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SECTION 2. Duties of Attorneys as Bond Counsel. Attorneys shall do, carry out <br />and perform all of the following Bond Counsel services as are necessary for the <br />issuance and sale of each series of the Bonds: <br />• Consultation and cooperation with attorneys, financing consultants <br />and other consultants, underwriters, staff and employees of the <br />Successor Agency, and assisting such consultants, underwriters, staff <br />and employees in the formulation of a coordinated financial and legal <br />Bond issuance by the Successor Agency. <br />• Preparation of all legal proceedings for the authorization, issuance <br />and delivery of Bonds by the Successor Agency; including preparation <br />of Successor Agency and Oversight Board resolutions authorizing the <br />issuance of such Bonds, fixing the date, denominations, numbers, <br />maturity and interest rates, providing the form of the Bonds and <br />authorizing their execution, authentication and registration; certifying <br />the terms and conditions upon which the same are to be issued; <br />providing for the setting up of special funds for the disposition of <br />proceeds of the sale of the Bonds and providing all other details in <br />connection therewith, including special covenants and clauses for the <br />protection of the interests of the Bondholders; preparation of the <br />resolution selling all or any part of the authorized Bond issue; <br />preparation of all documents required for Bond delivery and <br />supervising such delivery; preparation of all other proceedings <br />incidental to or in connection with the issuance, sale and delivery of <br />the Bonds. <br />• Work with the successor Agency to respond to any questions of <br />concerns of the Department of Finance of the State of California. <br />• Upon completion of proceedings to the satisfaction of Attorneys, <br />providing a legal opinion, as traditionally issued by Bond Counsel and <br />satisfactory in form and content to the Successor Agency Attorney <br />and other parties to the transaction, approving in all regards the <br />legality of all proceedings for the authorization, issuance and delivery <br />of Bonds, which opinion shall be addressed to the Successor Agency <br />and any other party so requiring and shall inure to the benefit of the <br />purchasers of the Bonds. <br />• Any and all legal consultation requested by the Successor Agency <br />concerning the Bonds at any time after delivery of the Bonds. <br />• Such other and further services as are normally performed by Bond <br />Counsel in connection with the issuance of bonds or obligations of a <br />similar character to the Bonds. <br />• Attorneys will not be responsible for the preparation or content of the <br />official statement prepared by the underwriter or other legal counsel, <br />other than to examine said official statement as concerns description <br />of Bonds and matters within Attorneys' knowledge. <br />-2- <br />