Professional Services Agreement - Barnes and Thornburg LLC - Bond Counsel Services

Home Browse Search

Jennifer C. Hockenhull, City Controller City of South Bend July 23, 2018 Page 3 6. We will assist the Municipal Advisor in preparing or reviewing certain sections of the official statement or offering circular that will be used to market the Bonds, specifically, the portions that describe the Bonds and other legal documents, federal tax matters, and our legal opinion. 7. We will assist the. City in its continuing disclosure undertaking, if necessary, under federal securities law to allow the Underwriter to purchase the Bonds. 8. We will prepare or assist in preparing for and participate in any meetings with any rating agency, municipal bond insurer or other credit provider concerning the Transaction. 9. We will coordinate the scheduling and supervise the closing of the Transaction, including preparation of required closing documents. Subject to the completion of proceedings to our satisfaction with respect to the Bonds, we will render our opinion to the effect that: (i) the Bonds are the valid and binding obligation of the issuer of the Bonds, enforceable against such issuer in accordance with their terms, and (ii) the interest on the Bonds is excludable from gross income for federal income tax purposes and is exempt from taxation in the State of Indiana (all subject to certain limitations which will be expressed in the opinion). The opinion for the Bonds will be executed and delivered by us in written form on the date the Bonds are exchanged for their purchase price (the "Closing") and will be based on facts and law existing as of its date. In rendering the opinion, we will rely upon the certified proceedings and other certifications of public officials and other persons furnished to us, without undertaking to verify the same by independent investigation. Upon delivery of the opinion for the Bonds, our responsibilities as bond counsel will be concluded with respect to the Transaction. Specifically, but without implied limitation, we do not undertake (unless separately engaged) to provide continuing advice to the City or any other party concerning any actions necessary to assure that interest on the Bonds will continue to be excludable from gross income for federal income tax purposes. As bond counsel, we will not provide the following services in connection with the Transaction: 1. We will not review the financial condition of the City, the feasibility of the projects to be financed with the proceeds of the Bonds or the adequacy of the security provided to owners of the Bonds, and we will express no opinion relating thereto. 2. Except as specifically set forth above, we will not assume or undertake responsibility for the preparation of an official statement or any other disclosure {■ a � t • � i Ea i