1950-01B.J.VAN INGEN & CO.INC.
ROBERT H. COOK
VICE PRESIDENT
MUNICIPAL BONDS
DU PONT BUILDING
MIAMI 32, FLORIDA
NEW 'YORK
CHICAGO
AGREEMENT
WITNESSETH. this Agreement made the 6th day of june, 1950,
between the City of' Clermont. Florida, a municipal corporation in the County of Lake
State of' Florida (hereinafter referred to as the "City"), the first party, and
B. J. Van Ingen & Co. Inc. and First Securities.Company of Kansas Incorporated,
dealers in municipal bonds (hereinafter referred to as "Bankers"), the second party;
WHEREAS. the City of' Clermont, Florida, has now outstanding approxilnately
$340.000 Ref'unding Bonds, dated July 1, 1939, due July 1, 1969, callable upon 30 days
notice on any interest payment date at Par and Interest. now bearing interest at the
rate of 3% to July 1, 1951 and then to July 1, 1955 and then 4% to July 1, 1959,
and then 4~ to July 1. 1964, and then 5% to July 1, 1969; and
WHEREAS, the City's presently outstanding bonds will shortly bear interest rates
above rates the City in its improved condition is entitled to; and
WHEREAS, if' a ref'unding program is entered into at this time the new ref'unding
bonds would be in $1,000 denominations, elilninating the $500.00 denominations now
outstanding on the Bonds; and
WHEREAS. the Bankers, af'ter careful study and consideration of the above
factors and af'ter consultation with the City Officials, advised that the above
described outstanding indebtedness might be refunded at this time on a basis that
will effect a substantial saving to the City, and the City af'ter deliberation and
careful investigation has concluded that the terms of this Agreement are most
f'avorable to the City and to its taxpaiers;
NOIV, THEREFORE. IT IS AGREED.
AUTHORIZATION. VALIDATION AND LEGAL
The City will promptly adopt the necessary resolutions and take all proceed-
ings lawfully required to authorize the issuance, institute validation proceedings.
and obtain an acceptable legal opinion on approximately $335,000 City of Clermont,
Florida, Bonds to be described more fully in a mutually agreed upon maturity schedule,
f'or the purpose of' ref'unding a like principal an ount of' the above described $340,000
callable bonds ref'erred to.
PROCEEDINGS
The Bankers agree to prepare or assist the City in the preparation of' all pro-
ceedings required to authorize and validate said Ref'unding Bonds of the New Issue
and in the exchange or sale of' said Bonds and the calling of' the unexchanged out-
standing Bonds f'or redemption.
City of' Clermont, Florida
Page 2.
PAYMENT OF BONDS
The City agrees that f'or the payment of the new refunding bonds, the full
faith and credit of' the City shall be pledged and it will obligate itself' to
levy and collect unlimited ad valorem taxes upon all properties within its
present territorial limits, including all homesteads therein, in an amount suf'-
f'icient to provide for the payment of the principal and interest thereon in due
time. The City f'urther agrees that for the payment of the New Refunding Bonds
a minimum of $25,000 will be levied f'or debt service annually during the life
of' the New Ref'unding Bonds. Tax levies will be made at such times and at such
rates as to assure the collection of the amount necessary to service the matur-
ing principal and interest on the New Ref'unding Bonds.
In determining the rates of taxes to be levied in any fiscal year in
order to produce that debt service money as outlined above for servicing the bonds,
the City will obligate itself to levy taxes at such rates, which upon the experience
of' collectibility of' taxes f'or the preceding three f'iscal years, will produce that
amount.
RESERVE
The City represents that on or before July 1, 1952, it can and will create
and thereaf'ter maintain a special f'und in an.amount not less than $10,000 as a
reserve for the payment of principal and interest on the Refunding Bonds of the
New Issue, v.hich shall be used for no other purpose and shall be brought back to
$10,000 as soon as possible f'ollowing withdrawal f'or said purposes. This $10,000
reserVe fund may be in cash or United States Government Bonds.
The City agrees to diligently prosecute collection of all delinquent taxes.
Debt service taxes for payment of the interest on and principal of the Refunding
Bonds of the New Issue shall be collected only in lawful money of the United States;
and taxes f'or other than servicing the Bonds, shall be collected or received only
upon the condition that taxes f'or the Bonds are paid simultaneously therewith.
EXPENSES
The Bankers agree to pay the expenses incident to the authorization and
issuance of' the Ref'unding Bonds of the New Issue, including the f'ees of' all
counsel retained in connection therewith, the cost of preparing and executing such
Bonds, cost of' communicating with holders of outstanding Bonds and the cost of
all public notices that may be required. The City retains complete authority to
supervise the Refunding, inoluding the approving of all counselor other agents
who may be engaged. The Banker's shall not be liable for any expense incurred
by the City without the approval of'the Bankers as to the amount thereof.
EXCHANGES
The Bankers agree to use their best efforts to assemble the outstanding
bonds and exchange them for an equal principal amount of the New Issue of Ref'unding
Bonds. A:ny prof'it or loss resulting f'rom arrangements between the Bankers and
the holders of outstanding bonds shall accrue to the Bankers and not to the City.
The Bankers may, during this Agreement, or thereafter, buy or sell f'or their own
account, or as brokers or agents f'or others, any of' the outstanding bonds or the
City of Clermont, Florida
Page 3.
