Item #04 Approval of a Two-Year Warranty Surety and Maintenance, Materials, and Workmanship Agreement with Letter of Credit with BPG Ocoee 1 LLC for the Park at 429, Lot 3 Ocoee
florida
AGENDA ITEM COVER SHEET
Meeting Date: May 15, 2018
Item # 1/
Reviewed By:
Milen D. Womack,
Contact Name: Development Engineer Department Director:
Contact Number: 407-554-7081 City Manager: 7'
Subject: Approval of a Two-Year Warranty Surety and Maintenance, Materials, a a orkmanship
Agreement with Letter of Credit with BPG Ocoee 1 LLC, for the Park at 429 Lot 3.
Commission District# 1 — Richard Firstner
BACKGROUND:
The Park at 429, Lot 3, is a part of the overall Park at 429 Industrial Park located at 639 East Crown Point Road.
The overall parcel is 45.54 acres in size, while Lot 3 makes up 25.1 acres of the overall development. Lot 3
consists of two light industrial use buildings that are 195,144 SF. and 245,973 SF, respectively.
The developer has completed construction of the infrastructure improvements necessary for the Park at 429 Lot
3 and has requested a Certificate of Completion for this phase of the overall development. The infrastructure
improvements include drive aisles and parking lots, sewer and water systems, drainage facilities (including
retention and detention ponds), and other improvements under the provisions. Additionally, the Park at 429
constructed a new public lift station and constructed infrastructure to allow for future connection of public utilities
for the properties north of the Park at 429. All identified punch list repairs are currently being completed, and the
developer will be ready to start the two-year warranty period for the public infrastructure improvements once the
punchlist items are inspected.
As a requirement of the Land Development Code, the developer is required to furnish the City a Surety to cover
any possible damages discovered during the next two years, should the developer not choose to make those
repairs. BPG Ocoee 1 LLC has provided the City with a Letter of Credit in the amount of 10% of the constructed
improvements ($74,722.50). The attached Maintenance, Materials, and Workmanship Agreement with Letter of
Credit (Irrevocable Stand-By Letter of Credit issued by JPMorgan Chase Bank) acts as the executable document
between the developer and the City. The Letter of Credit will be kept on file with the signed Maintenance,
Materials, and Workmanship Agreement; this will ensure that funds will be available should they be needed
during the two-year warranty period.
The Surety will be returned to the developer upon completion of the two-year warranty period and the repair of
any damages caused over that two year period.
ISSUE:
Should the City accept the Surety as provided by BPG Ocoee 1 LLC, for the two-year warranty for the Park at
429, Lot 3, and execute the Maintenance, Materials, and Workmanship Agreement with Letter of Credit?
RECOMMENDATION:
The Development Services Department recommends the acceptance of the Surety and the execution of the
Maintenance, Materials, and Workmanship Agreement with Letter of Credit with BPG Ocoee 1 LLC, for the Park
at 429 Lot 3.
ATTACHMENTS:
Maintenance, Materials, and Workmanship Agreement with Letter of Credit,
Irrevocable Stand-By Letter of Credit form JP Morgan Chase Bank.
FINANCIAL IMPACT:
There are no financial impacts to the City in accepting this two-year warranty Surety.
TYPE OF ITEM: (please marls with an x')
Public Hearing For Clerk's Dept Use:
Ordinance First Reading K Consent Agenda
Ordinance Second Reading Public Hearing
Resolution Regular Agenda
X Commission Approval
Discussion&Direction
Original Document/Contract Attached for Execution by City Clerk
Original Document/Contract Held by Department for Execution
Reviewed by City Attorney N/A
Reviewed by Finance Dept. N/A
Reviewed by 0 N/A
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MAINTENANCE,MATERIALS,AND
WORKMANSHIP AGREEMENT WITH LETTER OF CREDIT
(PARK AT 429 92/93 LOT 3)
THIS MAINTENANCE,MATERIALS,AND WORKMANSHIP AGREEMENT
(this "Agreement") is entered into this 30`h day of April, 2018, by BPG Ocoee 1 LLC, a
Delaware limited liability company(the"Developer") and the CITY OF OCOEE, a Florida
municipal corporation, whose address is 150 North Lakeshore Drive, Ocoee,Florida 34761 (the
"City").
