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SANTA ANA HOUSING AUTHORITY REQUEST FOR PROPOSALS FOR BOND COUNSEL SERVICES FOR AFFORDABLE HOUSING EXHIBIT A SCOPE OF WORK The Santa Ana Housing Authority is in need of on-call bond counsel to assist with the normal duties associated with providing bond counsel services on all debt issues, bond issuances, maintenance, and dissolution, and specialized legal counsel related to affordable housing finance, tax opinions, and additional legal services related to various questions that may arise from time-to-time on programs, debt or borrowing matters, and general statutory or constitution law. 1)Serve as the legal counsel in the formation and issuance of debt. 2)Provide legal advice and consultation relating to tax matters associated with the financing. 3)Provide legal opinion with respect to the authorization and issuance of the debt obligations and whether the interest paid is tax-exempt under federal and/or State laws and regulations. 4)Draft and review legal documentation including all required resolutions, financing documents, closing documents and transcripts and coordinate the authorization and execution of those documents. 5)Provide ongoing legal services in matters relating to interpretation of applicable regulations, legislation or pending litigation. 6)Participate in conference calls or meetings, as requested, relating to the issuance of bonds or notes. 7)Provide ongoing information to Housing Authority and City staff regarding the activity and legal status of the financing. 8)Perform due diligence regarding the Housing Authority/City and the financing. 9)Prepare all legal documents for the authorization, issuance and sale of debt by the Housing Authority, including resolutions, closing documents and internal Housing Authority/City agreements as needed. 10)Provide legal advice relating to federal and state tax matters associated with the financing structure. 11)Participate as a member of and in meetings with the financing team which will also include the financial advisor, underwriter, and Housing Authority/City staff. 12)Assist in negotiations with bond insurers as needed. 13)Assist the Housing Authority in making presentations to rating agencies as needed. 14)Provide continuing legal advice, as needed, concerning any legal or tax-related issues after the sale of the bonds. 15)Assist in the legal review of annual continuing disclosure. 16)Provide regular reports to the Housing Authority Executive Director, Housing Authority General Counsel, City Attorney, City Manager, and/or Community Development Director. I.PAYMENT OF INVOICE Payment shall be made monthly upon the receipt and acceptance of an invoice and a detailed time log of work performed. The time log shall indicate the service hours performed by date, deliverable and the name of the individual II.REQUIREMENTS AND RESPONSIBILITIES i.INSURANCE Prior to undertaking performance of work under this Agreement, the Bond Counsel shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: 1.Errors and Omissions (Professional Liability) Insurance. Bond Counsel shall maintain Errors and Omissions (Professional Liability) insurance which shall include, but not be limited to protection against claims arising from Bond Counsel. The amounts of insurance shall be not less than the total amount of $1,000,000 per occurrence, $1,000,000 in the aggregate. Santa Ana Housing Authority Request for Proposals for Bond Counsel Services for Affordable Housing Page 8 5-11