HomeMy WebLinkAboutENGAEMENT LETTER SUTHERLAND ASBILL BRENNAN PROMISSORY NOTE 200-5 HUD'S LOAN GUARANTEE PROGRAM
JUL,LD.LVVI ~:I/AIVI
~UIHtKLANU A~bjLLY
NU. j41
~, 1.
Sutherland
· Asbill & ·
Brennan LLP
ATTOaNE'YSAT LAW
999 Peachtree Street, NE
Atlanta. GA 30309-3996
404.953.8000
fax 404.853.8806
www.sablaw.com
July 10, 2007
Augusta-Richmond County Commission
Attention: Stephen E. Shepard, City Attorney
Shepard, Plunkett, Hamilton, Boudreaux & Tisdale
701 Greene Street, Suite 104
Augusta, Georgia 30901
. Ladies and Gentlemen:
As you know, Sutherland Asbill & Brennan LLP has been working vvith Augusta's City
Attorney and the staff of the Housing and Conununity Development Department in connection
with the proposed defeasance of the $2,500,000.00 Promissory Note dated September 28, 2005
from the City of Augusta to the U.S. Department of Housing and Urban Development, issued
under BUD's Section 108 Loan Guarantee Program. This letter sets forth our understanding the
terms of our engagement as Augusta's counsel in connection with the defeasance.
For our services as counsel to the City of Augusta in connection with the defeasance of
the loan, we propose a fixed fee of $6,500.00. In addition, we would expect to be reimbursed
our actual out-of-pocket expenses, such as copying, which we anticipate would not exceed $200.
The proposed fee would cover all the work we have done up to now and the work that would be
required to close the defeasance, including review and negotiation of the legal documentation to
effect the defeasance and review of the legal aSpects of the accountant's verification report
prepared in connection with the proposed securities portfolio.
The quoted fixed fee would not include extraordinary services in the event the U.S.
Department of Housing and Urban Development imposes extraordinary requirements upon the
City in connection with the defeasance, or in the event of litigation vvith Walton Way Hotel, LLC
arising 'With respect to the defeasance. At your request, we would assist you in any such matters;
however, we would expect to be paid our regular hourly rates for any work required in
connection with any such litigation.
To indicate your agreement to the foregoing and as a formal engagement of Sutherland
Asbill & Brennan LLP as counsel for The City of Augusta, please sign the enclosed copy of this
letter and return it to me. When countersigned by Augusta, Georgia, this letter will constitute an
agreement between tillS firm and Augusta relative to the terms and conditions of OUT provision of
legal services to Augusta, Georgia.
AO 1727002.1
Atlanta
. Austin
· Houston . New York . Tallahassee
. Washington, DC
JUL,Lb.LVVI ~:lbAIYI
~UIHtKLMU A~blLLY
Augusta~Richmond County Commission
July 10, 2007
Page 2
NU, J41
~. J
We appreciate your calling us on this matter and look fOI"W'ard to continued service to
Augusta, Georgia.
SUTHERLAND ASBILL & BRENNAN LLP
By: lJM ~ Wu~
William G. Rothschild
Partner
Acknowledged and agreed to this July _, 2007.
AUGUS~~EORGIA _
By: L :;,d. t;
Name: p"f v:r:: J:?^ :~ - erJ> c:r.tU ~ (jeJt...
Title: /11,1t"--r ilL-
AO 1727002.1
JUL'}r6,'20~, 9: 18AM
SUTHERLAND ASBILLY
NO, 541
p, 3
Augusta~Richmond County Commission
July 10, 2007
Page 2
We appreciate your calling us on this matter and look forward to continued service to
Augusta, Georgia.
SUTHERLAND ASBILL & BRENNAN LLP
BY:~ ~ ~Jt
William G. Rothschild
Partner
Acknowledged and agreed to this July _,2007.
, AUGUSTA.,GEORG~.
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l t,..!f Name:
, Title: ~ ~~
~hJ t-r <\v ~
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AO 1727002.1
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EXHIBIT
I II l tI
--
SUTHERLAND ASBILLY
JUL, 26. 2C07
9 : 17 AM
NO. 541
p, 2
r- ~"
Sutherland
· Asbill & ·
BreiUi8D LLP
999 Peachtree Street, NE
iUlall~. GA 30309-3996
404.853.8000
tax 404.853.8806
_.8ablaw.eom
AT1OIINE'lS Ar UiW
July 10, 2007
Augusta-Richmond County Commission
Attention: Stephen E. Shepard, City Attomey
Shepard, Plunkett, Hamilton, Boudreaux & Tisdale
701 Greene Street, Suite 104
Augusta, Georgia 30901
Ladies and Gentlemen:
As you know, Sutherland Asbill & Brennan LLP has been working with Augusta's City
Attorney and the staff of the Housing and Community, Development Department in connection
with the proposed defeasance of the $2,500,000.00 Promissory Note dated September 28, 2005
from the City of Augusta to the U.S. Department of Housing and Urban Development, issued
under HUD's Section 108 Loan Guarantee Program. This letter sets forth our undexstanding the
terms of our engagement as Augusta's counsel in connection with the defeasance.
For our services as counsel to the City of Augusta in connection with the defeasauce of
the loan, we propose a fixed fee of $6,500.00. In addition, 'We would expect to be reimbursed
our actual out-of-pocket expenses, such as copying. which we anticipate would Dot exceed $200.
The proposed fee would cover all the work. we have done up to now and the work that would be
required to close the defeasance, including review and negotiation of the legal documentation to
effect the defeasance and review of the legal aspects of the accountant's verification report
prepared in connection with the proposed securities portfolio.
The quoted fIXed fee would not include extraordinary services in the event the U.S.
Department of Housing and Urba11 Development imposes extraordinary requirements llpon the
City in connection with the defeasance, or in the event of litigation with Walton Wa.y Hotel, LLC
arising with respect to the defeasance. At your request., we would assist you in any such matters;
however, we would expect to be paid our regular hourly rates for any work required in
connection with any such litigation.
To indicate your agreement to the foregoing and as a formal engagement of Sutherland
Asbill &. Brennan LLP as counsel for The City of Augusta, please sign the enclosed copy of this
letter and return it to me. When countersigned. by Augusta. Georgia, this letter will constitute an
agreement between this firm and Augusta relative to the terms and conditions of our provision of
legal services to Augusta, Georgia.
AO J 72700'2.1
Atlanta
. Austin
.
Houston
.
New Ybrk
. TallahBll&ee
. Washj~on. DC