1978-15 •
jilts JOUTHEAJTERf mU(1ICIPAL Bono/, Inc.
INVESTMENT BANKERS & FINANCIAL CONSULTANTS
POST OFFICE BOX 3333 •ORLANDO, FLORIDA 32802
TELEPHONE (305) 628 -0225
CITY OF CLERMONT, FLORIDA
$1,995,000
Water and Sewer Refunding Revenue Bonds, Series 1978
PURCHASE CONTRACT
May 12, 1978
Honorable Mayor and Members
City Council
City of Clermont, Florida
1. The undersigned (herein called the "Underwriters" or
"Purchasers ") offers to enter into the following agreement with
the City of Clermont, Florida (herein referred to as the "City ")
which, upon your acceptance of this offer, will be binding upon
you and upon the Underwriters. This offer is made subject to your
acceptance by execution of this Purchase Contract and its delivery
to us on May 15, 1978.
2. Upon the terms and conditions and upon the basis of the
representations and warranties hereinafter set forth, the Under-
writers hereby agree to purchase from you for offering, and you
hereby agree to sell to the Underwriters for such purpose, all
(but not less than all) of the City of Clermont, Florida, Water
and Sewer Refunding Revenue Bonds, Series 1978 (herein referred
to as the 'Bonds "), dated May 1, 1978, having the maturities and
bearing interest due November 1, 1978, and semi - annually thereafter
on each May 1 and November 1 at the rates and terms stated in
Schedule 2 attached hereto, at the purchase price of $1,935,150.00
plus interest accrued on said 1978 Bonds from May 1, 1978 to
the date of the Closing.
Bond amortization installments referred to in the
Authorizing Documents (hereinafter referred to as "Documents ")
shall be established and paid into a Bond Amortization Fund in
the amount and on the dates as set forth in Schedule 1(A)
attached hereto. Should the purchase prices set forth on Sched-
ule 1(A) attached hereto increase therein prior to Closing, then
such increase will be subject to the approval of the City Council.
Any decrease in such purchase prices will be reflected at Closing.
City of Clermont
Page 2
3. The 1978 Bonds shall be described in and shall be issued
pursuant to the Documents as supplemented and amended to the date of
Closing (such Documents as supplemented and amended to the date of the
Closing sometimes referred to hereinafter as the "Documents ").
fl 4. At the time of or before the Closing as herein provided you
shall deliver to us a copy of the final Official Statement of the City
,,__--- relating to the 1978 Bonds, together with all exhibits thereto,
executed on behalf of the City by your Mayor, City Clerk, and City
Manager. You will authorize a Preliminary Official Statement, the
information therein contained to be used in connection with the
offering and sale of the 1978 Bonds.
5. You will represent and warrant to the Underwriters that the
Preliminary Official Statement, as amended by a final Official State-
ment will and at all times subsequent thereto up to and including the
date of the Closing be true and correct in all material respects, and
will not include an untrue statement of a material fact or any other
fact necessary to make the statements therein relating to the City and
the 1978 Bonds, or omit to state a material fact or any other fact
necessary to make the statements therein relating to the 1978 Bonds,
in light of the circumstances under which they were made, not mislead-
ing.
6. On or before August 15, 1978, or at such other times or on
such earlier or later business day as shall be mutually agreed upon by
you and us, you will deliver to us the 1978 Bonds, in definitive form
1 and duly executed, together with the other documents hereinafter men-
tioned; and we will accept such delivery and pay the purchase price of
the 1978 Bonds as set forth herein, the check or checks payable in
Federal Funds to the order of the City of Clermont. Delivery and
payment as aforesaid shall be made at a mutually agreed upon location.
This payment and delivery is herein called the "Closing ".
7. The obligations of the Underwriters hereunder are subject to
the following conditions:
(a) At the time of the Closing, the Documents shall be in full
force and effect as may have been agreed to in writing by
us, and you shall have duly adopted and there shall be in
full force and effect such additional ordinances as shall,
in the opinion of Bond Counsel be necessary in connection
with the transactions contemplated hereby;
City of Clermont
Page 3
(b) At the time of the Closing, a final judgment of the Cir-
cuit Court in and for Lake County shall have been
entered, validating the Bonds, which shall be in full
fl force and effect, and there shall be no appeal pending
with respect to such decree and the time for such an
appeal shall have expired;
(c) We may terminate this Agreement by notification to you
if at any time subsequent to the date hereof and at or
prior to the Closing in the event that (i) legislation
shall be enacted by the Congress or adopted by either
House or approved by a Committee thereof of a decision
by a Court of the United States or the Tax Court of the
United States shall be rendered, or a press release,
filing regulation or official statement by or on behalf
of the Treasury Department of the United States, the
Internal Revenue Service or other Governmental agency
shall be made which would have a material adverse effect
on the proposed plan of financing due to a change in the
Federal arbitrage laws or with respect to Federal taxa-
tion upon revenues or other income of the general character
expected to be derived by you or upon interest received
on bonds of the general character of the 1978 Bonds, or
which would have the effect of changing, directly or
indirectly, the Federal income tax consequences of
interest on securities of the general character of the
1978 Bonds in the hands of the holders thereof, which in
our opinion materially affects the market price of the
1978 Bonds, or (ii) the United States shall become
engaged in hostilities which have resulted in a declara-
tion of war or a national emergency, or there shall have
occurred a general suspension of trading on the New York
Stock Exchange or the declaration of a general banking
moratorium by the United States or New York State
authorities;
(d) We may also terminate this Agreement by notification to
you if subsequent to the date hereof and at or prior to
the Closing, one of the following events occur: (i)
United States Treasury Bonds to be purchased with bond
amortization installments deposited in the Bond Amortiza-
tion Fund, as provided in the Documents, are unavailable;
or (ii) the Purchaser, after diligent efforts, is unable
to commit a financial institution to sell the United
States Treasury Bonds required for the Bond Amortization
Fund on the dates set forth in Schedule 1(A) attached
hereto and at purchase prices allowing a yield sufficient
to make the refunding program feasible.
1
•
City of Clermont
Page 4
8. We reserve the right to increase or decrease the principal
amount of 1978 Bonds purchased by an amount not to exceed five percent
(5%) of the amount stated in paragraph 1 hereby, as may be necessary
to carry out the purposes of the refunding program provided that the
n total amount of 1978 Bonds purchased will not increase the number of
1978 Bonds validated; and to correspondingly increase, or decrease,
the principal amount of 1978 Bonds in any maturity by an amount not to
exceed two and one -half percent (2 1/2%) of the principal amounts
stated in Schedule 2 hereto. The purchase price to be paid by us for
the 1978 Bonds shall be adjusted in proportion to the amount of any
increase or decrease in the principal amount of 1978 Bonds delivered
at the Closing.
9. At or prior to the Closing, we shall receive the following
documents:
(a) A certified copy of the Documents, as amended and supple-
mented to the date of Closing, authorizing the execution and
delivery of the 1978 Bonds;
(b) Verification by a nationally recognized firm of certified
public accountants, as to the accuracy of (i) the mathem-
atical computation of the adequacy of the maturing principal
amounts of the Federal Securities (as defined in the Docu-
ments) plus the interest thereon (1) to pay, when due, the
principal of and interst on the Refunded Bonds (as defined
in the Documents) and (2) the adequacy of the interest
earned on the Federal Securities held under the Escrow
Deposit Agreement (as defined in the Documents) in amounts
sufficient to pay, as the same mature and become due, the
principal of and interest on the Bonds; and (ii) the mathem-
atical computation supporting the conclusion that the 1978
Bonds are not "arbitrage bonds" under Section 103(c) of the
Internal Revenue Code of 1954;
(c) The unqualified approving opinion of Bond Counsel, as to the
1978 Bonds, dated the date of the Closing, in form and
substance acceptable to us and our Counsel; and an opinion
from Haynes & Miller, Tax Counsel, that the 1978 Bonds are
not arbitrage bonds;
d A certificate ( ) is to dated the date of the Closing by the City
Attorney to the effect that no litigation is pending or, to
his knowledge, threatened in any court to restrain or enjoin
the issuance or delivery of any of the 1978 Bonds, or
in any way contesting or affecting the validity of the
1978 Bonds, the Documents, this Purchase Contract or any
City of Clermont
Page 5
other document authorized by the City Council relating
to this refunding program, or contesting the powers of
the City or any authority for the issuance of the 1978
Bonds or the Documents and that other than as disclosed
in the final Official Statement there is no litigation
pending, or to the knowledge of said City Attorney,
threatened against the City or involving any of the
property or assets under the control of the City which
involve the possibility of any judgment or liability,
not fully covered by insurance or adequate established
reserves, which may result in any material adverse
change in the properties, assets or or in the condition,
financial or otherwise, of the City other than routine
litigation of the type which normally accompanies
operations of the City, which Certificate shall be in
form and substance acceptable to us (but in lieu of
such Certificate by your City Attorney, acceptable to
us in form and substance, that in his opinion the
issues raised in any such pending or threatened litiga-
tion are without substance or that the contentions of
any plaintiffs therein are without merit);
(e) Executed copies of the final Official Statement of the
City and executed copies of the Documents as amended
and supplemented to the date of Closing, executed
copies of this Purchase Contract and any other documents
authorized by the City Council relating to this refunding
program.
(f) Such additional certificates, instruments, and other
documents as we may reasonably deem necessary to evid-
ence the truth and accuracy as of the time of the
Closing of your representations and warranties herein
contained and the due performance or satisfaction by
you at or prior to such time of all agreements then to
be performed and all conditions then to be satisfied by
you.
