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
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By:
Name:
Title:
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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