WITNESSETH•
WHEREAS, Developer, or its predecessor-in-interest or its predecessor-in title,has
developed and/or constructed a subdivision known as PARK AT 429 92/93 LOT 3 (the
"Subdivision")and in connection therewith has installed with the approval of the City certain
roads, streets, sewer,water and reuse systems, drainage facilities (including retention and
detention ponds), and/or other improvements (collectively, the"Improvements")under the
provisions,conditions,and requirements of the City's Subdivision Regulations and the
following Final Subdivision Plan (or Preliminary/Final Subdivision Plan) approval by granted
the Ocoee City Commission on March 7, 2017 The Park at 429 Planned Unit Development
(PUD) (FKA East Crown Industrial PUD); and
WHEREAS,the Subdivision is located within certain real property located in the City of
Ocoee, Orange County,Florida, as more fully described in the attached Exhibit"A"which
exhibit is incorporated herein by this reference (the "Property"); and
WHEREAS,under Section 4-4,Subdivision Review Process, of the City's Land
Development Code,Developer is required to guaranty the maintenance, materials, and
workmanship of the Improvements within the Subdivision; and
WHEREAS,in order to obtain the issuance of a Certificate of Completion with respect
to the Improvements, the Developer desires to guaranty such maintenance, materials, and
workmanship by having JP Morgan Chase Bank,N.A. (the"Bank") (or such other bank as may
be acceptable to the City)establish an Irrevocable Standby Letter of Credit in favor of the City in
substantially the form attached hereto as Exhibit"B"and by this reference made a part hereof
("Letter of Credit").
NOW THEREFORE, the parties agree as follows:
SECTION ONE: Establishment of Letter of Credit.
Developer does hereby agree to have Bank establish the Letter of Credit in favor of the
City in the amount of Seventy-Four Thousand Seven Hundred Twenty-Two Dollars and fifty
cents ($74,722.50) to guaranty the maintenance, materials, workmanship, and structural integrity
of the Improvements and the other obligations of the Developer under this Agreement. The
ORLA_1688244.1
Letter of Credit shall be established and drawn upon only in accordance with the terms of the
Letter of Credit and this Agreement.
SECTION TWO: 2-Year Warranty Period.
For a period of two (2)years from the date of issuance of the Certificate of Completion
(the"Warranty Period"),the Developer shall maintain the Improvements in a first class condition
and shall repair,correct and/or cure any Deficiency(as defined in Section 3 below) within thirty
(30) days of receipt of written notice of a Deficiency from the City. The Developer shall pay any
and all costs or expenses incidental to the performance of any such work. The City may provide
notices of a Deficiency from time to time during the Warranty Period.
SECTION THREE: City's Right to Draw on Letter of Credit.
If at any time during the Warranty Period,the City notifies Developer in writing(i) that
the Improvements have not been maintained in a first class condition, (ii) that paving or other
structures within the Subdivision have been found by the City to not be in compliance with the
Subdivision approval, and/or(iii)that there is a deficiency or fault in the materials,
workmanship,or structural integrity of the Improvements which has been found by the City to
not be in compliance with the Subdivision approval (collectively, a"Deficiency") and Developer
fails to repair,correct and/or cure such Deficiency to the satisfaction of the City within thirty(30)
days from receipt of the notice thereof as set forth in Section 2 above, then the City may draw
upon the Letter of Credit without further notice to Developer in order to establish a cash escrow
for the performance of the Developer's obligations under this Agreement (the"Cash Escrow").
Additionally, the City may draw on the Letter of Credit in order to establish a Cash
Escrow in such amounts as the City deems necessary or appropriate(a) in the event of a default
by Developer under this Agreement, and/or(b) as provided for in the Letter of Credit.
SECTION FOUR: Term of Letter of Credit.
The Letter of Credit shall be for a term of no less than two (2) years and one(1) month
from the date of issuance of the Certificate of Completion. Notwithstanding anything contained
in Section 3 above, in the event the City has notified Developer of a Deficiency as provided
above, then the term of this Agreement shall continue and the term of the Letter of Credit shall be
extended until such Deficiency is corrected. If the City has provided a notice of Deficiency
which has not been repaired, corrected and/or cured within thirty(30)days from the date the
Letter of Credit (or any extension or replacement thereof) is scheduled to expire, then the City
may draw on the Letter of Credit and establish a Cash Escrow for the performance of the
Developer's obligations under this Agreement.
SECTION FIVE: City's Use of Funds Drawn on Letter of Credit.
Unless otherwise mutually agreed to by City and Developer,the funds available through
the Letter of Credit and any Cash Escrow established under this Agreement shall be used by the
City only(a) to repair, correct and/or cure any Deficiency, (b)to cure a breach by Developer of
its obligations under this Agreement, and/or(c)to pay for reasonable administrative expenses
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ORLA_1688244.1
and attorneys' fees and costs incurred by the City in exercising or otherwise enforcing its rights
under this Agreement and Letter of Credit.
If the Developer fails or refuses to undertake the repair, correction and/or cure of any
Deficiency, then the City may, but shall not be obligated to, undertake such repair,correction
and/or cure any Deficiency, the cost of which shall be paid for out of the Letter of Credit and any
Cash Escrow established pursuant to this Agreement. In the event the City undertakes any such
repair,correction and/or cure,then the City shall be entitled to retain an administrative fee in the
amount of two percent(2%)of the cost thereof and shall also be entitled to reimbursement of all
costs and expenses incurred by the City in undertaking such action, including but not limited to
its legal fees and costs. The City may use third party contractors to perform any such corrective
actions.
SECTION SIX: Right of Entry for Corrective Activities.
In the event the City undertakes to repair,correct and/or cure any Deficiency, then in such
event the Developer hereby grants to the City and its employees, contractors and representatives,
the right to enter upon the Property and the Improvements for the purpose of performing any such
repair,correction,and/or cure.
SECTION SEVEN: No Obligation of City to Undertake Repairs or Advance Funds.
Nothing contained herein shall be construed to in any way obligate the City to (i) advance
City funds for any purpose on behalf of the Developer,or(ii)to undertake the repair,correction
and/or cure of any Deficiency. Further, the City shall have no liability to the Developer or any
third parties with respect to any corrective actions undertaken by the City.
SECTION EIGHT: Excess Funds.
In the event that the City draws on the Letter of Credit and establishes the Cash Escrow,
then any excess funds shall be returned to the Developer after any and all of the Deficiencies
have been repaired,corrected and cured to the satisfaction of the City and after the payment from
the Cash Escrow of all obligations of the Developer under this Agreement.
SECTION NINE: Continued Applicability of Subdivision Regulations.
This Agreement shall not be construed to relieve or release Developer from any of its
obligations under the City Subdivision Regulations with respect to the Improvements.
SECTION TEN: Construction.
This Agreement shall be construed in accordance with the laws of the State of Florida.
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ORLA 1688244.1
IN WITNESS WHEREOF,the parties hereto have caused these presents to be signed as
of the date and year first above written.
DEVELOPER: BPG Ocoee 1 LLC
-tet'i 1111
By: /A .. 1►/r
Print Name: Scott Alexander
Title: President
CITY:
ATTEST:
CITY OF OCOEE,FLORIDA,a Florida
municipal corporation
By:
Melanie Sibbitt, City Clerk By:
Rusty Johnson, Mayor
(SEAL)
FOR THE USE AND RELIANCE BY THE APPROVED BY THE OCOEE CITY
CITY OF OCOEE ONLY. APPROVED COMMISSION AT A MEETING
AS TO FORM AND LEGALITY HELD ON , 20_
this day of UNDER AGENDA ITEM NO.
