Exhibit A-1 to Subpart E of Part 1944 - Legal Services Agreement (For Cooperative or Other Nonprofit Organizations)

Agreement made this ___ day of ________, 19__ between the __________, hereinafter called the (owner) (board of directors), and __________, hereinafter called the attorney, witnesseth:

Whereas the (owner) (board of directors) intend to form a cooperative or other nonprofit corporation, hereinafter called the (corporation) (cooperative), to construct and operate a rural housing project in

(Town)(County)(State) and to obtain a loan from the Farmers Home Administration or its successor agency under Public Law 103-354 to finance the construction, and the attorney agrees to perform all legal services necessary to incorporate the (corporation) (cooperative), and to perform all other customary legal services necessary to the organization, financing, construction, and initial operating of the proposed rural housing project, such services to include but not to be restricted to the following:

1. Prepare and file incorporating papers and supervise and assist in taking other necessary or incidental actions to create the (corporation) (cooperative) and authorize it to finance, construct, and operate and proposed housing project.

2. Prepare for and furnish advice and assistance to the owner, or to the board of directors and officers of the corporation, in connection with (a) notices and conduct of meetings; (b) preparation of minutes of meetings; (c) preparation of adoption of necessary resolutions in connection with the authorization, financing, construction, and initial operation of a rural housing project; (d) special tax treatment applicable to housing cooperatives; (e) necessary construction contracts; (f) preparation of adoption of bylaws and related documents; (g) any other action necessary for organizing the (corporation) (cooperative) or financing, constructing, and initially operating the proposed housing project.

3. Review construction contract, bid-letting procedure, and surety and performance bonds.

4. Examine real estate titles and prepare, review and record deeds and any other instruments.

5. Cooperate with the architect employed by the (owner) (board of directors) in connection with preparation of survey sheets, easements, and any other necessary title documents, construction contracts, and other instruments.

6. Render legal opinions as required by the (owner) (board of directors) or the Farmers Home Administration or its successor agency under Public Law 103-354, United States Department of Agriculture.

7. (Owner) (board of directors) agree to pay the attorney for professional services in accordance with this agreement, as follows:

The fees to be payable in the following manner and at the following times: The attorney states and agrees that of the above total fees, ______, represents fees for services in connection with the organization and incorporation of the (corporation) (cooperative).

The (owner) (board of directors) and the attorney further covenant and agree that, if upon organization and incorporation, the (corporation) (cooperative) fails or refuses to adopt and ratify this agreement by appropriate resolution within ___ days, this agreement shall terminate and (owner) (board of directors) shall be liable only for payment for legal services rendered in connection with such organization and incorporation.

Signed this ___ day of ______ 19 __.

Attorney: (Owner) (board of directors)