RUS 1780-7 Agreements for Professional Services

RUS Bulletin 1780-7

UNITED STATES DEPARTMENT OF AGRICULTURE
Rural Utilities Service

LEGAL SERVICES AGREEMENT

This agreement made this ___________ day of_____________,
______________ between__________________________________________
_________________________________________________________________
(sponsors) (organizing committee) (Name of organization)
hereinafter referred to as "Owners," and________________________,
attorney at law, of ________________________,hereinafter referred
to as "Attorney":
WHEREAS, Owners are intending to
(have formed)_________ ("public water supply
district,"
_________________________________________________________________
"public service district," "not for profit corporation," or
_______________________________________, a_______________________
other official designation)
("body politic," "municipal
_________________________________________________________________
corporation," "nonprofit corporation," or other organization)
in ______________________ County________________________________
under the provisions of__________________________________________
(Cite statute(s) under which applicant will be
____________________________________________________________; and
organized)
WHEREAS, the Attorney agrees to perform all legal services necessary to organize and
incorporate said_______________________
_________________________________________ under the provisions of

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Page 2

said statutes and to perform all other customary legal services necessary to the organization,
financing, construction, and initial operation of
a__________________________________________ system;
WITNESSETH:
That for and in consideration of the mutual covenants and promises between the parties hereto, it
is hereby agreed:
SECTION A - LEGAL SERVICES
That the Attorney will perform such services as are necessary to accomplish the above recited
objectives including, but not limited to, the following:
1. Preparation and filing of petition for incorporation and supervision and assistance in the
taking of such other actions as may be necessary or incidental to cause the Owners to become
duly organized and incorporated and to be authorized to undertake the proposed system.
2. Furnish advice and assistance to the governing body of the duly incorporated association
in connection with (a) the notice for and conduct of meetings; (b) the preparation of minutes of
meetings; (c) the preparation and enactment of such resolutions as may be necessary in
connection with the authorization, financing, construction, and initial operation of the system; (d)
the preparation of such affidavits, publication notices, ballots, reports, certifications, and other
instruments and advice as may be needed in the conduct of such bond elections as may be
necessary; (e) the preparation and completion of such bonds or other obligations as may be
necessary to finance the system; (f) the completion and execution of documents for obtaining a
loan made or insured or a grant made by the United States of America, acting through the Rural
Utilities Service, U. S. Department of Agriculture; (g) entering into construction contracts; (h)
preparation and adoption of By-Laws, Rules and Regulations, and rate schedules; (i) such other
corporate action as may be necessary in connection with the financing, construction, and initial
operation of the system.

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3. Review of construction contracts, bid-letting procedure, and surety and contractual bonds in
connection therewith.
4. Preparation, negotiation, or review of contract with a city or other source of water supply
when necessary.
5. Preparation, where necessary, and review of deeds, easements and other rights-of-way
documents, and other instruments for sites for source of water supply, pumping stations,
treatment plants, and other facilities necessary to the system and to provide continuous
rights-of-way therefor; rendering title opinions with reference thereto; and providing for the
recordation thereof.
6. Obtain necessary permits and certificates from county and municipal bodies, from State
regulatory agencies, and from other public or private sources with respect to the approval of the
system, the construction and operation thereof, pipeline crossings, and the like.
7. Cooperate with the engineer employed by Owners in connection with preparation of tract
sheets, easements, and other necessary title documents, construction contracts, water supply
contracts, health permits, crossing permits, and other instruments.
8. When applicable, secure assistance of and cooperate with recognized bond counsel in the
preparation of the documents necessary for the financing aspects of the system. The attorney
shall pay all bond counsel in perfecting the financing aspects, e.g., assessment procedures and
completion of documents. Where bond counsel is retained, the Attorney will not be responsible
for the preparation and approval of those documents pertaining to the issuance of the Owner's
obligations.

SECTION B - COMPENSATION
1. Owners will pay to the Attorney for professional services rendered in accordance herewith,
fees as follows:
_________________________________________________________________
_________________________________________________________________
Said fees to be payable in the following manner and at the following times:
_________________________________________________________________
_________________________________________________________________

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______________________________________________________________
______________________________________________________________

SECTION C - OTHER PROVISIONS
1. That upon organization and incorporation the association shall by appropriate resolution
adopt and ratify this Agreement, that the association shall be substituted for the individual
Owners as a party to this Agreement, and that the Owners as individuals shall thereupon be
relieved of all personal liability existing or arising from this Agreement.
2. That upon organization and incorporation should the association fail or refuse to adopt and
ratify this Agreement by appropriate resolution within ________ days from the date of the
commencement of its legal existence, this Agreement shall terminate and Owners shall be liable
to the Attorney for payment of $_____________, which sum represents payment in full for the
organization and incorporation of the association and for all other legal services rendered to
Owners under the terms of this Agreement to the date of said termination.

Attorney:
____________________________________

Owners:
____________________________________
____________________________________
____________________________________
____________________________________
____________________________________

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