Bond Counsel As-Needed
Bond counsel will be expected to provide legal advice and representation concerning all aspects of any transaction involving the issuance of the debt including, but not limited to, the following:
1. Assistance with the development of the size and structure of the transaction, including advice in regard to tax and other legal issues.
2. Preparation of all documents necessary to implement the transaction, including, if necessary, a resolution of the Authority authorizing the issuance of bonds, the notice of sale, the escrow deposit agreement and all closing certificates relating to the issuance of the debt or any other documents necessary to the implementation of a transaction involving issuance by the Authority of debt.
3. Assistance with the preparation of the preliminary official statement, the notice of sale, final official statement and any other offering materials, including attendance at the printer for mailing and printing of the POS and OS.
4. Review of any documents prepared by other entities involved in the transaction.
5. Attendance at various meetings necessary to the transaction; consultation and negotiation with bond purchasers, the rating agencies, verification agents or credit enhancers, if any; negotiation of agreements related to the transaction on behalf of the Authority and participation in any other meetings or telephone conference calls relating to the transaction.
6. Attendance at the sale of the debt, preparation of all closing documents and certificates, attendance at the pre closing and closing of the sale of the debt.
7. Rendering approving opinions relating to the validity of the debt, the tax-exempt status of interest on the debt, adequacy of disclosure (10b-5) and such other opinions as may be required from bond counsel for the transaction.
8. Bond Counsel will be available for post-sale Internal Revenue Code compliance questions, continuing disclosure requirements and any other post-closing issues that may arise with respect to the debt.
9. Bond Counsel will be expected to be available to provide day-to-day advice, as necessary, on matters relating to any of Authority ’s outstanding bond issues and for tax, securities law, and other legal issues in connection with the development of financial strategies for the future.
The foregoing list of responsibilities is not exclusive; the Authority and the successful respondent(s) may agree in writing to amend or augment the responsibilities set forth above.