, 2Q .
By:
City Attorney
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ORLA,_1688244.1
EXHIBIT"A"
(Legal Description of Real Property Constituting the Subdivision)
Lot 3,of THE PARK AT 429,according to the plat thereof,recorded in Plat Book 92,Page 93 through
96, Public Records of Orange County,Florida.
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ORLA_1688244.1
•
EXHIBIT"B"
FORM OF LETTER OF CREDIT
IRREVOCABLE STAND-BY LETTER OF CREDIT
NUMBER
SUBDIVISION NAME/PHASE:
Applicant Beneficiary
City of Ocoee
[Insert Name and Address) 150 North Lakeshore Drive
Ocoee, FL 34761
Issuing Bank ATTENTION:
City Engineer
[Insert Name and Address] 150 North Lakeshore Drive
Ocoee, FL 34761
AMOUNT-$
Confirming Bank(if issuing WRITTEN DOLLAR AMOUNT AND
Bank is not local [in Orange, 00/100's US DOLLARS
Osceola or Seminole County])
Bank Name DATE OF ISSUE
Department
Street Address
City, State,Zip DATE OF EXPIRY
We hereby establish our Irrevocable Standby Letter of Credit# , in
favor of City of Ocoee, a Florida municipal corporation, and authorize you to draw on (Insert
Bank Name) (the "Bank"), at(Insert Bank Address—
Orange, Osceola or Seminole County Only) by
order of(Insert Name of Applicant) up to but
not exceeding the aggregate amount of(Insert Written Amount)
Dollars ($ ), in United States Funds,
which is available by your draft at sight,when accompanied by this letter of credit and any one
of the following documents:
ORLA_1688244.1
1. A statement purportedly signed by the Mayor,City Manager or authorized representative
to the effect that the City is entitled to draw upon the Letter of Credit pursuant to the terms of
that certain Maintenance, Materials and Workmanship Agreement between the City and
Applicant with respect to the following Subdivision: ; or
2. A statement purportedly signed by the Mayor, City Manager or authorized representative
to the effect that the performance of Applicant's obligation under the Maintenance,Materials and
Workmanship Agreement has not been completed yet and the letter of credit will expire within
30 days from the date of the drawing without being extended or replaced to the City's
satisfaction; or
3. A statement purportedly signed by the Mayor,City Manager or authorized representative
to the effect that(Bank Name) has lost its designation as a"qualified public
depository"pursuant to Florida Statutes, Chapter 280, and an acceptable replacement letter of
credit has not been received;or
4. A statement purportedly signed by the Mayor,City Manager, or authorized
representative, that the drawing is due to Applicant's failure to repair,correct and/or cure a
"Deficiency"as that term is defined that certain Maintenance,Materials and Workmanship
Agreement between the City and Applicant with respect to the following Subdivision:
This letter of credit shall be deemed in force until , 20 , and will
automatically be extended for a period not to exceed ninety (90) days without amendment unless
we provide the City Manager of the City of Ocoee with written notice of our intent to terminate
the credit herein extended, which notice must be provided at least thirty (30) days prior to the
expiration date of the original term hereof or any renewed term.
Drafts must bear the clause: "Drawn under Letter of Credit(Number) of(Bank Name),dated
(Month, Day, Year)."
This letter of credit shall remain in full force and effect notwithstanding a partial draw or draws
so long as a sum remains to be drawn or until the letter of credit has expired.
Except as otherwise specifically stated herein, this letter of credit sets forth in full the terms of
our undertaking, and such undertaking shall not in any way be modified, amended,or amplified
by reference to any document, instrument,or agreement referenced to herein or in which this
letter of credit is referred to or this letter of credit relates, and any such reference shall not be
deemed to incorporate herein by reference any document, instrument, or agreement.
