HomeMy WebLinkAboutBid Form Acceptance for WW Bond City of Rexburg Signed by Mayor 5-19-20iCHASE Q
ADDENDUM TO
REQUEST FOR PROPOSAL AND BID FORM
This Addendum is attached to and hereby incorporated by reference into that certain Term Sheet dated May 19,
2020, from JPMorgan Chase Bank, NA ("Bank") to the City of Rexburg, County of Madison, State of Idaho
(the "City"), regarding the $3,865,000 Wastewater Revenue Refunding Bond, Series 2020 (the "Bond"). This
Addendum shall supplement said Term Sheet as indicated below.
FORM OF BOND: A single term bond with payments equivalent to the maturity
schedule set forth in the Financing Package dated April 27,
2020 (the "Financing Package").
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, Offering Memorandum, or any other disclosure
information.
BANK QUALIFIED: The Bond will be designated as a "bank qualified" tax-exempt
obligation.
USE OF PROCEEDS: The proceeds of the Bond together with an expected cash
contribution of the City will be used to redeem the existing
Wastewater Revenue Promissory Note, Series 2010, issued on
December 8, 2010, in the principal amount of $10,000,000 (the
"Refunded Bonds") and to pay costs of issuance for the Bond.
PRINCIPAL AMOUNT:
$3,865,000
INTEREST RATE: The rates provided below are provided exclusively for
indicative purposes, based upon market conditions as of May
19, 2020. The actual rate of interest borne by the Bond will be
set by mutual agreement between Bank and the City upon
receipt of signed acceptance (see below).
The interest rate will be fixed as described above, however,
prior to acceptance the interest rate may increase if the Bank's
cost of funds increases. Bank's cost of funds may increase due
to a number of factors including, but not limited to, changes in
market conditions. Interest will be calculated on a 30/360
basis.
1.18% indicative, fixed, no optional redemption.
REPAYMENT TERMS: Five (5) unequal annual payments of principal September 15,
commencing September 15, 2021, plus semi-annual payments
of interest on March 15 and September 15, commencing March
15, 2021.
SECURITY/STRUCTURE: Standard Net Revenue Pledge of the Wastewater System.
RATE COVENANT: 1.25x coverage from Net System Revenues.
PARITY OBLIGATION: Future parity debt will be allowed under standard Additional
Bonds Test requiring Net System Revenue at 125% of
maximum annual debt service on existing and proposed Parity
Debt.
DOCUMENTATION: Documentation shall be prepared by the City's bond counsel,
which represents the City at City's expense. The Tenn Sheet,
including this Addendum, and the Bank's obligation to
purchase the Bond is subject to approval of the documentation
by the Bank and its independent bank counsel, Chapman and
Cutler LLP, in the Bank's sole discretion.
BANK COUNSEL FEE: Not to exceed $7,500.00, to be paid by the City at closing as a
cost of issuance.
FINANCIAL REPORTING: The City will be required to provide the Bank with audited
annual financial statements, free of significant deficiencies or
material weakness, and prepared by an independent Certified
Public Accountant, within 270 days of the close of its fiscal
year.
ADDITIONAL REPORTING: Annual debt service coverage.
Top 10 user's concentration report.
The additional reports shall be provided to the Bank at the
same time as the annual financial statements.
WAIVER OF IMMUNITY: The City acknowledges and agrees that any sovereign
immunity rights that it may have or hereafter acquire by law
do not extend to any contract claim and/or actions the Bank
has, or may in the future have, arising out of the Tenn Sheet,
including this Addendum, and the Financing Package
(including all claims for payment due), and that any such
contract claims and/or actions could be brought in an Idaho
court or any court where jurisdiction and venue are proper.
MUNICIPAL ADVISOR DISCLAIMER: The City acknowledges and agrees that (i) the transaction
contemplated herein is an arm's length commercial transaction
between the City and the Bank and its affiliates, (ii) in
connection with such transaction, the Bank and its affiliates are
acting solely as a principal and not as an advisor including,
without limitation, a "Municipal Advisor" as such term is
defined in Section 15B of the Securities and Exchange Act of
1934, as amended, and the related final rules (the "Municipal
Advisor Rules"), agent or a fiduciary of the City, (iii) the Bank
and its affiliates are relying on the Bank exemption in the
Municipal Advisor Rules, (iv) the Bank and its affiliates have
not provided any advice or assumed any advisory or fiduciary
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responsibility in favor of the City with respect to the
transaction contemplated hereby and the discussions,
undertakings and procedures leading thereto (whether or not
the Bank, or any affiliate of the Bank, has provided other
services or advised, or is currently providing other services or
advising the City on other matters), (v) the Bank and its
affiliates have financial and other interests that differ from
those of the City, and (vi) the City has consulted with its own
financial, legal, accounting, tax and other advisors, as
applicable, to the extent it deemed appropriate.
EXPIRATION: This proposal must be accepted on or before May 19, 2020, at
3:00 PM MT and funding must occur on or before June 22,
2020. If acceptance and funding have not occurred by the
above dates, the Bank may, at its option and in its sole
discretion, terminate the Term Sheet, including this
Addendum, and its obligation to purchase the Bond and/or the
Interest Rate may be adjusted.
We appreciate your interest in us and look forward to your favorable response.
regarding the Term Sheet, including this Addendum, please contact me at
steve.pleason@chase.com.
Sincerely,
JPMORGAN CHASE BANK, NA
steve
Steven L Gleason
Vice President, Business Banking
Government and Not for Profit
2910 Washington Blvd
Ogden UT 84401-3751
: [for the] City of
By:
Name:
Title:
Date:
Should you have any questions
(801) 605-2662 or via email at
Madison, State of Idaho
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IRS Circular 230 Disclosure: the 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.
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