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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~. ~l; YBy; ~ (Q\.d _ ====;;> l t,..!f Name: , Title: ~ ~~ ~hJ t-r <\v ~ /\n <;. ~- C. ~ ((~JIr17 AO 1727002.1 ~ ",.. _ AUBata . AUSIizr -' A.O 1.qS372.l . - _n. ul'13lDaJ' J'tle,s" -....a - C Sase lO UJ; ar [2] New York . TBee . w 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