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• Prosecuting a validation action in Orange County Superior Court (the <br />"Validation"); <br />• Supervising and preparing documentation of the steps to be taken <br />through the issuance of the Bonds, including: <br />i. Drafting all resolutions, notices, rules and regulations and other <br />legal documents required for the issuance of the Bonds, and all <br />other documents relating to the security of the Bonds, in <br />consultation with the City, the City's financial advisor, <br />underwriter and other experts; <br />2. Drafting and 'filing the Validation; <br />3. Preparing the record of proceedings for the authorization, sale <br />and issuance of the Bonds; <br />4. Assisting in the preparation of the portions of the official <br />statement for the sale of the Bonds which relate to the terms of <br />the Bonds and the firm's legal opinion delivered with respect <br />to the Bonds; <br />5. Reviewing the purchase contracts or the bidding documents <br />relating to the sale of the Bonds and participating in the related <br />negotiations; <br />6. Participating in meetings and other conferences scheduled by <br />the City, the City's financial advisor or the underwriter; <br />7. Consulting with prospective purchasers, their legal counsel and <br />rating agencies; <br />8. Consulting with the City concerning any legislation or <br />litigation which may affect the Bonds, the security for the <br />Bonds, or any other matter related to the issuance of the Bonds; <br />9. Consulting with any trustee or fiscal agent for the Bonds and <br />their counsel; <br />10. Preparing the form of the Bonds, and supervising their <br />production or printing, signing, authentication and delivery; <br />11. Rendering the final approving opinion as to the validity of the <br />Bonds for use and distribution upon their issuance; and <br />12. Rendering a legal opinion to the underwriter or purchaser of the <br />Bonds as to the applicability of the registration requirements of <br />federal securities laws and a statement as to the fair and <br />4831.7382-2682v2/200434.0005 <br />