HA Item 03 - Agreement for Bond Counsel Servies

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EXHIBIT 2 REQUEST FOR PROPOSALS FOR BOND COUNSEL FOR AFFORDABLE HOUSING Minimum Qualifications Additionally, the SOQ shall contain responses to the minimum proposer qualifications included in Section IV — Minimum Qualifications of the RFP. IV. MINIMUM QUALIFICATIONS In addition to meeting all other requirements of this RFP, all responding Proposers shall certify and furnish verifiable evidence that their law firm and personnel, at a minimum, meet the following qualifications: 1) The attorney(s) who will be primarily responsible for providing the legal services requested by this RFP on behalf of Proposer: (i) must be licensed to practice law in the State of California; and (ii) must agree to primarily perform the legal services requested in California. Justin Cooper, Marc Bauer, and Lauren Herrera, who will be primarily responsible for providing bond counsel services to SAHA, are all licensed to practice law in the State of California. All three of them are located in California and agree to primarily perform the legal services requested in California. We would be happy to supply copies of their California bar cards if requested. 2) Proposer has provided similar or same services to at least five (5) municipalities within the last five (5) years. Confirmed. Please see Exhibit B for our list of all tax-exempt multifamily bond issues where we served as bond or disclosure counsel since January 1, 2020. 3) Proposer has experience as bond counsel on bond issuance for affordable housing development within the last five (5) years. Confirmed. Please see Exhibit B for our list of all tax-exempt multifamily bond issues where we served as bond or disclosure counsel since January 1, 2020. b. Services Provided A description of proposed services to be provided and how they meet the needs of the City as described in Exhibit I — Scope of Services. Our nationally ranked Bond Counsel public finance team is dedicated to meeting the goals and fulfilling the functions identified in the Authority's Scope of Work with precision and expertise. We will use a phased, team - based approach to manage the work, including the following steps: 1. Consultation with representatives of the Authority, the Authority's financial advisors and underwriters, the providers of any backup security, their respective counsel, consultants and others concerning the timing, terms, and structure of the financing, including analysis of the advantages and disadvantages of each available financing technique and consideration of California law, federal tax law, federal securities law, and general public finance law. This work includes regular consultation with the Authority Finance Team and updates on changes in law and practice. 2. Preparation and/or review of legal proceedings for the authorization, sale, and issuance of the bonds, including preparation and/or review of the necessary resolutions, indenture, continuing disclosure agreement, notice of sale and other necessary documents for the issuance of the bonds; preparation of the proceedings for the sale of the bonds; preparation of other proceedings and documents (including closing papers) incidental to or in connection with the issuance of the bonds; and coordination of the closing. 3. Reviewing the official statement prepared for the offering and sale of the bonds with a view to ensuring that the description of the legal documents contained therein is accurate. 4. Rendering of the final legal opinion on the validity of the bonds and the tax-exempt status of interest thereon, and such other legal opinions as may be appropriate in connection with delivery of the bonds. 5. Such other legal services as may be incidental to the foregoing. 6. Following the completion of the contemplated financing and the expiration of our contract, we would, in accordance with our usual practice, handle routine inquiries and consultation regarding the financing without charge. The experience of the Orrick team of attorneys enables them to address all aspects of any municipal housing bond financing that the Authority may be called to consider. If any further expertise is required, Orrick's full complement of lawyers with expertise in such areas as environmental law, litigation, real estate, and securities ORRICK, HERRINGTON & SUTCLIFFE LLP SOQ P. 1