10. Delivered to you with this Purchase Proposal is a check
payable to the order of the City of Clermont, Florida, in the
amount of $15,000. You agree to hold this check uncashed until
the Closing as security for the performance by the Underwriters
of their obligation to accept and pay for the Bonds at the Clos-
ing, and in the event of their performance of such obligation
such check shall be returned to us at the Closing. In the event
the City does not accept this offer, the check shall be promptly
returned to us. In the event of the City's failure to deliver
City of Clermont
Page 6
the Bonds at the Closing, or if the City shall be unable to
satisfy the conditions to the obligations of the Underwriters set
forth in this Purchase Contract (unless waived by the Underwriters),
or if the obligation of the Underwriters shall be terminated for
any reason permitted by the Purchase Contract, such check shall
fl be immediately returned to us. In the event that we fail (other
than for a reason permitted hereunder) to accept delivery of and
pay for the Bonds at the Closing, such sum shall be retained by
the City as and for full liquidated damages for such failure and
for any defaults on our part and on the part of the Underwriters.
If you are unable to satisfy the conditions of the
obligations to the Purchaser contained in this Purchase Contract,
or if the obligations of the Purchaser shall be terminated for
any reason permitted by this Purchase Contract, this Purchase
Contract shall terminate and neither the Purchaser nor you shall
be under further obligation hereunder.
11. This Purchase Contract shall be governed by and c
onstrued in accordance with the laws of the State of Florida.
12. Any notice or other communication to be given to you
under this Purchase Contract may be given by delivering the same
in writing at your address set forth above and any notice or
other communication to be given to the Underwriters under this
Purchase Contract may be given by delivering the same in writing
at the address set forth above.
13. This Purchase Contract is made solely for the benefit
of you and the Underwriters (including the successors or assigns
of the Underwriters) and no other person shall acquire or have
any right hereunder or by virtue hereof. All your representations,
warranties and agreements in this Purchase Contract shall remain
operative and in full force and effect, regardless of (a) any
investigation made by or on behalf of the Purchaser, (b) delivery
of and payment for the 1978 Bonds hereunder, and (c) any termina-
tion of this Purchase Contract.
14. Notwithstanding any provisions herein to the contrary it
is specifically understood and agreed by the parties hereto that any
act, omission, or failure of any kind on the part of the City of
Clermont to perform any obligation herein shall not render the City
liable for any damages or specific performance to the underwriters
and the City shall not be under any further obligation.
14. Notwithstanding any provisions herein to the contrary it is specifically
understood and agreed by the parties hereto that any act, omission, or failure of any
kind on the part of the City of Clermont to perform any obligation herein shall not
render the City liable for any damages or specific performance to the underwriters
and the City shall not be under any further obligation.
of
City of Clermont
Page 7
If the foregoing is in accordance with the City's under-
standing of the agreement between the City and the Underwriters,
sign and return to the Underwriters whereupon it will constitute
a binding agreement between both parties in accordance with its
terms.
Very truly yours,
SOUTHEASTE: ,, • (C .PA BONY , INC.
B y •
i ce President /
CITY OF CLERMONT
LAKE COUNTY, FLORIDA
'> f -:- f 4,-* ' ,',y,' - B
F,,, r 'C • . ' ,,' cp = °% - Mayor
��l ° O� ..r'a� � �w By : . I A .■ i . . �. A k �
'° ^ °, q ,I) 1,.\, �` C i t er
ACCEPTED by Motion adopted at the
City of Clermont, Florida, this
15th day of May, 1978.
I
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Page 8
CITY OF CLERMONT, FLORIDA
Water and Sewer Refunding Revenue Bonds, Series 1978
I
Schedule 1(A)
fl Date Par Amount Purchased Price
11/1/78 $ 40,000 97
5/1/79 10,000 97
11/1/79 10,000 97
5/1/80 15,000 97
11/1/80 15,000 97
5/1/81 15,000 97
11/1/81 20,000 97
5/1/82 20,000 97
11/1/82 20,000 97
5/1/83 20,000 97
11/1/83 20,000 97
5/1/84 20,000 97
11/1/84 25,000 97
5/1/85 25,000 97
11/1/85 25,000 97
5/1/86 25,000 97
11/1/86 25,000 97
5/1/87 30,000 97
11/1/87 30,000 97
5/1/88 55,000 97
11/1/88 55,000' 97
5/1/89 30,000 97
11/1/89 35,000 97
5/1/90 35,000 97
11/1/90 35,000 97
5/1/91 40,000 97
11/1/91 40,000 97
5/1/92 45,000 97
11/1/92 45,000 - 97
Total $825,000
Page 9
CITY OF CLERMONT, FLORIDA
Water and Sewer Refunding Revenue Bonds, Series 1978
A'!" Schedule 2
Date Maturity Coupon
5/1/93 $ 45,000 6.50%
11/1/93 45,000 6.50
5/1/94 50,000 6.50
11/1/94 50,000 6.50
5/1/95 50,000 6.55
11/1/95 55,000 6.55
5/1/96 55,000 6.55
11/1/96 55,000 6.55
5/1/97 55,000 6.60
11/1/97 60,000 6.60
5/1/98 60,000 6.60
11/1/98 65,000 6.60
5/1/99 65,000 6.65
11/1/99 70,000 6.65
5/1/2000 70,000 6.65
11/1/2000 70,000 6.65
5/1/01 75,000 6.70
11 /1 /01 80,000 6.70
5/1/02 80,000 6.75
11/1/02 20,000 6.75
5/1/07 820,000 6.75
Total $1,995,000