HomeMy WebLinkAboutSoutheastern Municipal Bonds Agreement -1983 11 23
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AGREEMENT
THIS AGREEMENT made this day of /lI~v. C:;~ , 1983, by
and between the City of Winter Springs, Florida (hereinafter
called the "City"), party of the first part, and Southeastern
Municipal Bonds, Inc., Orlando, Florida, (hereinafter called
the "Banker"), party of the second part,
WITNESSETH:
WHEREAS, the City has decided to issue bonds to provide for
the financing of a Municipal Complex and Moss Creek Road (the
"Projects"); and
WHEREAS, the City desires to develop feasible, economical,
and equitable plans of procedures in carrying through to com-
pletion the financing of said bonds; and
WHEREAS, the preparation of such plans and their execution
requires certain studies, analyses, and recommendations to the
City to be made by persons qualified by training and experience
to do so; and
WHEREAS the Banker is engaged in the field of finance,
including investment banking, and has comprehensive experience
and skill in underwriting state, county, municipal and other
local government bond issues and in providing consulting services
related to planning, preparing, marketing and distribution or
placing of such bond issues or other forms of securities;
NOW, THEREFORE, it is mutually agreed as follows:
The Banker hereby agrees to perform the following services
in connection with the authorization, sale and delivery of the
bonds/notes subject to the conditions and in consideration of
payments as hereinafter set forth:
1. The Banker will assign competent personnel to perform
all work in connection with these programs and will be
available for consultation with the City at all reason-
able times.
2. The Banker agrees to assemble, review and analyze
available data and information which may have a bearing
on programs for financing the bonds.
3. Based on foregoing analysis, the Banker will prepare
and submit to the City copies of a written report
containing, in addition to other information, the
following:
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(a) A description of the proposed projects and a
review of their capital and annual costs.
(b) A review of the proposed methods of financing,
including sources of revenue to be used for debt
amortization.
(c) Recommendations as to proposed debt repayment
schedules, security pledges for the bonds/notes, prior
redemption features, reserve accounts, application of
revenues, and other details relating to the debt and
its repayment.
(d) Estimates as to annual amounts required to meet
annual debt service and operation and maintenance
costs, giving consideration to current interest rates.
4. Discuss the contents of the foregoing report with the
City and make such necessary revisions as shall be
required.
5. The Banker will assist the City's bond counsel and
local counsel in the preparation of bond resolutions
and all documents required for the authorization,
validation and issuance of bonds including final legal
opinions at the time of delivery of the bonds.
6. Upon adoption of the bond resolutions the Banker will
assist the City in the preparation of official state-
ments setting forth the details of the bond issues, a
full description of the economic and fiscal capacity of
the City and all other pertinent details which will
permit the City to receive thp. best possible interest
rates from prospective investors. During the prepara-
tion of and upon the completion of the official state-
ments, the Banker will confer by direct personal
contact with the Municipal Rating Agencies and/or the
Municipal Bond Insurors and provide them with complete
information regarding the bonds, the general operations
and other financial and economic details pertaining to
the City in order to assure that the City receives the
highest possible ratings for the bonds.
7. Subsequent to the adoption of the bond resolution and
preparation of the official statements, the Banker will
submit an agreement to purchase the bonds at a specific
dollar price and coupon rate to be named at such time.
In addition, the agreement shall cover all terms and
conditions of the sale. All costs in connection with
the issuance of bonds will be paid by either the City
or the Banker, provision for which will be contained in
the purchase agreement.
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8. It is expressly understood that this agreement does not
make the Banker an employee of the City nor does it
establish any fiduciary relationship between the City
and the Banker.
9. This agreement shall remain in effect for a period of
one year within which time the bonds herein contemplat-
ed to be issued would be delivered. In the event the
bonds have not been delivered within this time period
by virtue of circumstances beyond the Banker's control,
this agreement shall automatically be renewed for
successive one year periods unless either party gives
notice by certified mail addressed to the other party
that this agreement is terminated at the beginning of
any such period.
10. In the event these programs are abandoned or bonds are
not sold and delivered the City shall have no obliga-
tion to the Banker.
IN WITNESS WHEREOF, the City, party of the first part, has
caused these presents to be properly executed, and said the
Banker, party of the second part, has caused these presents to be
executed as of the date hereinabove set forth.
(SEAL)
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By ~t. · Clh........4--..
SOUTHEAST N MUNICIPAL BONDS, INC.
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...J1IB.... IOUTHEAnERn mUnICIPAL80n~lnC.
INVESTMENT BANKERS & FINANCIAL CONSUL TANTS
POST OFFICE BOX 3333 · ORLANDO, FLORIDA 32802
TELEPHONE (305) 660-2025
November 17, 1983
Mr. Richard Rozansky
City Manager
CITY OF WINTER SPRINGS, FLORIDA
400 North Edgemon Avenue
Winter Springs, Florida 32708
Re: Agreement for Services for the Municipal Complex and
Moss Road Projects
Dear Mr. Rozansky:
We are extremely pleased to have the opportunity to work
with the City in the financing of the above referenced projects.
Enclosed is an Agreement for your review. After you have had a
chance to review the Agreement I will be glad to meet with you
and the mayor regarding any questions you may have.
I look forward to discussing this with you at your earliest
convenience.
Sincerely,
GEA/gs
~ers
Enclosure
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NOV 17 1933
CITY 01 'N!rJTm SPRINGS
CITY MIUU.GER