Disclosure Counsel Services

The Vendor is required to provide to serve as Disclosure Counsel in connection with the issuance of the County’s public finance obligations.
- Core Disclosure Services
•    Consultation and Advisory Services
o    Consultation and advice to County officials, staff, and the County’s Financial Advisor regarding disclosure issues, including assistance in evaluating materiality determinations.
•    Preparation of Offering Documents
o    Preparation of preliminary and final official statements and other offering documents for the Obligations prior to delivery.
•    Due Diligence Assistance
o    Assistance in the performance of any necessary due diligence investigation required of the County, including participation in due diligence calls and meetings as appropriate.
•    Disclosure Opinions
o    Providing the County with one or more securities disclosure opinions in customary form reasonably satisfactory to the County and Disclosure Counsel.
- Attorney-Client Relationship
•    Upon execution of the Engagement Agreement:
•    The County shall be the Firm’s client.
•    An attorney-client relationship shall exist between the County and Disclosure Counsel.
•    Disclosure Counsel shall represent only the County and shall not act as counsel or intermediary for any other party in the transaction.
•    Services shall be limited to those set forth in the Engagement Agreement.
•    Disclosure Counsel shall retain responsibility to render objective legal opinions.
•    The Firm may represent other political subdivisions, companies, or individuals. It is possible that present or future clients of the Firm may have transactions with the County or may be involved in unrelated matters concerning entities participating in the issuance of the Obligations. Execution of the Engagement Agreement shall signify the County’s consent to such representation where not directly adverse and consistent with applicable professional responsibility rules.