Loading...
1984-19 ... 84 - 13 ~R~ I, c CE:IVr..~D . L; AUB .2 198 LEONARD H. BA.lIRD, JR. ATTORNEY AT LAW POST OFFICE DRAWER 1066 CLERMONT, FLORIDA oaTil REAL PROPERTY LAW TELEPHONE (904) 394-2114 -. REGISTEREO GENERAL PRACTICE WILLS" ESTATES AND ESTATE PLANNING July 30, 1984 Mr. George D. Forbes City Manager Ci ty Hall P. O. Box 219 Clermont, Florida 32711 RE: LEGAL SERVICES AGREEMENT FmHA WATER AND SEWER REVENUE BONDS Dear .George: I have been advised by Tom Slade, Bond Counsel in the above-referenced matter, that the. legal fees structure has been revised by Farmers Bome Administration. The original Legal Services Agreement will have to be amended to reflect the fol'lowing rates of compensation: "$20,269.70 based upon bond amount of $885,900.00 together with out-oi-pocket expenses, payable 80% at closing of bond anticipation notes and balance at closing of bonds." The revision by Farmers Home Administration more adequately reflects the payment for the respective services rendered by local counsel and by bond counsel. The primary reason for the increase is the additional fees payable to bond counsel for the bond anticipation notes. I will not be charging any additional fees for services related to the bond anticipation notes. In this regard I have attached an amended Legal Services Agreement for your review. Very truly yours, ~f-(. ~ ;) -e LEONARD H. .BAIRD, JR. City Attorney LHB/rpe Attachment \"" . e ", - ,,; . ~... \ . ", r ; ~ ~ FmHA instruction 1942-A I " (Guide 14) " UNITED STATES DEPARTMENT OF AGRICULTURE Farmers Home Administration LEGAL SERVICES AGREEMENT This agreement made this day of 19 ~tween CITY OF CLERMONT, a municipal corporation organized and existing under the laws of the State of Florida (sponsors) (organizing committee) (Name of organization) hereinafter referred to as "Owners," and LEONARD H. BAIRD. JR. attorney at law, of Clermont. Florida , hereinafter referred to as "Atto~ney": (have formed) ("public water supply CITY OF CLERMONT, a municipal corporation district," "public service district," "not for profit corporation," or WHEREAS, Owners are intending to form , a municipal corporation ("body politic," "municipal other official designation) corporation," "nonprofit corporation," or other organization) in Lake Florida County :.. , under the provisions of General Law and the Charter of the City of Clermont" (Cite statute(s) under which applicant will be Lake County, Florida organized) and WHEREAS, the Attorney agrees to perform all legal servires ne('essary to organize arid incorporate "said CITY OF CLERMONT under"the provisions pf (1-15-79) SPECiAL PN .; "" , ," .,.. .. (Guide 14) (Page 2) FmHA Instruction 1942-A . said statutes and to perform all other customary legal services necessary to the org~nization, financing, construction, and initial operation of expans~on of a WastewaLer a Treatment System system; WITNESSETH: That for and in consideration of the mutual covenants and promises between the parties hereto, it is hereby agreed: SECTION A-LEGAL SERVICES That the Attorney will perform such services as are necessary to accomplish the above recited objectives including, but not limited to, the following: 1. Preparation and filing of petition for incorporation and supervision and assistance in the taking of such other actions as may be necessary or incidental to cause the Owners to become duly organized and incorporated and to ~ authorized to undertake the proposed system. 2. Furnish advice and assistance to the governing body of the duly incorporated association in connection with (a) the notice for and conduct of meetings; (b) the preparation of minutes of meetings; (c) the preparation and enactment of such resolutions as may ~ necessary in connection with the authorization, financing, construction, and initial operation of. the system; (d) the preparation of such affidavits, publication notices, ballots, reports, certifications, and other instruments and advice as may ~ needed in the conduct of such bond elections as may be necessary; (e) the preparation and completion of such bonds or other obligations as may be necessary to finance the system; (f) the completion and execution of documents for obtaining a loan made or insured or a grant made by the United States of America, acting through the Farmers Home Administration, U. S. Department of Agriculture; (g) entering into construction contracts; (h) preparation and adoption of By-Laws, Rilles and R(~Rullltlons, and rnl(' schedules; (i) such other corporate action as may be necessary in conne('tion with the financing, construction, and initial operation of the system. . '- .- ." " ~ ". ~ FmHA Instruction 1942-A (Guide 14) (Pase 3) 3. Review of conatruction contracts, bid-lettins procedure, and \ surety and contractual bonds 1n connection therewith. . 4. Preparation, "nesotiation, or review of contract with a city or ot~r source of water supply when neCella"ry. 5. Preparation, where necessary, and review of deeds, easements and other rights-of-way documents, and other t~struments for sites for source of water supply, pumping stations, treatment plants, and other facilities necessary to the system and to provide continuous rishts-of-way therefor; rendering title opinions with reference thereto; and providina for the recordation thereof. 6. Obtain necessary permits and certificates from county and municipal bodies, from State regulatory agencies, and from other public or private sources with respect to the approval of the system, the construction and operation thereof, pipeline crouinas, and the like. 7. Cooperate with the engineer employed by Owners in connection with preparation of tract sheets, easements, and other necessary title document8, construction contracts, water supply contract8, health permiU, crossina permit8, and other instruments. 8. When applicable, 8ecure assistance of and cooperate with recognized bond counsel in the preparation of the document8 necessary for the financing aspect8 of the system. The attorney shall pay all bond counsel in perfecting the financing aspects, !,..&., assessment procedures and completion of documents. Where bond counsel is retained, the Attorney will not be responsible fdr the preparation and approval of those documents pertaining to the issuance of the Owner's oblisations. SECTION B - COMPENSATION 1. Owners will pay to the Attorney for professional service8 rendered 1n accordance herewith, fees a8 folloW8: , $20.269.70 based upon bond amount of $885.900.00 together with out-of-pocket expenses . Said fees to be payable 1n the follOwing ..nnel' and at the followina ti..... 80% at closing of bond anticipation notes and balan~e at closin2 of bonds. (1-15-79) SPEClAL PM ", .. IV ... .. ~ '. FmHA Instruction 1942-A (Guide 14) (Page 4) . SECTION C - OTHER PROVISIONS 1. That upon organization and incorporation the association shall by appropriate resolution adopt and ratify this Agreement, that the association shall ~ substituted for the individual Owners as a party to this Agreement, and that the Owners as individuals shall thereupon be relieved of all personal liability existing or arising from this Agreement. 2. That upon organization and incorporation should the association fail or refuse to adopt and ratify this Agreement by appropriate resolution within days f~om the date of the commencement of its legal existence, this Agreement shall terminate and Owners shall be liable to the At torney for payment of $ which sum represents payment in full for the organization and incorporation of the association and for all other legal services rendered to Owners under the terms of this Agreement to the date of said termination. . ~ttor ...:. .~ ---......+..(. ':L-~ 13.&~ . 000