General. The purpose of Part IV-1 is to provide an overview of the engagements envisioned as a result of this RFP. Interested Law Firms should use this Part in its technical proposal and in conjunction with the Technical Submission (Appendix D). The Law Firm shall represent the Commonwealth of Pennsylvania, acting by and through the Office of the Budget, in matters relating to disclosure counsel services. 1. Services Related to the Commonwealth’s Issuances of General Obligation Bonds, and all other bond/debt issuances for which the Commonwealth is the source of the credit being issued. A. The Law Firm shall serve as Disclosure Counsel to the Commonwealth for all General Obligation bond issuances (including any general obligation bond refundings) and all other bond/debt issuances for which the Commonwealth is the source of the credit being issued that occur during the term of this Contract. B. As Disclosure Counsel for the General Obligation bond issuances and all other bond/debt issuances for which the Commonwealth is the source of the credit being issued, the Law Firm shall perform the following services in connection with each issuance of general obligation bonds: I. As part of its first assignment under this Contract, the Law Firm shall meet with the appropriate Office of the Budget representatives to review in detail the Office of the Budget’s existing due diligence process in preparing a continuing disclosure document which complies with all applicable disclosure requirements including, but not limited to, SEC Rule 15c2-12. The Law Firm shall offer suggestions for enhancing the Commonwealth’s disclosure process, including the development of due diligence questionnaires for the persons or entities that provide various material information to the Office of the Budget. II. For each assignment and issuance of Commonwealth general obligation bonds and all other bond/debt issuances for which the Commonwealth is the source of the credit being issued, the Law Firm shall, before the commencement of the disclosure document preparation process, meet with the Office of the Budget’s representatives to identify: a. any new legal requirements that apply to or impact the Commonwealth’s disclosure, or disclosure document, or both; b. any known Commonwealth areas of particular due diligence importance such as an impending Commonwealth budget, funding concerns, material new or pending legislation, material litigation, accounting changes (including changes to generally accepted accounting practice rules) or the like; and, c. in each case, provide appropriate legal counsel and advice and due diligence questionnaires to address such due diligence requirements. The Law Firm shall also answer any of the Office of the Budget’s questions regarding the needed disclosure document and assist in preparation of the initial draft of such document as requested by the Office of the Budget. III. Upon completion of the draft disclosure document for each assignment and issuance of Commonwealth general obligation bonds and all other bond/debt issuances for which the Commonwealth is the source of the credit being issued, the Law Firm shall review such document and provide comments on and any suggested edits to such document to the Office of the Budget.
