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HomeMy WebLinkAboutSUTHERLAND ASBILL BRENAN LLP BOND COUNSEL $300,000 Sutherland · Asbill & · Brennan LLP 999 Peachtree Street. NE Atlanta. GA 30309-3996 404.853.8000 fax 404.853.8806 www.sablaw.com ATTORNEYS AT LAW MATIHEW W. NICHOLS DIRECf LINE: 404.853.8234 Internet: mwnichols@sablaw.com September 22, 2006 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 with Augusta's City Attorney and Financial Advisor and the staffs of the Department of Finance and the Department of Utilities to prepare for a refunding bond issue to refinance Augusta's Series 1996 and Series 1997 Bonds. This letter sets forth our understanding the terms of our engagement as Augusta's bond counsel in connection with the refunding. For our services as Bond Counsel, we propose a fixed fee of $300,000, which would include the fee of the City Attorney. This bond counsel fee includes $100,000 which was paid in connection with the authorization and execution of the swap transaction; accordingly, the fees payable at the closing of the refunding bond issue, including the fees of the City Attorney, would be $200,000 and would be contingent upon a successful closing of the bond issue. In addition, we would expect to be reimbursed our actual out-of-pocket expenses, such as copying, court costs and preparation of the closing transcripts, which would not be expected to exceed $2,500. The proposed fee would cover all the work we have done up to now and the work that would be required to close the bond issue, including preparation of the validation papers and institution of validation proceedings, review and preparation of tax certifications to ensure compliance with the requirements of the Internal Revenue Code of 1986 pertaining to tax- exempt bonds, participation in the preparation of the official statement with respect to the bonds, preparing all the other closing documents and certificates, and taking such other measures as would enable us to deliver our unqualified approving opinion of Bond Counsel as to the legality and the tax-exempt status of the bonds. The quoted fixed fee would not include extraordinary services in the event of an intervention in the validation proceedings or an audit or investigation by the Internal Revenue Service or the Securities and Exchange Commission related to the bond issue, over none of which have we any control. 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 intervention or investigation. AO 1541400.1 Atlanta . Austin . Houston . New York . Tallahassee . Washington. DC Augusta-Richmond County Commission September 22, 2006 Page 2 To indicate your agreement to the foregoing and as a formal engagement of Sutherland Asbill & Brennan LLP as Bond Counsel for the Augusta, Georgia Water and Sewerage Refunding Revenue Bonds, Series 2006, 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. We appreciate your calling us on this matter and look forward to continued service to Augusta, Georgia. SUTHERLAND ASBILL & BRENNAN LLP ~~v)J/y By: Matthew W. Nichols Partner Acknowledged and agreed to this September ~, 2006. AUGUST A, GEORGIA By (~~--I. {f---- Name:ypf~P s. ~~4J4.\/Etf- Title: ~..[DeA.. AO 1541400.1