Bond and Disclosure Legal Counsel Services

The Vendor is required to provide bond and disclosure legal counsel services for include:
• Assist in making presentations to the comptroller, state leadership staff or the state cash management committee related to the issuance of notes;
• Prepare or assist in preparing the comptroller’s “note order” authorizing the issuance of the notes;
• Prepare or assist in the preparation of the preliminary official statement, the final official statement, notice of sale or the offering memorandum, as applicable for each sale, including review of the information therein describing the notes and the financing documents, the security of the notes, the federal income tax status thereof, and render the customary opinions with respect to that information;
• Request and obtain the approval of the issuance of the notes from the office of the attorney general and obtain the registration of the notes;
• Assist in presentations to the rating agencies, credit enhancers, or prospective purchasers of notes to the extent requested;
• Attend the bid auction and assist comptroller staff in evaluation, recommendation, acceptance or rejection of bids;
• Prepare or assist in the preparation of any orders, agreements, documents or certificates as are customary and necessary to authorize, issue, sell, and deliver the notes and any related credit facility;
• Legal advice and assistance on state law, federal tax law, federal securities law, and any regulations or requirements governing the issuance of the notes;
• Advise on all actions necessary to comply with applicable laws, regulations, or requirements;
• Render a written legal opinion concerning:
• The validity and binding nature of the notes and the security for the notes under state law, the tax status of the interest under federal income tax laws, the status of the notes under federal securities law, and other matters consistent with the role of bond counsel; and
• Disclosure, upon request.
• Assist in scheduling, conducting, and executing the closing for the notes;
• Assist in handling all disclosure issues relating to the notes;
• Prepare, review, or file any IRS documents required by federal tax law and, if requested, any filings or documentation required or necessitated by state and federal securities laws;
• Assist in the development of strategies designed to encourage and enhance meaningful participation by historically underutilized businesses in the bidding process;
• Comptroller with monthly status reports detailing the type of legal work performed during the preceding month, date and time spent, and name of the attorney performing the work;
• Use best efforts to provide reasonable and timely response and resolution to all questions posed by comptroller regarding the notes;
• Attend all document sessions and other meetings to the extent required or requested;
• Advice and counsel on continuing compliance with state and federal laws applicable to the sale, issuance and covenants of the notes, including ongoing tax and disclosure obligations;
• Supervise the printing, if any, execution, and delivery of the notes to the purchasers, the printing and binding of the bond transcripts and, if requested, the offering memorandum or the preliminary official statement and the final official statement; and
• Legal support for all other matters necessary or incidental to the issuance of the notes or other obligations.