section 5 4 Notice of Default The City shall within five (5) days after it acquires knowledge thereof, notify the Noteholder in wnting upon the happening, occurrence, or existence of any Event of Default and any event or condition which with the passage of time or giving of notice, or both, would constitute an Event of Default, and shall provide the Noteholder, with such wntten notice, a detailed statement by a responsible officer of the City of all relevant facts and the action being taken or proposed to be taken by the City with respect thereto Regardless of the date of receipt of such notice by the Noteholder, such date shall not in any way modify the date of occurrence of the actual Event of Default ARTICLE 6 MISCELLANEOUS Section 6 1 Amendments, Changes or Modifications to the Agreement This Agreement shall not be amended, changed or modified except by wntten instrument executed by the Bank and the City Sections 4 5, 5 1, 5 2, 5 4 through 5 9 and 5 11 of the Bond Resolution and any defined terms referenced therein, shall not be amended without the wntten consent of the Noteholder No amendments may be made under Section 7 1(I) of the Bond Resolution without the written consent of the Noteholder Section 6 2 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 11 4816-0819-5629 4 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 3 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 4 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 Note is outstanding Section 6 5 Assignment The Bank further acknowledges and agrees that it presently intends to hold the Note through its final matunty date, however, the Bank may transfer or assign the Note and this Agreement in accordance with Section 3 1(f) hereof Section 6 6 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 the City, City of Clermont, 685 W Montrose Street, 3rd Floor, Clermont, Flonda 34712, Attention Mayor, and to the Bank, JPMorgan Chase Bank, N A Business Banking Government & Not-for-Profit, 3424 Peachtree Road NE, 6th Floor, GA1-6603, Atlanta, Georgia 30326-1118, Attention Senior Vice President, or at such other address as shall be furnished in wntmg 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 Section 6 7 Applicable Law The substantive laws of the State of Flonda shall govern this Agreement Section 6 8 Incorporation by Reference All of the terms and obligations of the Bond Resolution are hereby incorporated herein by reference as if said Bond Resolution was fully set forth in this Agreement [Remainder of Page Intentionally Left Blank, Signature Page Follows] 12 4816-0819-5629 4 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first set forth herein CITY OF CLERMONT, FLORIDA (SEAL) Gail L Ash , May ATTESTED AND COUNTERSIGNED: / Tracy Ac '.yd, City Clerk JPMORGAN CHASE BANK,N.A. By [Signature Page to Loan Agreement] 4816-0819-5629 4 EXHIBIT A Form of Note THIS NOTE IS SUBJECT TO TRANSFER RESTRICTIONS MORE FULLY DESCRIBED HEREIN AND IN THE LOAN AGREEMENT REFERRED TO HEREIN. UNITED STATES OF AMERICA STATE OF FLORIDA CITY OF CLERMONT PUBLIC IMPROVEMENT REFUNDING REVENUE NOTE, SERIES 2016 Pnncipal Sum Interest Rate Date of Issuance Final Matunty Date $ 2 03% March 3, 2016 December 1, 2028 (subject to adjustment) The CITY OF CLERMONT (the "City"), a municipality created and existing under and by virtue of the laws of the State of Flonda, for value received, hereby promises to pay, solely from the Pledged Funds descnbed in the within mentioned Agreement, to the order of JPMorgan Chase Bank, N A , Orlando, Flonda, or its successors or assigns (the "Noteholder"), the Pnncipal Sum specified above loaned to the City pursuant to that certain Loan Agreement by and between JPMorgan Chase Bank, N A and the City, dated March 3, 2016 (the "Agreement"), and to pay interest on the outstanding balance of such Pnncipal Sum from the Date of Issuance specified above or from the most recent date to which interest has been paid at the Interest Rate per annum specified above subject to adjustment as provided herein on June 1 and December 1 of each year, commencing June 1, 2016, until such Pnncipal Sum shall have been paid The Pnncipal Sum hereof shall be payable in ( ) annual installment payments on the dates and in the amounts as follows Payment Date Pnncipal Amount Payment Date Pnncipal Amount 12/1/2016 12/1/2023 12/1/2017 12/1/2024 12/1/2018 12/1/2025 12/1/2019 12/1/2026 12/1/2020 12/1/2027 12/1/2021 12/1/2028 12/1/2022 4816-0819-5629 4 Such Pnncipal Sum and interest is payable in any coin or currency of the United States of Amenca which, at the time of payment, is legal tender for the payment of public and pnvate debts This Note (the "Note") is authonzed to be issued under the authonty of and in full compliance with the Constitution and laws of the State of Flonda, including, particularly, Chapter 166, Part II, Flonda Statutes, as amended, and other applicable provisions of law, and a resolution duly adopted by the City on June 6, 2002, as amended and supplemented from time to time, particularly as amended by resolutions adopted on October 9, 2012 and December 10, 2013, and as supplemented by resolution adopted on February 23, 2016 (collectively, the "Bond Resolution"), as such resolution may be amended and supplemented from time to time, and is subject to all covenants, terms and conditions of the Bond Resolution and the Agreement Any term used in this Note and not otherwise defined herein shall have the meaning ascribed to such term in the Agreement This Note is being issued to finance the cost of refunding the City's outstanding Public Improvement Revenue Note, Series 2013, as descnbed in the Agreement and the Bond Resolution This Note is secured by and shall be payable from the Pledged Funds as described in and in accordance with the Bond Resolution and the Agreement on a panty with all Bonds from time to time outstanding under the Bond Resolution, in the manner and to the extent provided in the Bond Resolution This Note is not secured by the Reserve Account established under the Bond Resolution or the Sale Tax Fund This Note shall bear interest from its Date of Issuance at the Interest Rate per annum specified above on the basis of twelve 30-day months over a 360-day year The interest rate on this Note shall be subject to adjustment as hereinafter provided In the event of a Determination of Taxability (as defined below), the interest rate payable hereunder shall be increased to the Taxable Rate (as defined below) and this adjustment shall survive payment on this Note until such time as the Federal statute of limitations under which interest on this Note shall be deemed taxable under the Code shall have expired In addition, upon a Determination of Taxability, there shall be payable hereunder to the Noteholder subject to such Determination of Taxability the Additional Amount (as defined in the next sentence) upon demand "Additional Amount" means for purposes of this paragraph (i) the difference between (a) interest on this Note for the period commencing on the date on which the interest on this Note ceased to be excludable from gross income for federal income tax purposes and ending on the earlier of the date this Note ceased to be outstanding or such adjustment is no longer applicable to this Note (the "Taxable Penod") at a rate per annum equal to the Taxable Rate, and (b) the aggregate amount of interest paid on this Note for the Taxable Penod under the provisions of this Note without considering the Determination of Taxability, plus (ii) interest, penalties on overdue interest and additions to tax (as referred to in Subchapter A of Chapter 68 of the Code) paid or payable by such Noteholder to the Internal Revenue Service by reason of 4816-0819-5629 4 2 such Determination of Taxability As used herein, "Determination of Taxability" means the issuance of a final decree or judgment of any federal court or a final action of the Internal Revenue Service or of the United States Treasury Department or an opinion of nationally recognized bond counsel selected by the City and approved by the Noteholder determining that any interest payable on this Note is includable in the gross income of the Noteholder No such decree, judgment, action, or opinion shall be considered final for the purposes of this paragraph unless the City has been given wntten notice thereof and, if it is so desired by the City and is legally permissible, the City has been afforded the opportunity to contest the same, either directly or in the name of the Noteholder, and until the conclusion of any appellate review, if sought "Taxable Rate" shall mean the interest rate per annum that shall provide the Noteholder with the same after tax yield that the Noteholder would have otherwise received had the Determination of Taxability not occurred, taking into account the increased taxable income of the Noteholder as a result of such Determination of Taxability The Noteholder shall provide the City with a wntten statement explaining the calculation of the Taxable Rate, which statement shall, in the absence of manifest error, be conclusive and binding on the City So long as no Determination of Taxability shall have occurred, upon the occurrence of a Loss of BQ Status (as defined below) and for as long as this Note remains outstanding, the Interest Rate on the Note shall be converted to the Adjusted BQ Rate (as defined below) In addition, upon a Loss of BQ Status, the City shall pay to the Noteholder (i) an additional amount equal to the difference between (A) the amount of interest actually paid on this Note dunng the penod of time from the date of issuance of this Note and the next succeeding interest payment date, and (B) the amount of interest that would have been paid dunng the penod in clause (A) had this Note borne interest at the Adjusted BQ Rate, and (n) an amount equal to any interest, penalties on overdue interest and additions to tax (as referred to in Subchapter A of Chapter 68 of the Code) owed by the Noteholder as a result of the Loss of BQ Status "Adjusted BQ Rate" shall mean, upon a Loss of BQ Status, the interest rate per annum that shall provide the Noteholder with the same after tax yield that the Noteholder would have otherwise received had the Loss of BQ Status not occurred, taking into account the increased taxable income of the Noteholder as a result of such Loss of BQ Status The Noteholder shall provide the City with a wntten statement explaining the calculation of the Adjusted BQ Rate, which statement shall, in the absence of manifest error, be conclusive and binding on the City "Loss of BQ Status" shall mean a determination by the Noteholder that this Note is not a "qualified tax-exempt obligation" within the meaning of Section 265(b)(3) of the Code(or any successor provision) Notwithstanding any provision in this Note to the contrary, in no event shall the interest contracted for, charged or received in connection with this Note (including any other costs or considerations that constitute interest under the laws of the State of Flonda which are contracted for, charged or received) exceed the maximum rate of interest allowed under the State of Flonda as presently in effect All payments made by the City hereon shall apply first to accrued interest, and then to the principal amount then due on this Note 4816-0819-5629 4 3 This Note may not be prepaid and redeemed by the City pnor to December 1, 2020 On and after December 1, 2020, the City may prepay and redeem this Note in whole or in part at any time upon two Business Days' prior