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HomeMy WebLinkAbout GREENBERG TRAURIG KENNETH NEIGHBORS BOND COUNSEL PROPOSED ISSUIANCE OF $8,000,000 OF TAXIABLE BONDS FOR THE LANEY WALKER BETHLEHEM PROJECT Greenberg Traurig Kenneth Neighbors Tel (678) 553-2180 Fax (678) 553-2181 nelghborsk@gtlaw.com February 12,2010 Attention: Tim Schroer, CPA Assistant Finance Director Augusta-Richmond County 530 Greene Street Augusta, Georgia 30911 Re: Proposed Issuance of $8,000,000 of Taxable Bonds for the Laney Walker- Bethlehem Project by the Augusta-Richmond County Urban Redevelopment Agency Dear Tim: We have been requested to serve and have been providing advice to Augusta-Richmond County ("Augusta") as Special Counsel to Augusta and as Bond Counsel to the Augusta- Richmond County Urban Redevelopment Agency (the "Augusta URA") in connection with the activation of the Augusta URA and the proposed issuance of the above-referenced bonds (the "Bonds") by the Augusta URA (also referred to herein as the "Issuer") to finance all or part of the costs of the redevelopment of the Laney W alker- Bethlehem neighborhoods located in the eastern part of Augusta and south of the downtown area (the "Project"). We understand that the primary source of repayment and security for the Bonds will be intergovernmental contract payments made by Augusta to the Augusta URA, The purpose of this letter is to set forth our role and responsibilities as Special Counsel and as Bond Counsel with respect to the subject financing, As Special Counsel, we will draft the resolutions or ordinances (i) activating the Augusta URA, and (ii) approving the urban redevelopment plan, In addition, we will, at your request, review and comment to said urban redevelopment plan. Of course, we will participate in conference calls and working group sessions, and attend the meetings of the Augusta-Richmond County Commission related to this matter. For our Special Counsel services, we propose a fixed-fee of$18,000.OO, plus costs and expenses of not to exceed $1,500.00. As Bond Counsel, we will be serving as a recognized independent expert whose primary responsibility is to render an objective legal opinion with respect to the authorization and issuance of the Bonds. GREENBERGTRAURlG, P A I ATTORNEYS AT LAw I 3290 NoRTl-ISIDE PARKWAY, SUfTE400 I ATlANTA, GEORGIA 30327 I Ta. 678.553.2100 I FAX678.553.2212 Tim Schroer February 12,2010 Page 2 As Bond Counsel, we will: 1, Examine applicable law; 2. Prepare (a) the authorizing legislation ofthe Issuer, (b) the trust indenture(s) or other agreement pursuant to which the Bonds will be issued and secured (the "Indenture"), (c) the intergovernmental agreement pursuant to which Augusta will agree to provide the Issuer with sufficient funds from its general fund to pay the principal of and interest on the Bonds in accordance with their terms (the "Revenues"), (d) such other documents as may be required by the financing or which we deem necessary for rendering our opinion, and (e) the forms of such closing documents, certificates and opinions of counsel as may be required by the terms of the financing and applicable federal and state laws; 3. Consult with the parties prior to the issuance of the Bonds; 4, Assist in the preparation of validation notices, pleadings, and related matters; provided, however, that the validation proceedings will be handled by outside counsel to Augusta and/or outside counsel to the Issuer; 5. Review certified proceedings and the offering documents prepared III connection with the marketing and sale of the Bonds; 6, Assist in the preparation of programmatic documents and policies relating to the use of the proceeds of the Bonds and the implementation of the Project consistent with the redevelopment purposes for which the Bonds are expected to be issued; and 7. Undertake such additional duties as are necessary to render our opinion, Subject to the completion of proceedings to our satisfaction, we will render our opinion that, among other things (a) the Indenture and other pertinent financing documents have been duly authorized, executed and delivered by the Issuer and are valid and binding obligations of the Issuer, and (b) the interest paid on the Bonds will be included in gross income for federal income tax purposes, but such interest will be exempt from Georgia taxes (as described in and subject to certain limitations which may be expressed in the opinion), 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 laws existing as of its date. Upon delivery of the opinion, our responsibilities as Bond Counsel will be concluded with respect to this financing, In rendering the opinion, we will rely upon representations of the Issuer and Augusta set forth in the financing documents, various opinions prepared by other attorneys, the certified proceedings and other certifications of public officials, officials of the Issuer GREENBERG TRAURIG, LLP . ATTORNEYS AT LAW . WWW.GrLAW.COM The Forum, 3290 Northside Parkway, Suite 400 . Atlanta, Georgia 30327 . Tel 678.553.2100 . Fax 678.553.2212 ALBANY AMSTEROAM ATLANTA AUSTIN BERLIN** BOSTON BRUSSELS" CHICAGO DALLAS DELAWARE DENVER FORT LAUDERDALE HOUSTON LAS VEGAS LONDON' LOS ANGELES MIAMI MILAN** NEW JERSEY NEW YORK ORANGE COUNTY ORLANDO PALM BEACH COUNTY PHILADELPHiA PHOENIX ROME** SACRAMENTO SAN FRANCISCO SHANGHAI SIUCON VALLEY TALLAHASSEE TAMPA TOKYO" TYSONS CORNER WASHINGTON, D.C. WHITE PLAINS ZURICH" *OPfRATES /JS GREENBERG lRAURIG MAHER LlP **STRATEGIC AU.lANCE Tim Schroer February 12, 2010 Page 3 and other persons (including certifications as to the use of the proceeds of the Bonds and various other matters) without undertaking to verify the same by independent investigation. The opinion is typically addressed to the Issuer, and may, with our prior written