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: