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1989-35 ... '. , . 8 FOLEY & LARDNER POST OFFICE BOX 1290 ..JACKSONVILLE. FLORIDA 32201-1290 FOLEY & LARDNER 1700 FIRST UNION BUILDING 200 WEST FORSYTH STREET TELEPHONE (904) 356-2029 MADISON. WISCONSIN CHICAGO. ILLINOIS ITASCA. ILLINOIS WASHINGTON, D.C. ALEXANDRIA, VIRGINIA ANNAPOLIS, MARYLAND ORLANDO. FLORIDA TALLAHASSEE. FLORIDA TAMPA, FLORIDA WEST PALM BEACH. FLORIDA IN MILWAUKEE. WISCONSIN 777 EAST WISCONSIN AVENUE MILWAUKEE, WISCONSIN 53202-5367 TELEPHONE (414) 271-2400 TELEX 26-819 September 25, 1989 89-035 City of Clermont P.O. Box 120219 Clermont, FL 34712 /0-2.4 ~8C¡ ~ ~ Attention: Mr. Joseph E. Van Zile Finance Director Re: Proposed Issuance of $2,070,000 City of Clermont, Florida, Sales Tax Revenue Bonds, Series 1989 Ladies/Gentlemen: The purpose of this letter is to set forth the role we propose to serve and responsibilities we propose to assume as bond counsel in connection with the issuance of the above-refer- enced bonds (the "Bonds") by the City of Clermont, Florida (the "Issuer"). Bond counsel is engaged as a recognized independent expert whose primary responsibility is to render an objective legal opinion with respect to the authorization and issuance of bonds. As bond counsel, we will examine applicable law, prepare the resolution or ordinance authorizing and securing the Bonds (the "Resolution") and other authorizing documents, consult with the parties to the transaction prior to the issuance of the Bonds, review certified proceedings, and undertake such addi- tional duties as we deem necessary to render such opinion. subject to the completion of proceedings to our satisfac- tion, we will render our opinion that: (1) the Issuer is a duly created and validly existing municipal corporation of the State of Florida with the power to adopt the Resolution, perform the agreements on its part con- tained therein and issue the Bonds; '. '" 8 8 City of Clermont September 25, 1989 Page Two (2) the Resolution has been duly adopted by the Issuer and constitutes a valid and binding obligation of the Issuer enforceable in accordance with its terms; (3) the Bonds have been duly authorized, executed and delivered by the Issuer and are valid and binding special obliga- tions of the Issuer enforceable in accordance with their terms, payable solely from the sources provided therefor in the Resolu- tion; (4) the interest paid on the Bonds will be (i) excluded from gross income for federal income tax purposes, and (ii) exempt from taxation under the laws of the State of Florida (subject to certain limitations expressed in the opinion); and (5) the Bonds are exempt from registration under the Securities Act of 1933, as amended, and the Resolution is exempt from qualification as an indenture under the Trust Indenture Act of 1939, as amended. The opinion will be executed and delivered by us in written form on the date the Bonds are exchanged for their purchase price (the "Closing") and will be based on facts and law existing as of its date. Upon delivery of the opinion, our responsibilities as bond counsel will be concluded with respect to this financing; specifically, but without implied limitation, we do not undertake (unless separately engaged) to provide continuing advice to the Issuer or any other party concerning any actions necessary to assure that interest paid on the Bonds will continue to be excluded from gross income for federal income tax purposes. In rendering the opinion, we will rely upon the certified proceedings and other certifications of public officials and other persons furnished to us without undertaking to verify the same by independent investigation. We do not review the financial condi- tion of the Issuer, the feasibility of the project to be financed with the Bond proceeds, or the adequacy of the security provided to Bond owners, and we will express no opinion relating thereto. As bond bounsel, we do not advocate the interests of the Issuer or any other party to the transaction. We assume that the Issuer will be represented by its counsel and that other parties to the transaction will retain such counsel as they deem necessary and appropriate to represent their interests in this transaction. '. "" \ 8 e city of Clermont September 25, 1989 Page Three As bond counsel, we will not assume or undertake responsi- bility for the preparation of an Official statement or any other disclosure document with respect to the Bonds, nor are we responsi- ble for performing an independent investigation to determine the accuracy, completeness or sufficiency of any such document. How- ever, if a disclosure document will be adopted or approved by the Issuer, our responsibility will include the preparation or review of any description therein of (i) state and federal law pertinent to the validity of the Bonds and the tax treatment of interest paid thereon, (ii) the terms of the Bonds, and (iii) our opinion. Based upon: (i) our current understanding of the terms, structure, size and schedule of the financing, (ii) the duties we will undertake pursuant to this letter, (iii) the time we antici- pate devoting to the financing, and (iv) the responsibilities we assume, we estimate that our fee as bond counsel would be $10,000. Such fee may vary: (i) if the principal amount of the bonds actually issued differs significantly from the amount stated above, (ii) if material changes in the structure of the financing occur, or (iii) if unusual or unforeseen circumstances arise which require a significant increase in our time or respon- sibility. If, at any time, we believe that circumstances require an adjustment of our original fee estimate, we will consult with you. It is our policy to provide to you the most effective support systems available, while at the same time allocating the costs of such systems in accordance with the usage of the services by individual clients. Therefore, in addition to our bond coun- sel fee, we also charge separately for certain costs and expense disbursements, including messenger, courier and other communica- tion costs; document reproduction; secretarial overtime when required by the matter's timing; computer research facilities; and document preparation on our word processing facilities. Our long distance telephone and telefax charges will be billed to you at our toll cost plus an administrative charge which is based on our internal costs with respect to those services. Costs and expenses incurred on your behalf from third party vendors will also be billed to you. Large disbursement billings may be for- warded by us to you for direct payment by you to the supplier. We estimate that such costs and expense disbursements will be $2,500. ,~ ~ . . . 8 city of Clermont September 25, 1989 Page Four Absent extraordinary delay in completing the financing, our practice is to render one statement for professional services, disbursements and expenses at the closing of the issue, and to receive payment at that time. Additional work performed or charges incurred after the closing, or performed or incurred before closing but recorded on our books after the closing, or not otherwise covered by our statement presented at closing, will be billed supplementally. If, for any reason, the financing is not consummated or is completed without the rendition of our opinion as bond counsel, we will expect to be reimbursed for our disbursements and expenses. If the foregoing terms of this engagement are acceptable to you, please so indicate by returning the enclosed copy of this letter signed by an appropriate officer, retaining the original for your files. We look forward to working with you. FOLEY & LARDNER By:~Ut~ C au ey W. Lever, Jr. Accepted and Approved: CITY OF CLERMONT, FLORIDA By: Its Date: CWL/gt0925.3 c: Mr. Leonard H. Baird, Jr. Mr. Joseph K Mooney