wntten notice to the Noteholder at a redemption price equal to the pnncipal amount of this Note to be prepaid, plus accrued interest thereon to the prepayment date Such prepayment notice shall specify the amount of the prepayment which is to be made Notwithstanding anything herein or in the Agreement to the contrary, the Noteholder shall not be required to (i) surrender or cancel this Note until it has received all amounts owing and due thereunder and under the Agreement, or (ii) surrender this Note for prepayment or principal installment payments Each partial prepayment of this Note shall be applied and credited to the unpaid annual principal installments payable on this Note in inverse order of maturity (treating each annual pnncipal installment as a maturity) In connection with any such partial prepayment of this Note, the Noteholder shall attach to this Note an allonge signed by the City and the Noteholder which sets forth the new amounts of the unpaid annual principal installments payable on this Note over the remaining term of this Note, provided, however, the Noteholder may keep such records electronically and absent manifest error such records shall be conclusive on both the Noteholder and the City Any amounts repaid hereunder may not be re-borrowed Notice having been given as aforesaid, the portion of the outstanding balance of the Principal Sum of this Note stated in such notice or the whole thereof, as the case may be, shall become due and payable on the prepayment date stated in such notice, together with interest accrued and unpaid to the prepayment date on the principal amount then being paid, and the amount of principal and interest then due and payable shall be paid In the event that the entire unpaid balance of the pnncipal of this Note is to be prepaid, such prepayment shall be made upon presentation and surrender of this Note at the office of the Noteholder If on the prepayment date moneys for the payment of the principal amount to be prepaid on this Note, together with interest to the prepayment date on such principal amount shall have been paid to the Noteholder as above provided and if notice of prepayment shall have been given to the Noteholder as above provided, then from and after the prepayment date interest on such pnncipal amount of this Note shall cease to accrue If said moneys shall not have been so paid on the prepayment date, such pnncipal amount of this Note shall continue to bear interest until payment thereof at the rate or rates provided for in the Agreement This Note is transferable by the Noteholder hereof, in whole, only in the manner and subject to the restrictions and limitations set forth in the Agreement The City may deem and treat the registered owner hereof as the absolute owner hereof for the purposes hereof This Note may only be transferred to an "accredited investor" under Rule 144A promulgated under the Secunties Act of 1933, as amended, or to a "qualified institutional buyer" under Regulation D promulgated under the Secunties Act of 1933, as amended This Note, when delivered by the City pursuant to the terms of the Agreement and the Bond Resolution, shall not be or constitute an indebtedness of the City or of the State of 4816-0819-5629 4 4 Flonda or any political subdivision or agency thereof, within the meaning of any constitutional, statutory or charter limitations of indebtedness, but shall be payable solely from the Pledged Revenues, as provided in the Agreement and the Bond Resolution The Noteholder shall not have the nght to compel the exercise of the ad valorem taxing power of the City or the State of Flonda, or taxation in any form on any property therein to pay this Note or the interest thereon The Noteholder shall have such remedies as descnbed in the Bond Resolution and the Agreement If any amounts due on this Note shall remain unpaid past any scheduled payment date, this Note shall bear interest at the Default Rate (as defined in the Agreement) until all amounts then due under this Note are paid in full The City hereby waives demand, protest and notice of dishonor No obligation under the Agreement or this Note shall be or be deemed to be an obligation of any member of the City Council or any officer, employee or agent of the City in his or her individual capacity, and none of such persons executing the Agreement or this Note shall be liable personally thereon or hereon by reason thereof It is certified, recited and declared that all acts, conditions and things required to exist, happen and be performed precedent to and in connection with the execution and delivery of the Agreement and the issuance of this Note do exist, have happened and have been performed in due time, form and manner as required by law, and that the issuance of this Note, together with all other obligations of the City under the Agreement, does not exceed or violate any constitutional or statutory limitation [Remainder of Page Intentionally Left Blank, Signature Page Follows] 4816-0819-5629 4 5 IN WITNESS WHEREOF, the City of Clermont, Flonda, caused this Note to be signed by the manual signature of its Mayor and its official seal to be affixed hereto or imprinted or reproduced hereon, and attested and countersigned by the manual signature of its City Clerk, and this Note to be dated the Date of Issuance set forth above CITY OF CLERMONT, FLORIDA (SEAL) B // / Gail L Ash, Mayo ATTESTED. Tracy Ackroyd Howe, City Clerk [Signature Page of Public Improvement Refunding Revenue Note, Senes 2016] 4816-0819-5629 4 r , y Certificate of Authentication This Note is one of the"Bonds" described in the within-mentioned Bond Resolution Date of Authentication: March 3, 2016 1 Joseph E Van Zile Finance Director of the City of Clermont, Flonda, as Registrar 4816-0819-5629 4 1