Task 1: Negotiation and Drafting of IDAA The attorney will be asked to represent A&F in the negotiation and drafting of IDAAs for certified ICubed projects. The attorney will provide services only for the I-Cubed project(s) listed on the RFQ issued to the Bidders that are selected to serve on the qualified contractor list. The attorney for a specific I-Cubed project will perform the following list of services: 1.1 Review prior IDAAs executed by A&F in other I-Cubed transactions to ensure consistency of language and approach; 1.2 Understand and keep up-to-date on all statutes, regulations, rules, and guidance applicable to the I-Cubed program, including the Act, A&F regulations, DOR TIRs, and any relevant IRS tax rules applicable to public bond issuances; 1.3 Draft IDAA and advise on contracting approaches to address unique issues related to the ICubed project at issue, including the adequacy of security to ensure timely completion of public infrastructure improvements, and any anticipated risks associated with insufficient revenues to cover debt service and transfers of ownership of the developer or public infrastructure improvements; 1.4 Coordinate drafting process with due diligence performed by bond counsel for MassDevelopment, advising on any necessary contractual changes that may result; 1.5 Coordinate and incorporate comments on IDAA language received from other contracting parties and their counsel; and 1.6 Provide up to 10 hours of ongoing advice, upon request by A&F, regarding the interpretation or application of the IDAA during the remaining term of the contract. Task 2: Review of Bond Closing Documents Following the execution of the IDAA, the selected attorney will also be asked to review bond closing documents on behalf of A&F in connection with any bonds issued for approved I-Cubed projects. The attorney will perform the following list of services: 1.1 Review prior bond closing documents executed in connection with the I-Cubed program to ensure consistency of language and approach; 1.2 Review Commonwealth disclosures related to other Commonwealth debt issuances, to the extent necessary to ensure accuracy and completeness of I-Cubed bond documents; 1.3 Understand and keep up-to-date on all applicable statutes, regulations, rules, and guidance, including any relevant IRS tax rules and federal securities laws; and 1.4 Review, in collaboration with counsel representing MassDevelopment and other entities, bond closing documents related to the I-Cubed project at issue to ensure accuracy and completeness of all pertinent information.
