A. Bond Counsel Services 1. Prepare all legal documents necessary for the authorization, issuance, and sale of bonds, including closing documents and transcripts. 2. Attend working group and due diligence meetings or conference calls, as necessary or when specifically requested by OCTA. Attend OCTA Board meetings as requested. 3. Participate, when requested, in activities associated with rating agency meetings or calls. 4. Provide an objective legal opinion regarding the valid authorization and issuance of bonds, and the tax-exempt status of interest under applicable federal and/or state laws and regulations. 5. Provide continuing advice regarding any actions required by OCTA to maintain the tax-exempt status of the bonds, if applicable. 6. Provide legal consultations on financing-related matters at any time upon OCTA’s request. B. Disclosure Counsel Services 1. Consult and work with OCTA staff, the Municipal Advisor, underwriters, and other consultants in the preparation of disclosure documents, including Preliminary and Final Official Statements and continuing disclosure certificates. 2. Confer and consult with OCTA staff on all matters relating to disclosure documentation. 3. Attend working group and due diligence meetings or conference calls, as necessary or when specifically requested by OCTA. Attend OCTA Board meetings as requested. 4. Review and comment on any investor presentations prepared by OCTA and/or the underwriter, as needed. 5. Render a disclosure opinion to OCTA and the underwriter. 6. Provide consultations related to public offerings, including, upon request, disclosure training for OCTA staff. 7. Advise and assist OCTA with its ongoing continuing disclosure obligations under SEC Rule 15c2-12, including the preparation, review, and filing of annual continuing disclosure reports, material event notices, voluntary disclosures, and other filings. These services may be requested independently of any new bond issuance.
