Bond and Disclosure Counsel Services

The Vendor is required to provide legal advisory services to be performed by a Bond and Disclosure Counsel.
- The Bond/disclosure counsel will work under the direction of the chief financial officer and directors of the state bridge and tunnel enterprise, office, and clean transit enterprise.
- serve as Bond Counsel and/or Disclosure Counsel, providing proactive legal advice on complex financing structures, federal tax law, and securities disclosure.
- Rendering requisite opinion(s), including but not limited to opinion(s) regarding the validity and binding effect of the obligation, the source of payment and security for the obligation and the excludability of interest on the obligation from gross income for federal and state income tax purposes.
- Assisting in presentations to Transportation Commission and Enterprise Boards, rating agencies and credit enhancement providers.
- Participating in meetings of the transaction’s working group, including work on developing the structure of the transaction.
- Assisting in seeking any approvals, rulings, permissions, and exemptions necessary or appropriate in connection with any authorization, issuance, sale and delivery of obligations.
- Private activity bond cap allocation matters, including resolutions, tax forms and state administrative matters;
- Compliance with continuing disclosure undertakings;
- Assisting Department staff, financial advisors, purchaser or underwriter in the legal aspects of structuring the financing, including interpretation and application of state and federal laws and tax regulations pertaining to debt;
- Assisting in structuring or evaluating the legal structure for investments of proceeds pending their expenditure that comply with state limitations on the investment of public funds and federal requirements for maintaining the exclusion of bond interest from federal income tax;
- Post-Issuance Compliance: Proactively manage and advise on arbitrage rebate, private use limitations, and the implementation of post-issuance compliance policies and procedures.
- As appropriate, drafting or reviewing enabling legislation or constitutional and statute amendments relating to the issuance of State debt and appear before State legislative committees if requested;
- Preparing all bond/certificate purchase agreements, notices of sale, bid forms, and other materials necessary to market the securities;
- Rendering an unqualified legal opinion concerning the validity of the security offering and whether and to what extent interest on the securities is exempt from income and other taxation;
- Special Assignments: At the request of the Department, providing bond counsel services to assist the Department with special assignments, such as, but not limited to, bond calls and defeasances (not related to a Department refunding issuance), arbitrage issues, audits, federal and regulatory initiatives, drafting of policies, and trainings.