We hereby agree with the drawers,endorsers, and bona fide holders of all drafts drawn under and
in compliance with the terms of this letter of credit, that such drafts will be duly honored upon
presentation to the(Bank Name and Address-must be located in Orange, Seminole, or Osceola
County).
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OR LA, 1688244.1
This letter of credit will be considered as canceled upon receipt by us or(Name of Confirming
Bank, if applicable)of the original credit instrument or upon any present or future expiry date
hereunder, whichever shall occur first.
This letter of credit is subject to the"International Standby Practices(ISP98)", International
Chamber of Commerce Publication No. 590 and as to matters not governed by ISP98, shall be
governed and construed in accordance with the provisions of Florida law. If a conflict between
the"International Standby Practices(ISP98)", and Florida law should arise, Florida law shall
prevail.If a conflict between the law of another state or country and Florida law should arise,
Florida law shall prevail.
(SEAL)
Authorized Signature
(Typed Name)
Title(President or Vice President of
Bank is required to sign)
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ORLA_1688244.1
JPMORGAN CHASE BANK, N.A.
GLOBAL TRADE SERVICES
131 SOUTH DEARBORN,5th FLOOR
MAIL CODE:IL1-0236
CHICAGO,IL 60603-5506
SWIFT:CHASUS33
DATE:04 May 2018
IRREVOCABLE STANDBY LETTER OF CREDIT REFERENCE NO.: NUSCGS005422
TO:CITY OF OCOEE
ATTN: CITY ENGINEER
150 NORTH LAKESHORE DR
OCOEE, FL 34761
DEAR SIR/MADAM,
WE HEREBY ISSUE OUR IRREVOCABLE STANDBY LETTER OF CREDIT IN YOUR FAVOR.
BENEFICIARY : CITY OF OCOEE
ATTN: CITY ENGINEER
150 NORTH LAKESHORE DR
OCOEE, FL 34761
ACCOUNT PARTY : BLUESCOPE STEEL NORTH AMERICA
CORPORATION,ON BEHALF OF BPG
(REFER TO L/C FOR FULL DETAILS)
KANSAS CITY, MO 64102
DATE OF EXPIRY : 01-JUN-2019
PLACE OF EXPIRY : OUR COUNTER
AMOUNT : USD 74,722.50
APPLICABLE RULE : ISP LATEST VERSION
IRREVOCABLE STAND-BY LETTER OF CREDIT NUMBERM NUSCGS005422
ACCOUNT PARTY NAME AND ADDRESS:
BLUESCOPE STEEL NORTH AMERICA CORPORATION
ON BEHALF OF BPG OCOEE 1 LLC
ATTN:AMANDA STUCKEY
1540 GENESSEE ST
KANSAS CITY, MO 64102
SUBDIVISION NAME/PHASE:
PARK AT 429 92/93 LOT 3
WE HEREBY ESTABLISH OUR IRREVOCABLE STANDBY LETTER
OF CREDIT NUSCGS005422, IN FAVOR OF CITY OF OCOEE, A
FLORIDA MUNICIPAL CORPORATION,AND AUTHORIZE YOU TO
DRAW ON JPMORGAN CHASE BANK, N.A. (THE"BANK"),AT C/O
JPMORGAN TREASURY SERVICES, 10420 HIGHLAND MANOR
DRIVE,4TH FLOOR,TAMPA, FL 33610,ATTN: STANDBY LETTER
OF CREDIT DEPARTMENT BY ORDER OF BLUESCOPE STEEL NORTH
