Duties of Attorneys as Bond Counsel. Attorneys shall do, carry out and perform all of the following services as are necessary for the validation, issuance and sale of the Bonds: • Consultation and cooperation with attorneys, consultants, underwriters, staff and employees of the District, and assisting such consultants, underwriters, staff and employees in the formulation of a coordinated financial and legal issuance of the Bonds by the District. • Preparation of all legal proceedings for the authorization, issuance and delivery of Bonds by the District and the refunding of the Prior Bonds; including preparation of a resolution authorizing the issuance and sale of the Bonds; preparation of all documents required for delivery of the Bonds and supervising such delivery; and preparation of all other proceedings incidental to or in connection with the issuance, sale and delivery of the Bonds. • Upon completion of proceedings to the satisfaction of Attorneys, providing a legal opinion approving in all regards the legality of all proceedings for the authorization, issuance and delivery of Bonds, and stating that interest on the series of tax-exempt Bonds is excluded from gross income for purposes of federal income taxes and further stating that interest on the Bonds is exempt from California personal income taxation, which opinion shall inure to the benefit of the purchasers of the Bonds. • Any and all legal consultation requested by the District concerning the Bonds at any time after delivery of the Bonds. • Such other and further services as are normally performed by Bond Counsel in connection with the issuance of bonds or obligations of a similar character to the Bonds.
Duties of Attorneys as Bond Counsel. Attorneys shall do, carry out and perform all of the following Bond Counsel services as are necessary for the execution and delivery of the Financing Agreements: • Preparing and/or reviewing all legal proceedings for the authorization, execution and delivery of the Financing Agreements by the City, including drafting and/or reviewing the Equipment Lease-Purchase Agreement, Escrow and Account Control Agreement, authorizing City Council Resolution, and related legal documents; preparation and/or review of all closing certificates, filings and other documents required for closing and supervising such closing; preparation of all other proceedings incidental to or in connection with the execution and delivery of the Financing Agreements. • Negotiating with the private placement lender the prepayment provisions and the other covenants and agreements of the City set forth in the Financing Agreements, as requested by the City. • Reviewing existing obligations of the water and wastewater system to ensure there are no prohibitions on the incurrence of liens on the equipment being financed, which will become part of the water and/or wastewater systems, as applicable. • Working with the City to respond to any questions or concerns of private placement lender. • Upon completion of proceedings to the satisfaction of Attorneys, providing a legal opinion, as traditionally issued by Bond Counsel and satisfactory in form and content to the private placement lender, approving in all regards the legality of all proceedings for the authorization, execution and delivery of the Financing Agreements, which opinion shall be addressed to the City and the private placement lender, as required. • Such other and further services as are normally performed by Bond Counsel in connection with similar financings.
