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1981-08 .. ,-'--' ;" , t- -: .., -~ ~ f-.-, . ':" ", . . ~- " l. .,' 8 j-? " . ,aKA Instruction 1942-A (Guide 14) UNITED STATES DEPARTMENT OF AGRICULTURE Farmers Home Administration LEGAL SERVICES AGREDtENT This agreement made this 24 day of March. 19 81 between CITY OF CLERMONT, a municipal corporation organized and existing under the laws of the State of Florida (sponsors) (oraani.ins committee) (Name of organization) 'hereinafter referred to as "Owner.," and LEONARD H. BAIRD, JR. attorney at law, of Clermont, Florida , hereinafter referred ~ to a. "Attorney.: WHEREAS. Own~1'8 are Intendina to fora (have forGi!d) ("public water supply CITY OF CLERMONT, a municipal corporation district," "public service district." "not for profit corporation." or , 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 City of Clermont (Cite statute(.) under which applicant will be Lake County, Florida organized) laad WHEREAS, the Attorney sgree. to perform all legal service. ne~e8lary to org8nize and incorporate .aid CITY OF CLERMONT under the provisions of , (l-lS-79) SPECIAL PN ~. " (Guide 14) (Pale 2) FmHA Instruction 1942-A .aid etatutes and to perfora all other customary legal services necessary to the orlanlzation, financing, construction, and initial operation of a sewage effluent disposal .yatem; WITNESSETH: That for and in consideration of the mutual covenants and promises between the parties hereto,.it is hereby agreed: SECTION A - LE9AL SERVICES I , Tbat the Attorney will perform such eervtce. as are necessary to ~ecompltsh I the above recited objectives including, but not limited to, the following: 1. Preparation and filing of petition for incorporatton and supervision and assistance in the taking of such other actions as may be necessary or incidental to cause the Owners to become duly oraanized and incorporated and'to be authorized to undertake the ~roposed system. 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 be necessary in connection with the authorization, financing, constructlon. and initial operstion of, the system; (d) the preparation of s~ch affidavits, publication notices, ballots, reports, certifications, and other instruments and advice as may be needed in the conduct of such bond elections as may be necessary; (e) the preparation and completion of such bonds or other obligations a. may be necessary to finance the system; (f) the completion and execution of documents for obtaining a loan made or insured or a srant made by the United States of America, acting through the Farmer. Home Administration, U. S. Department of Agriculture; (g) entering Into construction contracts; (h) preparation and adopt ton of By-LowlI, Rill eft and R('KUlo tlon.., H nd rull! H("hcduluH; U) such other corporate action as may be necessary in connection with the finanCing, construction. and initial operation of the system. 2. , . '. - " 9' \\ rr-'\ I ,(\ \0 - . . ( J r ~.../...- C. I . e e FmHA;lnstruction 1942-A (Guide 14) (Page 3) 3. Review of construction contracts. bid-letting procedure. and surety and contractual bonds in connection therewith. .4. Preparation, negotiation, or review of contract with a city or other source of water supply when necessary. ~. Preparation. where necessary, and review of deeds, e~sementB and other rights-of-way documents, and other instrumf:nts fol' sites for source of water supply, pumping stations. t reatme(~t plants, and other facilities necessary to the system and to provide continuous rights-of-way therefor; rendering title opinions with reference thereto. and providing 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 crossings, and the like. 7. Cooperate with the engineer ,employed by Owners in connection with preparation of tract sheets, easements, and other necessary title documents, construction contracts, water supply contracts. health permits, crossing permits, and other instruments. .'~ . 8. When applicable. secure assistance of and cooperate with recognized bond counsel in the preparation of the documents necessary for the financing aspects of the system. The attorney shall pay all bond counsel in perfecting the financing aspects. ~'A', assessment procedures and completion of documents. Where bond counsel is retained, the Attorney will not be responsible for the preparation and approval of those documents pertaining to the issuance of the Owner's obligations. SECTION B - COMPENSATION 1. Owners will pay to the At torney for professional se :cviees rendered in accordance herewith, fees as follows: $lO.920.00 based on bond issue of $780,000.00 r" Said fees to be payable in the following manner and at the following times: 80% at time of interim financing; 20A at sale of bonds (1-15-79) SPECIAL PN . " /\ (\. ~ ~ 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 be substituted fQr 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 from the date of the commencement of its legal existence, this Agreement stall terminate a~d Owners shall be liable to the Attorney for payment of $ which sum rep~esents payment in full for the organization and incorporatlQn of the association and for all other legal services rendered to Owners under the terms of this Agreement to the date of said termination. ' -~.... Attorney: ~-- 1-1. (? Owne rs : \ l 1 , . f\ '. 000 . . . ~ . , i r -.,.... ., e . :t, . l' FmHA Instruction 1942-A (Guide 14) (Page 3) 3. Review of construction contracts, bid-letting procedure, and surety and contractual bonds in connection therewith. .4. Preparation, negotiation, or review of contract with a city or other source of water supply when necessary. s. Preparation, where necesaary, and review of deeds, eiisementll and other rights-of-way documents, and other instrumf:nts for sites for Bource of water supply, pumping stations, l reatmel.t plants, and other facilities necessary to the system and to provide continuous rilhta-of-way therefor; renderinl title opinions with reference thereto, and providing for the recordation thereof. 6. Obtain, necessary permits and certificates frODl county and municipal bodies, from State reaulatory agenctes, and fr~ other public or private source. with respect to the approval of the system, the construction and operation thereof, pipeline crossings, and the Uke. 7. Cooperate with the engineer .employed by Owners in connection with preparation of tract sheets, easements, a.d ot~~r necelaary title documents, construction contracts. water supply contracts, health permits, erol.ins permits, and other Instruments. .~ 8. When applicable, secure assistance of and cooperate with recognized bond counsel in the preparation of the documents necessary for the financing aspects of the system. The attorney shall pay all bond counsel in perfecting the financing aspects, e'A-, assessment procedures and cODlpletion of documents. Wh;re bond counsel is retained, the Attorney will not be respon~lble for the preparation and approval of those documents pertaining to the ~ssuance of the Owner's obligations. SECTION B - COMPENSATION 1. Owners will pay to the Attorney for professional services rendered in accordance herewith, fees as follows: $lO,920.00 based on bond issue of $780,000.00 ~' ~. Said fees to be payable in the following manner and at the following t imea: 80% at time of interiM financing; 20~ at sale of bonds (l-lS-79) SPECIAL PH \ ~ .; FaHA Instruction 1942-A (Guide 14) (Page 4) ,I ~1 '. SECTION C - OTHER PROVISIONS . . ' I .' , 1. That upon organization and incorporation the association shall by appropriate resolution adopt and ratify this Agreement, that the association shall be 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 ar~8~n8 from this Agreement. ' . , 2, That upon orlanization and incorporation should the association fail or refuse to adopt and ratify this Agreement by appropriate resolution within days from the date of the' commencement of its lelal existence. this Aareement stall terminate a~ Owners shall be liable to the Attorney for payment of $ ,. which sum represents payment in full for the organization and lncorporatiQn of the association and for all other legal services rendered to Owners under the terms of this Agreement to'the date of said termination. . " " ' Attorney: ~~ 1-1 '(""P. . Owne rs : , , 000. , J 1 , . . , . <f <\ \. f\ , \ ....... I~ "