AMERICA CORPORATION ON BEHALF OF BPG OCOEE 1 LLC UP TO
BUT NOT EXCEEDING THE AGGREGATE AMOUNT OF USD74,722.50
(SEVENTY FOUR THOUSAND SEVEN HUNDRED TWENTY TWO AND
50/100 UNITED STATES DOLLARS),WHICH IS AVAILABLE BY YOUR
Organized under the laws of U.S.A.with limited liability
United States NUSCGS005422 04 May 2018 Page-1/3
Continuation of our Reference NUSCGS005422
DRAFT AT SIGHT,WHEN ACCOMPANIED BY THIS LETTER OF CREDIT
AND ANY ONE OF THE FOLLOWING DOCUMENTS:
1. A STATEMENT PURPORTEDLY SIGNED BY THE MAYOR,CITY
MANAGER OR AUTHORIZED REPRESENTATIVE OF THE CITY OF
OCOEE, SIGNED AS SUCH, STATING THAT"THE CITY IS ENTITLED
TO DRAW UPON THE LETTER OF CREDIT PURSUANT TO THE
TERMS OF THAT CERTAIN MAINTENANCE, MATERIALS AND
WORKMANSHIP AGREEMENT BETWEEN THE CITY AND ACCOUNT
PARTY WITH RESPECT TO THE FOLLOWING SUBDIVISION: PARK
AT 429 92/93 LOT 3," OR
2. A STATEMENT PURPORTEDLY SIGNED BY THE MAYOR, CITY
MANAGER OR AUTHORIZED REPRESENTATIVE OF THE CITY OF
OCOEE, SIGNED AS SUCH, STATING THAT"THE PERFORMANCE
OF APPLICANT'S OBLIGATION UNDER THE MAINTENANCE,
MATERIALS AND WORKMANSHIP AGREEMENT HAS NOT BEEN
COMPLETED YET AND THE LETTER OF CREDIT WILL EXPIRE
WITHIN 30 DAYS FROM THE DATE OF THE DRAWING WITHOUT
BEING EXTENDED OR REPLACED TO THE CITY'S SATISFACTION,"
OR
3. A STATEMENT PURPORTEDLY SIGNED BY THE MAYOR, CITY
MANAGER OR AUTHORIZED REPRESENTATIVE OF THE CITY
OF OCOEE, SIGNED AS SUCH, STATING THAT"JPMORGAN CHASE
BANK, N.A. HAS LOST ITS DESIGNATION AS A"QUALIFIED PUBLIC
DEPOSITORY" PURSUANT TO FLORIDA STATUTES, CHAPTER 280,
AND AN ACCEPTABLE REPLACEMENT LETTER OF CREDIT HAS NOT
BEEN RECEIVED,"OR
4. A STATEMENT PURPORTEDLY SIGNED BY THE MAYOR, CITY
MANAGER, OR AUTHORIZED REPRESENTATIVE OF THE CITY OF
OCOEE, SIGNED AS SUCH, STATING THAT"THE DRAWING
IS DUE TO APPLICANT'S FAILURE TO REPAIR,CORRECT AND/OR
CURE A"DEFICIENCY"AS THAT TERM IS DEFINED IN THAT CERTAIN
MAINTENANCE, MATERIALS AND WORKMANSHIP AGREEMENT
BETWEEN THE CITY AND ACCOUNT PARTY WITH RESPECT TO THE
FOLLOWING SUBDIVISION: PARK AT 429 92/93 LOT 3."
IT IS A CONDITION OF THIS STANDBY LETTER OF CREDIT THAT IT
SHALL BE AUTOMATICALLY EXTENDED WITHOUT AMENDMENT FOR
ADDITIONAL ONE(1)YEAR PERIOD FROM THE PRESENT OR EACH
FUTURE EXPIRATION DATE, UNLESS AT LEAST 90 DAYS PRIOR TO
THE CURRENT EXPIRY DATE WE SEND NOTICE IN WRITING TO YOU
VIA HAND DELIVERY OR OVERNIGHT COURIER AT THE ABOVE
ADDRESS,THAT WE ELECT NOT TO AUTOMATICALLY EXTEND
THIS LETTER OF CREDIT FOR ANY ADDITIONAL PERIOD. HOWEVER
IN NO EVENT SHALL THIS LETTER OF CREDIT BE AUTOMATICALLY
EXTENDED BEYOND THE FINAL EXPIRY DATE OF JUNE 1, 2020.
