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1966-04Leedy Wheeler & Allman INCORPORATED Investment Bankers ESTABLISHED 1824 ROBERT L., WAGNER VICE PRESIDENT . ONE NORTH ORANGE BUILOING .. TELEPHONE .a2.5181 Orlando, Florida. February 28, 1966 Honorable Mayor and City Council City of Clermont Clermont, Florida Gentlemen: Understanding that the City of Clermont, Florida, contemplates the construction' of a sanitary sewage system; together with treatment facilities, in the approximate amount of $2,300,006, as set forth in a report submitted to your Council by your consulting engineers, Michaels Engineering Company of Orlando, Florida, under date of November 30, 1964, and inasmuch as it will be necessary to issue either sewer revenue certificates and/or special assessment certificates to pay a part of the cost of such a program, we submit the following proposal: THIS AGREEMENT, made this 28th day of March , 1966, by and between LEEDY, WHEELER & ALLEMAN, INC., Orlando, Florida, hereinafter referred to as "Bankers ,"and the CIlY OF CLERMONT, FLORIDA, hereinafter referred, to a s the "City," WITNESSETH: (I) Bankers will analyze the proposed construction program and, after determining the availability of outside funds, including federal and/or state grants, will then make written recommendations for the issuance of the types of securities which, in our opinion,. will best permit the financing the City de- sires for their portion of the cost. This report will take into consideration the amount of revenues which will be available from monthly sewer charges, front foot ,or other method of assessment, operating expenses, and will make full recommendations as to the various security provisions, together with those other technical portions of the bond resolution which will best permit the City to market these securities and yet retain the flexibility for growth that is so necessary for 'your City. (II) We will retain, at our expense, nationally recognized bond counsel to prepare the necessary resolution,s incidental to the authorization of the particular types of securities which are developed in (I) above and, further, to work with and assist the City's attorneys in the validation of these securities. City of Clermont 2. February 28, 1966 (III) Bankers will pay all other costs in connection with the issuance and delivery of said securities, including advertising of notices, printing of blank certificates and Official Statements, validation costs in the Circuit Court, and including the fees of the City attorney, and it shall be understood that all legal documents submitted to the City and actions required by the City attendant there- to shall be subject to examination and approval by the legal counsel of the City. (IV) When the securities have been validated, Bankers will submit to the City an offer to purchase from the City, and the City agrees to sell to the Bankers~ at prices mutually agreed upon" all such securities as shall be issued as set forth above. It shall be understood that Bankers may negotiate for a par- ticular issue and the City may still reserve the right to offer any other issue at a public sale or dispose of them as they should deem to be in the best interests of the City. These securities, on delivery, are to be accompanied by the un- qualified legal opinion of bond counsel approving the legality of these securities, together with Non-Litigation Certificate and the usual closing papers. It shall be specifically provided that the City shall have the right to sell either or both of these issues to Bankers as provided herein, or to sell e:ther or both of these issues under Paragraph (V), as set out below. (V) In the event the City, by resolution, directs the financing of the project by sale other than a negotiated sale to the Bankers, the City agrees to pay the Bankers for all of their services to the project, including development and financial services, a fee which shall be based.upon the suggested schedule of minimum fees, Classification No.3, as published by the Florida Security Dealers Association, as set out below, including fees of the Gity attorney: No. of Bonds 200 - 299 300 - 399 . 400 - 499 500 - 599 Fee $29.00 27.50 26.00 25.00 No. of Bonds 600 - 699 700 - 799 800 - 899 900 - 999 1,000 - 1,500 Fee $24.00 23.00 22.00 21. 00 20.00 This fee shall apply to each issue of certificates separately'. Bankers shall be entitled to receive such payment even though they are the purchasers of the bonds at a sale as provided for in this paragraph. In the event bonds are not sold and delivered, there shall be no fee due. to Bankers. (VI) This Agreement shall extend for a period of () years from date, unless the plan of financing provided for shall have been completed before the expiration of this Agreement. (VII)' It is specifically understood that such services as we may lawfully perform shall in nowise constitute the managing or controlling of the official functions of the governing authorities. Nothing herein contained shall make us City of Clermont' 3. February 28, 1966 your agents, employees, or financial, fiscal or other advisors, or establish any fiduciary or confidEmtial relationship between us. IN WITNESS WHEREOF, the City and Bankers have executed this Agreement in their names and on their behalf this 28th day of March, 1966. RLW:jam LEEDY, WHEELER & ALLEMAN, INC. By Robert L. Wagner CITY OF CLERMONT, FL6RIDA Mayor, as to form and Correctness: