| (a) Submitting Attorney. A transcript must be submitted
by an attorney licensed in Texas.
(b) Submission Deadlines. An issuer must submit its
record of proceedings at least 10 working days prior to closing for
traditional financings, and at least 12 working days prior to closing
for nonprofit corporation or other conduit issuer financings. In the
cover letter for the transcript submission, bond counsel must advise
the Public Finance Division of public securities requiring the delivery
of an approving opinion earlier than normally provided and must submit
the record of proceedings a corresponding amount of additional time
prior to the proposed closing date. These time periods may be increased
with advance notice from the Public Finance Division in an All Bond
Counsel Letter. Record of proceedings must be submitted in substantially
final form. Preliminary or pro-forma proceedings will not be accepted
for review without prior approval for good cause shown when the current
Public Finance Division workload allows. Black-lined pages identifying
changes must accompany any changed pages to the record of proceedings.
An issuer's failure to submit a substantially complete record of proceedings
prior to the expected release date of a preliminary approval letter
under subsection (d) of this section may prevent the release of approved
public securities by the proposed closing date.
(c) Initial Public Securities. Initial public securities
must be submitted no later than five working days prior to closing.
(d) Preliminary Approval Letters. No preliminary approval
letter from the Public Finance Division should be expected until the
end of the fifth working day preceding the date set for closing, or
an earlier date as requested by bond counsel in writing, if the time
requirements for an earlier approval date have been met. If the issuer
fails to submit a substantially complete record of proceedings, the
Public Finance Division may delay the release of the preliminary approval
letter until such time as a substantially complete record of proceedings
is received. After receipt by bond counsel of a preliminary approval
letter relative to a given issue, bond counsel shall supply a written
response to any questions, enclosing, when requested, missing or substituted
documentation. Intervening telephone discussion is welcome, and confirmation
of any verbal waivers or modifications to the preliminary approval
requirements should be included in the reply letter.
(e) Submission of Final Documents. Any outstanding
requirements for final approval as well as the final versions of documents
originally submitted in unexecuted or uncertified form, which shall
be executed as required by law, must be submitted no later than three
working days prior to closing. Exceptions to this requirement may
be granted by the Public Finance Division for good cause, if the current
workload allows.
(f) Registration of Public Securities. If all requirements
have been satisfied, approved public securities generally will be
sent by the Public Finance Division to the Texas Comptroller of Public
Accounts for registration two days prior to the proposed closing date.
(g) Approval of Certain Contracts. For record of proceedings
in which specific approval by the Office of the Attorney General of
a contract providing revenue or security to pay the public security
is required, the proceedings, including the contract, must be supplied
in final and executed or certified form by the time of approval.
(h) Agreements to be Registered by Texas Comptroller
of Public Accounts. For agreements required by law to be registered
by the Texas Comptroller of Public Accounts, such as lease purchase
agreements, the issuer must submit two fully executed agreements.
One will be registered with the Texas Comptroller of Public Accounts
and returned to the issuer, and the second will remain with the transcript
file.
(i) No Guarantee of Final Approval. Receipt of a preliminary
approval letter does not constitute a guarantee of final approval
of the public securities and should not be relied upon as such. Closings
may be delayed if required documents are not timely filed or if there
are unresolved legal issues. Furthermore, the Office of the Attorney
General does not represent, assure or guarantee completion of transcript
examination or the issuance of transcript approval by any specific
date or time.
(j) Calculation of Deadlines. For calculations under
this section, the day of submission is counted if the record of proceedings
is received by 3:00 p.m., but the day of closing is not counted. If
bond counsel states that it is satisfactory for the public securities
to be registered by the Comptroller of Public Accounts the day before
closing, then one day may be subtracted from the time requirements.
If approval is requested a certain number of days prior to closing,
then the time requirements are counted back from the requested approval
day, not from closing.
(k) Review of Forward Deliveries. An opinion for forward
delivery public securities will not be delivered until shortly before
the delivery date of the public securities. A preliminary approval
letter will be provided, and subsequently, if requested, the reviewing
attorney will confirm that all outstanding requirements have been
satisfied, to the extent this has occurred. An extensive "settlement
certificate" generally setting forth information of the nature required
to be in general and no-litigation certificates and confirming that
there have been no material changes made to the transcript previously
reviewed by this office will be required before the opinion is given.
(l) Return of Record of Proceedings. A record of proceedings
on file with the Public Finance Division for six (6) months with no
action will be returned to bond counsel. Should any such proceedings
be resubmitted, a new fee will be required.
(m) Facsimile Transmissions. Unless specifically requested
or approved by the Public Finance Division, no fax transmissions of
more than 20 pages may be sent to the Public Finance Division. Unless
specifically requested, material should not be faxed in the late afternoon
or evening if it is being sent by overnight delivery.
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