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5 2 Bond Counsel <br /> • Prepare an approving legal opinion <br /> ® Provide expert and objective legal opinion and advice <br /> O Prepare and review documents necessary to authorize, issue sale and delivery of <br /> the bonds, as well as coordination of the authorization and execution of closing <br /> documents <br /> ® Review legal issues relating to the structure of the bond issue <br /> • Prepare election proceedings or pursue validation proceedings if necessary <br /> ® Review or prepare those sections of the official statement that relate to the <br /> Bonds, financing documents, bond counsel opinion, and tax exemption <br /> • Assist the City in presenting information to bond rating organizations and <br /> credit enhancement providers relating to legal issues affecting the issuance of <br /> the Bonds <br /> O Review or prepare the Notice of Sale of Bond Purchase Contract for the Bonds <br /> and review or draft the continuing disclosure undertaking of the City <br /> • Post-issuance advice for bond covenant compliance <br /> Requests for Proposals for Bond Counsel should be done on a periodic basis notto exceed <br /> ten(10)years but is subject to review after four years <br /> 5 3.Underwriter <br /> ® Provide the City with market knowledge <br /> O Assist with credit analysis and preparation <br /> m Premarketing of the Bonds <br /> • Pricing and Sale of Bonds <br /> • Trading of the Bonds <br /> Underwriter services should be solicited through a Request for Proposal (RFP) forevery <br /> bond issue, or by developing a pool of pre-qualified underwnters from which to select <br /> 5 4 Trustee/Fiscal Agent/Paying Agent <br /> • Establishes and holds the funds and accounts relating to the bond issue <br /> • Maintains the list of names and addresses of all registered owners of the bonds <br /> and recordings of transfers and exchanges of the bonds <br /> • Acts as the authenticating agent <br /> • Acts as the paying agent <br /> • Protects the interests of the bondholders by momtonng compliance with <br /> covenants and acts on behalf of the bondholders in the event of default <br /> • As the escrow agent holds the investments acquired with the proceeds of an <br /> advance refunding and uses those funds for payments on those investments to <br /> pay debt service on the refunding bonds <br /> • As a dissemination agent acts on behalf of the issuer or other obligated person <br /> to disseminate annual reports and event notices to repositories under SEC Rule <br /> 15c2-12 RFP's for Trustee services should be done on a periodic basis if the recurring <br /> Trustee fees increase excessively(in excess of the prevailing Bay Area inflation rate) <br /> 6 TYPES OF DEBT <br /> There are a number of market factors that will affect the success of a bond offering, and <br /> each should be carefully considered before selecting a method of sale These factors <br /> include, but are not limited to, the following 1) market perception of the City's credit <br /> quality, 2) interest rate volatility, 3) size of the proposed issue, 4) complexity of the <br />