Specifications include, but are not limited to: 1. Provide expert, objective legal opinions bond counsel regarding the validity and binding effect of the bonds, the source of payment and security for the bonds, and the excludability of interest on the bonds from gross income for federal income tax purposes. 2. Prepare and review documents necessary or appropriate to the authorization, issuance, sale, and delivery of the bonds, coordination of the authorization and execution of these documents, and review, where appropriate, drafting of enabling legislation. 3. Assist NMSTC and NMDOT in seeking any approvals, permissions, and exemptions from other governmental authorities necessary or appropriate in connection with the authorization, issuance, sale, and delivery of the bonds. 4. Review legal issues relating to the structure of bond issues. 5. Draft and prepare documentation for NMSTC and NMDOT as necessary to properly authorize bonds and other financial instruments, including NMSTC briefs and resolutions. 6. Review or prepare those sections of any offering document to be disseminated in connection with the sale of the bonds that relate to the bonds, financing documents, bond counsel opinion, and tax exemption. 7. Assist the NMSTC and NMDOT, where acting as the “Issuer,” in presenting information to bond rating organizations and credit enhancement providers relating to legal issues affecting the issuance of the bonds. 8. Review or prepare any notice of sale or bond purchase contract for the bonds and any continuing disclosure undertaking of the Issuer. 9. Provide responses to questions about the application of arbitrage and other federal tax legislation or regulations, the Issuer's obligations contained in covenants securing outstanding bonds or under state or local law, and the application of continuing disclosure and other securities law regulations. 10. Provide continuity if there is a change in Issuer personnel. 11. Attend, participate in, and travel to conferences/meetings, including but not limited to, monthly NMSTC meetings at various locations within the state, NMDOT debt management committee meetings, and meetings of NMSTC or NMDOT working groups, as requested by NMSTC, representatives of the NMDOT, an NMSTC/NMDOT financial advisor, or any other parties of interest to develop information and communicate bond counsel advice. 12. Assist in presentations to NMSTC, NMDOT, rating agencies, credit enhancement providers, and other third parties including the New Mexico Legislative Finance Committee, New Mexico Finance Authority (“NMFA”), New Mexico Board of Finance, and Federal Highway Administration (“FHWA”). 13. Negotiate, renegotiate, and draft memoranda of understandings between NMSTC/NMDOT and third parties, including FHWA and NMFA, as required by the NMDOT. 14. Provide legal advice and analysis regarding the issuance and refunding of future and outstanding bonds for NMSTC and NMDOT, the issuance of bonds by the NMFA for NMSTC and NMDOT, GARVEE bonds, interest rate exchange agreements, interest rate swap contracts, insurance agreements, remarketing agreements and other agreements in connection with the issuance and refunding of bonds, collateral posting, novations and any other financing vehicle or mechanism. 15. Provide legal advice and analysis to NMSTC and NMDOT related to restructuring of NMDOT’s Variable Rate Demand Notes (VRDNs), VRDN-related interest rate swaps and knock-in options, collateral posting requirements, and the management and renewal of letters of credit and liquidity facilities. 16. Work with and take direction from NMDOT executive staff, General Counsel, Bond and Debt Service Manager, and other NMDOT staff as may be required. 17. Provide on-going legal advice regarding: (i) existing and developing legislation, rules and regulations; (ii) court rulings and opinions; and (iii) industry practices or trends that could impact NMSTC and NMDOT bond and finance transactions.