permission, be relied upon by Augusta, the underwriters, any credit enhancer and the trustee. If we are requested to allow other parties to rely on the opinion, an additional fee will be required. We do not review the financial condition of the Issuer or Augusta, the feasibility of the Project, or the adequacy of the security provided to bond owners, and we will express no opinion relating thereto, As Bond Counsel, we do not advocate the interests of the Issuer, Augusta or any other party to the transaction, We assume that the Issuer and Augusta will be represented by their counsel and suggest that other parties to the transaction retain such counsel as they deem necessary and appropriate to represent their interests in this transaction. In this connection, we understand that Augusta has retained disclosure counsel for this transaction. As Bond Counsel, we will not assume or undertake responsibility for the preparation of an official statement or any other disclosure or offering document with respect to the Bonds, nor are we responsible for performing an independent investigation to determine the accuracy, completeness or sufficiency of any such document. In any public offering of the Bonds, we would expect both the underwriters, Augusta and the Issuer to evidence compliance with the current standards for full disclosure by the delivery at Closing of appropriate officers' certificates and opinions of counsel relating to both the undertakings of the Issuer and Augusta and the accuracy and completeness of the information included in the official statement or other offering document. Moreover, if a disclosure document will be approved by the Issuer, our responsibility will include the preparation or review of any description or summary therein of (a) Georgia and federal law pertinent to the validity of the Bonds and the tax treatment of interest paid thereon, (b) the Bonds and (c) our opinion. Based upon (a) our current understanding of the terms, structure, size and schedule of the financing, (b) the duties we will undertake pursuant to this letter, (c) the time we anticipate devoting to the financing, and (d) the responsibilities we assume, we estimate that our fees as Bond Counsel will be $60,000.00, Such fee may vary if (a) the principal amount of Bonds actually issued is materially increased from the amount stated above, (b) the manner in which the Bonds are marketed (private placement, public offering, etc.) changes, (c) material changes in the structure of the financing occur, (d) unusual or unforeseen circumstances arise which require a significant increase in our time or responsibility or (e) the transaction is not consummated within 150 days of the date you execute a copy of this letter. If, at any time, we believe that circumstances require an adjustment of our original fee estimate, we will consult with you and the Issuer, Additionally, as described above, if we are requested to issue a reliance letter on our opinion to parties other than the underwriters, Augusta, any credit enhancer or the Trustee, an additional fee of $5,000 will be required, GREENBERG TRAURIG, LLP Tim Schroer February 12,2010 Page 4 In addition, we will bill separately for actual out-of-pocket expenses in an amount not to exceed $2,500, If, for any reason, the financing is not consummated or is terminated, we will expect to be compensated for our services as Special Counsel and such Special Counsel fee shall be due and payable within thirty (30) days of such termination. We, however, understand that our Bond Counsel fee shall be subject to the Closing of the transaction. Our Special Counsel fee and our Bond Counsel fee are otherwise due and payable at the Closing of the transaction, and we customarily do not submit any statement until the Closing or termination (in the case of the Special Counsel fee) unless there is a substantial delay in completing the financing. In addition to the foregoing, at your request, we are willing to provide such additional services on a fixed fee or alternative billing basis as agreed to by our Firm and you. At this time, we are willing to provide you with additional services at a blended and discounted hourly rate of $260,00 per hour for junior attorneys, $290.00 per hour for senior attorneys and $95,00 per hour for paralegals, for time actually spent, plus out-of-pocket costs not-to-exceed $500.00 without your prior written consent. Currently, our normal billing rates range from $195 to $600 (depending on personnel) for time actually spent, plus out-of-pocket expenses. Please indicate your acknowledgment and consent to the foregoing terms by signing in the place provided below, returning one executed copy of this letter with your retainer to us and keeping one copy of this letter for your files, We look forward to working with you in this matter, If you have any questions or require additional information, please do not hesitate to contact the undersigned, Very truly yours, ~ Kenneth M. Neighbors Shareholder A~l~ 2/12 I/o GREENBERG TRAURlG, LLP Tim Schroer February 12,2010 Page 5 Agreed to and acknowledged by: AUGUSTA-RICHMOND COUNTY A&1J1 2/ul/~ By: Name: Title: De J(~ ru til{ () i' . C.DIJPi/J hover , Date: ALBANY AMSTERDAM ATLANTA AUSTIN BERLIN** BOSTON BRUSSELS" CHICAGO DALLAS DELAWARE DENVER FORT LAUDERDALE HOUSTON LAS VEGAS LONDON* LOS ANGELES MIAMI MlLAN** NEW JERSEY NEW YORK ORANGE COUNTY ORLANDO PALM BEACH COUNTY PHILADELPHIA PHOENIX ROME** SACRAMENTO SAN FRANCISCO SHANGHAI SIUCON VALLEY TALLAHASSEE TAMPA TOKYO** TYSONS CORNER WASHINGTON, D.C. WHITE PLAINS ZURICH** GREENBERG TRAURIG, UP . ATTORNEYS AT LAW . WWW.Grl.AW.COM The Forum, 3290 Northside Parkway, Suite 400 . Atlanta, Georgia 30327 . Tel 678.553.2100 . Fax 678.553.2212 *OPERATES /JS GREENBERG lRAURIG MAHER lLP **srnATEGIC ALUANCE