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2016-09 A • 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, Florida (the "City"), regarding the City's $5,480,000 Public Improvement Revenue Refunding Bond, Series 2016B (the"Bond") This Addendum shall supplement said RFP as indicated below FORM OF BOND: Bank will require a single Bond with mandatory sinking fund maturities 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 during any period 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 Public Service Tax and Communication Service Tax, collectively referred to herein as the pledged revenues, on panty with the City's Series 2012 Public Improvement Revenue Refunding Note PURPOSE: To refund the City's Series 2013 bonds, which originally provided for the purchase of the City's Arts and Recreation Center,and to provide for the costs of issuance of the Bond INTEREST RATE: 2 03% fixed, with optional redemption, in whole or part and without penalty, subsequent to December 1, 2020, designated as a "bank qualified" obligation Interest will be calculated n a 30/360 basis REPAYMENT TERMS: Thirteen unequal annual pnncipal 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 final maturity date of the Bond will be December 1,2028 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 q2ualified 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 opinion 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 appropriate 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 Florida, including 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 10 OOam February 10, 2016 and/or the expected closing date not later than March 3, 2016, should not occur, Bank reserves the nght 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 aezZreoe, Name Cal (;-* Title '(na<pir Date flJ ��, av' '(P 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