(EXCHANGES - continued)
Ref'unding Bonds of the New Issue at their own profit or loss, and shall not be
deemed to have eff'ected any such transactions as a8ents or trustees of the City
by virtue of this Agreement. It is understood that the Bankers are to be the
exclusive Agent of' the City in ef'fecting any such exchanges.
. PUBLIC SALE
It is the intention of' the Bankers, providing we are not engaged in war
or the money market does not change materially on account of any untoward hap-
pening, to consummate this Refunding in its entirety during the life of this
agreement. but on account of the uncertain world conditions at the moment, the
following provision is made a part of' this Agreement.
On or bef'ore July 1, 1951, after due consideration has been given to any
exchanges to be made or committed to be made, callability of the Bonds to be
refunded, conditions of the market, and any other pertinent circumstances, the
Bankers may advise the City f'orty-five (45) days prior to the interest payment
or call dates of January 1, 1951, or July 1, 1951, to off'er at public sale
any or all of the Refunding Bonds of the New Issue as are not exchanged or com-
mitted to be exchanged. The City will hold such public sale on the date speci-
f'ied by the Bankers and wi 11 award the Bonds that go to public sale to the bid-
der offering to pay the highest price therefor andotherwise complying with
all the terms and conditions of sale as may be determined in the discretion and
the judgment of the City.
GUARANTEED BID
Upon advice f'rom the Bankers to hold the public sale, in accordance with
the above, the Bankers agree that at the public sale of the Refunding Bonds of
the New Issue, held pursuant to the terms of this Agreement. they will submit a
bid and obligate themselves to purchase all such bonds as may be off'ered f'or
sale, at not less than $990.00 and accrued interest per $1,000.00 principal
amount of bonds for a total of $150.000.00 principal amount of such bonds or
any lesser amount that may be off'ered for public sale. The Bankers agree to
bid not less than $1,000.00 and accrued interest per $1,000.00 principal amount
of' bonds that go to public sale f'or any amount of bonds in excess of' $150,000.00
principal amount. The Bankers' guarantee to bid f'or the said New Refunding Bonds
and the exchange of Bonds under the option provided in this Agreement shall be
subject to the unqualif'ied f'inal approving opinion of selected nationally-known
municipal bond attorneys that the New Ref'unding Bonds are valid, have all contract
rights as to security, taxing power, obligations for payment and all remedies for
enforcement as to indebtedness ref'unded thereby; that upon delivery of said New
Ref'unding Bonds, they will enjoy the same tax-exempt status they would have en-
joyed if they had been delivered as of the date thereof'.
FEES
To reimburse the Bankers for the expenses they will incur hereunder and to
compensate them for their services herewith and in consideration of' their guarantee
to bid on such Bonds as go to public sale under conditions outlined above, the City
will pay to the Bankers three percent (3%) of the principal amount of the
Ref'unding Bonds of the New Issue exchanged; and three percent (3%) of the
City of' Clermont, Florida
Page 4.
(FEES - continued)
principal amount of' the Refunding Bonds of the New Issue that may be sold
at public sale hereunder, regardless of' whether the Bankers or others may
be the purchasers thereof. Such payments are to be made by the City (from
f'unds other than the proceeds of' the sale of ref'unding bonds of the New
Issue) from time to time as exchanges may be completed in blocks of not
less than $25,000, immediately after the completion of any exchange and
immediately af'ter or simultaneously with the delivery of' the Refunding Bonds
of the New Issue pursuant to the public sale.
GOOD FAITH CHECK
To evidence the Good Faith of' the Bankers and to assure the submission
of' a bid in accordance with the terms hereof for any Refunding Bonds of the
New Issue that may be offered for sale, the Bankers will deposit with the
City its Certif'ied Check or a Bank Cashier's Check in an amount equal to 2%
of' the total amount of the Ref'unding Bonds of' the New Issue as are offered
for sale. This check shall be returned to the Bankers immediately after
the sale if the Bankers are not the successful bidders, or applied to the
purchase price if they are the successful bidders, or. in the event of the
failure of the Bankers to submit a bid as herein prescribed, to be retained
by the City as full and liquidated damages for such failure.
RENEWAL
This Agreement shall expire on the 15th day of July. 1951, unless ex-
tended for a longer period by mutual consent of the City and the Bankers.
IN WITNESS WHEREOF, the parties have executed this Agreement as of' the
date above set forth.
B. J. VAN INGEN & Co. Inc.
FIRST SECURITIES COMPANY OF KANSAS
INCORPORATED
BY
B. J. Van Ingen & Co. Inc.
$335,000 CITY OF CLERMONT. FLORIDA
. 3% Refunding BOnds
Dated July 1, ,1950
Bonds lnaturing 1952 through '1969 b$ar interest at the rate of 3% to maturityo
Due
July 1.
1950 1951 1952 1953 1954,· 1955 1956
1957 1958 1959 1960 1961 1962: 1963
1964 1965 1966 1967 .1968 I, 1969
Prino
Amount
Bonds
Outstanding
Into Rate
3
3% 335 335 $15,000 320 15,000 . '305 ,.
15.000 : 290 16;000 . 274' 16.000 I 258
17,000 241" 17.000224 18,000 206
18,000 188 19,000 169 19,000 150
20,000 130 20,000 20,000 90 '20,000 70
**20,000;: 50 **20,000 . 30 *30000 "0
*Calcuable 7/1/55 to 1/1/65 ø 102
7/1/65 to 7/1/68 @) 101
Calcuable 7/1/60 to 7/1/65 @ 102:
7/1/65 before maturity @ 101
$335,000
Interest Reserve
Annual Debt Service
Average