a. Outside General Counsel Legal Services. The scope of the work for the prequalified firms will be to advise and assist the Trust with managing the Clean Water and Drinking Water State Revolving Funds (SRFs) and other programs managed by the Trust. Work will also include providing legal advice and assistance on issues that arise pertaining to the Trust’s Enabling Act and the related federal and state statutes and regulations, to which the Trust is subject. The Trust will choose a firm from the list of prequalified firms as tasks and issues arise. Outside General Counsel Legal Services: Without limiting the generality of the foregoing, the prequalified firms will provide the following legal services to the Trust: i. As requested, maintain and update master versions of Trust loan and program documents, including but not limited to, Financing Agreements, By-Laws and the Master Trust Agreement; ii. As requested, provide administrative services for the execution of electronic signatures for documents as required by the trust programs; iii. As requested, provide legal opinions and/or advice pertaining to the Trust’s Enabling Act and the related federal and state statutes and regulations, and Executive Orders and proposed state and federal statutes and regulations, to which the Trust is subject; iv. As requested, provide advice and assistance concerning the interpretation, implementation, and amendments of the Trust’s Master Trust Agreement; v. As requested, provide legal advice concerning the Internal Revenue Code and the applicable tax regulations as they relate to the Trust; vi. As requested, review, and oversee the closing of non-bond financed loans; vii. As requested, provide legal advice pertaining to various investment portfolios; viii. As requested, provide advice on additional legal issues that may arise during the course of normal Trust business; ix. As requested, assist in the preparation of documentation for federal and Commonwealth capitalization grants, contract assistance payments, and certifications and reports to the EPA related to the Trust’s federal programs; and x. Assist the Trust with other legal matters applicable to SRFs that are within the general scope of this RFQ. xi. As requested, participate in meetings and conference calls related to the issuance of Trust bonds. As requested, review final drafts of documents prepared by Bond Counsel, including the Preliminary Official Statement and the Official Statement. Work in a supporting role to Bond Counsel to monitor the pre-closing and closing of Trust bonds, insuring accurate and timely preparation, execution, and delivery of all closing documents; and xii. As requested, assist the Trust with its continuing disclosure obligations under SEC Rule 15c2-12 and the Trust continuing disclosure certificates. Assist with arbitrage issues as they arise with prior bond series. b. Bond Counsel Legal Services. The Trust will select from its prequalified list of firms for each of its bond issuances to perform the following: i. Provide complete legal representation for all matters of state and federal law, including tax and security matters, with respect to an issuance of Bonds, whether for new money or refunding purposes, as applicable; ii. Prepare the Preliminary Official Statement and the Official Statement; iii. Review and provide structuring advice with respect to any bond issuance, including advice related to tax matters; iv. Prepare all necessary documentation to effectuate such transactions, including the preparation of all closing documents; v. Review and approve the expectations as to the expenditure of proceeds to the purposes for which bonds are issued and applicable timelines for such expenditures; vi. Coordinate and complete the loan due diligence process by working with the Trust and the Trust’s borrowers and their counsels; vii. Provide legal services pertaining to a stand-alone cash defeasance of outstanding bonds that is not included as part of a bond issuance; viii. Assist in preparation of presentations to rating agencies, market participants, and others; ix. Examine and comply with the Trust’s post-issuance policy and procedures; x. Perform post-issuance procedures, including the swap of unexpended proceeds, and assist in post-issuance tax and securities compliance; and xi. Provide any additional services understood by a knowledgeable bond counsel to reasonably satisfy the duties of bond counsel for the type of bonds being issued and under the circumstances of its issuance. This includes services to assist the Trust in complying with any disclosure obligations arising from the issuance of bonds. c. Underwriters’ Counsel Legal Services. The Trust is seeking to develop a list of firms qualified to serve as counsel to the underwriters of Trust debt in negotiated bond sales approved under this RFQ. Previously qualified underwriters will select their counsel for negotiated transactions. The Trust will pay the counsel but will not have an attorney-client relationship nor will it be subject to the direction or control of the Trust. The Underwriters’ Counsel will be required to: i. Manage the due diligence process on behalf of the underwriter; ii. Prepare the bond purchase agreement; iii. Provide a “legal opinion” regarding the bond issuance; iv. Review all offering-related documents; and v. As needed, partake in weekly working group calls and any other discussions.
