Disclosure Counsel Services. (A) The Firm, as disclosure counsel will, when requested by the City, perform the following services with respect to the issuance of bonds and matters relating thereto:
(1) prepare all disclosure documents at the request of the City; however, the Firm shall assume no responsibility for the disclosure documents insofar as such documents describe the financial circumstances of the offering or any other statistics, projections or data;
(2) perform due diligence with regard to City financings;
(3) assist the City in the compliance with federal and state securities laws;
(4) subject to completion of proceedings to the Firm’s satisfaction, render appropriate opinions to the City pertaining to disclosure as well as a reliance letter to the City’s underwriters, if requested;
(5) prepare the Continuing Disclosure Certificate in order to assist the underwriters in complying with the continuing disclosure requirements of Rule 5c2-12 or its successor in function;
(6) prepare the Issuer’s declaration of official intent, if any, to reimburse project costs paid by the City prior to the issuance of the bonds; and
(7) prepare the bond purchase agreement on behalf of the City, if required.
(B) The Firm’s opinions will be based on facts and law existing as of its date. In rendering an opinion, the Firm will rely on the certified proceedings and other certifications of public officials, officers of the City and other persons furnished to the Firm without undertaking to verify the same by independent investigation, and the Firm will assume continuing compliance by the City with applicable laws relating to the bonds. The Firm will rely on the City to provide complete and timely information on all developments pertaining to any aspect of the bonds, the use of proceeds of the bonds, and the security for the bonds.
(C) The Firm, as disclosure counsel will not perform the following services with respect to the issuance of bonds and matters relating thereto:
(1) traditional bond counsel services;
(2) preparation of blue sky or investment surveys with respect to the Bonds;
(3) investigation or expression of any view as to the creditworthiness of the City, any credit enhancement provider, or the bonds; or, providing services related to derivative financial products (e.g. 'swaps' and related documents or opinions);
(4) representation of the City in Securities and Exchange Commission investigations.
(D) For the services described above (other than routine validation procedures and relat...
Disclosure Counsel Services. In addition to the services set forth in Section A above, Bond Counsel agrees to prepare the Official Statement and will provide a letter addressed to the underwriter or purchaser of the Bonds to the effect that, to the best knowledge of Bond Counsel, the offering document (exclusive of financial, statistical and certain other information therein) does not misstate a material fact or omit a material fact required to be stated therein.
Disclosure Counsel Services. For the Disclosure Counsel services described above, assuming each series of Bonds has a separate Official Statement and Continuing Disclosure undertaking, the City will pay Consultant a flat fee of $35,000 for each series of Bonds.
Disclosure Counsel Services. Attorneys shall perform all of the following services as Disclosure Counsel to the District in connection with the issuance and sale of the Series G Bonds:
Disclosure Counsel Services. Bond Issuance. The Disclosure Counsel fee per series will be $20,000.
Disclosure Counsel Services. Services to assure compliance of the Bonds with federal securities laws (“Disclosure Counsel Services”) will include the following:
a) Preparation of the Preliminary Official Statement, the final Official Statement, and continuing disclosure certificate which accompanies the latter, for use in marketing and sale of the bonds;
b) Review of Continuing Disclosure filing status pursuant to MSRB Rule 15c2-12; and
c) Delivery of a disclosure counsel opinion at closing.
Disclosure Counsel Services. For the Disclosure Counsel Services performed for the Obligations, if WA assists with preparation of preliminary and final offering documents, WA will be paid a flat fee of $15,000 plus 0.31 cents per $1,000 in aggregate on the principal amount of each series of Obligations actually delivered. For purposes of the foregoing calculation, the principal amount of the Obligations includes any premium thereon. Such fee(s) shall be paid from the proceeds of the sale of the Obligations or from other funds, as the City deems appropriate. Except as otherwise provided below, payment of the fee(s) shall be made after the issuance and delivery of the Obligations and within thirty (30) days after receipt by the City of an approved invoice, therefore. The Disclosure Counsel Services fees for the services provided here are contingent upon the actual sale and delivery of the Obligations.
Disclosure Counsel Services. (1) Coordination of preparation of the Preliminary Official Statement and Final Official Statement for the JJC Refunding Bonds.
(2) Preparation of the Continuing Disclosure Certificate (if applicable).
(3) Rendering (or including in) a supplemental opinion to the underwriter in Xxxxxxxxx'x customary form a so-called 10b-5 opinion (actually negative observations subject to certain exceptions) with respect to certain information contained in the Official Statement. Stradling and County agree that the County has County Counsel to render general day-to-day and ongoing legal services. Stradling shall circulate documents to and coordinate its services with County Counsel to the extent requested by County or County Counsel. Stradling shall be entitled to assume that County Counsel has reviewed all documents and matters submitted to the Board of Supervisors for adoption or execution (although Stradling understands that County Counsel is not expert in matters relating to lease revenue bonds (or similar obligations), securities laws (federal or state) and tax laws, and shall not be assumed to be rendering any opinion or view with respect to these matters nor shall Stradling assume that County Counsel is familiar with all matters disclosed in any official statement or other disclosure document). Xxxxxxxxx’x services are limited to those specifically set forth above. Xxxxxxxxx’x services do not include representation of the County or any other party to any lease revenue bonds or similar obligations issued in accordance with this Agreement in any litigation or other legal or administrative proceeding involving the County, any lease revenue bonds or similar obligations issued in accordance with this Agreement or instruments entered into in connection with this Agreement. Xxxxxxxxx’x services do not include any financial advice or analysis. Also, Xxxxxxxxx’x services (other than general interpretive services related to any documents drafted by Stradling, a reasonable amount of which interpretive services shall be provided to the County at no additional charge) will not extend past the date of closing of any lease revenue bonds or similar obligations issued in accordance with this Agreement.
Disclosure Counsel Services. For each separate series of Bonds issued during the term of this Agreement, Disclosure Counsel Services shall be compensated a set fee of $20,000 per transaction, plus an expense reimbursement fee of not to exceed $1,500. In the event that multiple series of Bonds are issued using a single Official Statement, the Disclosure Counsel fee for each additional series shall be $10,000. Fees shall not be due and owing unless and until Bonds are issued, and shall be paid or reimbursed from Bond Proceeds.