DRAFTS MUST BEAR THE CLAUSE: "DRAWN UNDER LETTER OF
CREDIT NUSCGS005422 OF JPMORGAN CHASE BANK, N.A."
THIS LETTER OF CREDIT SHALL REMAIN IN FULL FORCE AND
Organized under the laws of U.S.A.with limited liability
United States NUSCGS005422 04 May 2018 Page-2/3
Continuation of our Reference NUSCGS005422
EFFECT NOTWITHSTANDING A PARTIAL DRAW OR DRAWS SO
LONG AS A SUM REMAINS TO BE DRAWN OR UNTIL THE LETTER
OF CREDIT HAS EXPIRED.
EXCEPT AS OTHERWISE SPECIFICALLY STATED HEREIN,THIS
LETTER OF CREDIT SETS FORTH IN FULL THE TERMS OF OUR
UNDERTAKING, AND SUCH UNDERTAKING SHALL NOT IN ANY
WAY BE MODIFIED, AMENDED, OR AMPLIFIED BY REFERENCE
TO ANY DOCUMENT, INSTRUMENT, OR AGREEMENT REFERENCED
TO HEREIN OR IN WHICH THIS LETTER OF CREDIT IS REFERRED
TO OR THIS LETTER OF CREDIT RELATES,AND ANY SUCH
REFERENCE SHALL NOT BE DEEMED TO INCORPORATE HEREIN
BY REFERENCE ANY DOCUMENT, INSTRUMENT, OR AGREEMENT.
WE HEREBY AGREE WITH THE DRAWERS,OF ALL DRAFTS DRAWN
UNDER AND IN COMPLIANCE WITH THE TERMS OF THIS LETTER
OF CREDIT,THAT SUCH DRAFTS WILL BE DULY HONORED UPON
PRESENTATION TO JPMORGAN CHASE BANK, N.A. (THE"BANK"),
AT C/O JPMORGAN TREASURY SERVICES, 10420 HIGHLAND MANOR
DRIVE,4TH FLOOR,TAMPA, FL 33610,ATTN:STANDBY LETTER
OF CREDIT DEPARTMENT.
THIS LETTER OF CREDIT WILL BE CONSIDERED AS CANCELED UPON
RECEIPT BY US OF THE ORIGINAL LETTER OF CREDIT ACCOMPANIED
BY BENEFICIARY'S WRITTEN AGREEMENT TO THE CANCELLATION.
OR(NAME OF CONFIRMING BANK, IF APPLICABLE)
OF THE ORIGINAL CREDIT INSTRUMENT OR UPON ANY PRESENT OR
FUTURE EXPIRY DATE HEREUNDER,WHICHEVER SHALL OCCUR FIRST.
THIS LETTER OF CREDIT IS SUBJECT TO THE"INTERNATIONAL
STANDBY PRACTICES(ISP98)", INTERNATIONAL CHAMBER OF
COMMERCE PUBLICATION NO.590 AND AS TO MATTERS NOT
GOVERNED BY ISP98, SHALL BE GOVERNED AND CONSTRUED
IN ACCORDANCE WITH THE PROVISIONS OF FLORIDA LAW. IF
A CONFLICT BETWEEN THE"INTERNATIONAL STANDBY
PRACTICES(ISP98)",AND FLORIDA LAW SHOULD ARISE, FLORIDA
LAW SHALL PREVAIL. IF A CONFLICT BETWEEN THE LAW OF
ANOTHER STATE OR COUNTRY AND FLORIDA LAW SHOULD ARISE,
FLORIDA LAW SHALL PREVAIL.
All inquiries regarding this transaction may be directed to our Client Service Group at the following
Telephone Number or Email Address quoting our reference NUSCGS005422.
Telephone Number: 1-800-634-1969
Email Address:gts.client.services@jpmchase.com
Yo ait Ily,
.'Morgan C :se Bank, N.A.,
/l1
Authored Signature
Organized under the laws of U.S.A.with limited liability
United States NUSCGS005422 04 May 2018 Page-3/3