FIN 2017-03-07 COMPLETE AGENDA PACKET

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Scope of Services to be Performed by Contractor As bond counsel, Pacifica Law Group (the "Law Firm") shall provide all necessary legal services necessary to issue bond, notes and other evidences of indebtedness, including but not limited to: • Draft and distribute election documents, if a voted bond issue • Assist in the development or review of a distribution list and proposed schedule, flagging key notice, action and document deadlines • Gather appropriate facts regarding the financing and the proposed project, generally through an in-person kick off or "scoping" meeting • Conduct federal and state law analysis • Assess financing options and work with underwriters and financial advisors to consider legal issues • Review existing covenants and assess benefit of springing covenants • Draft and distribute bond (and, if requested, disclosure) documents • Revise, discuss, and explain documents • Arrange and participate in conference calls and meetings with City staff and other members of the finance team, as necessary, to follow up on issues identified at the scoping meeting or to review document drafts • Present documents to, and answer questions from, the City Council • Complete appropriate tax due diligence analysis • Work with the finance team to finalize disclosure documents in anticipation of marketing bonds • Review the results of pricing and draft or comment on the bond purchase agreement • Prepare closing certificates, prepare and print the notes or bonds, and deliver bond opinions • Deliver hard copies or CDs of the final transcript to the finance team • Coordinate with City staff on post-issuance compliance obligations (state, federal tax, and securities law) as necessary • Work cooperatively with the City Attorney and other special legal counsel retained by the City for special projects involving the issuance of bonds, closing of bond transactions, tracking of bond proceeds and related issues CA Revised 1-2013 Page 5 of 8 7