HA Item 03 - Agreement for Bond Counsel Servies

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EXHIBIT 2 REQUEST FOR PROPOSALS FOR BOND COUNSEL FOR AFFORDABLE HOUSING laws are available to increase the speed, accuracy, and the innovative quality of our delivery of legal services to the Authority. Orrick has developed numerous innovative techniques, such as multi -modal variable rate demand bonds, swaps, and various credit support mechanisms, and has drafted tax legislation providing the legal basis for greater flexibility in an issuer's financing options. The Authority will receive, in all respects, top -priority attention from the attorneys assigned to the Project. Our team -based, phased approach mitigates unexpected schedule conflicts and ensures adequate coverage of important milestones in the financing by skilled, knowledgeable, and competent members of the team who are familiar with all aspects of the transaction. Furthermore, we envision a collaborative effort with the Authority and the other professionals involved in the Project. To that end, we anticipate regular calls or video conference calls with members of the Authority team and other professionals at each step and frequent check -ins with members of the Authority team as we progress through the Project. We believe that the depth of experience Orrick would bring, including the specific experience of the team members, previous experience with the Authority, as well as the unmatched resources of the firm, will ensure that the firm is always well -prepared to answer any and all questions and confer with the Authority's team on strategy, structure, and documentation throughout the course of the scope of work. c. Agreement Statement Proposal shall include a statement outlining your concurrence or reference to concerns previously submitted with any and all provisions as contained in EXHIBIT II — Sample Agreement of this RFP (if any). Regarding Section 6 - Insurance: Orrick meets the insurance limit requirements. However, a third party cannot be named as additional insured on our professional liability policy. Regarding the Indemnification language in Sections 7 and 8: We propose to replace this with the indemnification language we negotiated with the Authority in our previous contract, as follows: Consultant agrees to indemnify and hold the Authority harmless from and against any and all third party claims, suits and actions, and all associated damages, settlements, losses, liabilities, costs, and expenses, including without limitation reasonable attorneys' fees, to the extent finally determined to have resulted from Consultant's negligent performance of the services set forth in this Agreement. Notwithstanding the foregoing, nothing herein shall (i) serve to expand Consultant's scope of professional responsibilities as set forth in the laws and canons of ethics, (ii) extend any statute of limitations governing any claim arising from Consultant's acts or omissions, or (iii) waive any claims or defenses that Consultant may have against the Authority or any other party. d. Firm and Team Experience Proposal shall include a profile of the firm's experience including the following: i. A general description of the firm, including the number of years providing bond counsel services, and size and number of employees working directly with the City on this agreement. Orrick was founded in 1863 and is today among the nation's leading law firms with over 1,200 attorneys in 25 offices around the world serving domestic and international clients, including numerous governmental entities, universities, charitable and public service organizations, major industrial and financial corporations, commercial and investment banks, developers, and high-technology companies. Orrick has been ranked the No. 1 Bond Counsel and No.1 Disclosure Counsel law firm in the country for the last 25 years based on total volume of financings. The firm consistently issues a greater volume of bonds than any other public finance firm in the nation. With more than 75 lawyers practicing public finance, Orrick is the best-known, most widely respected and most experienced bond counsel firm in the country — maintaining a substantial public finance practice for over 100 years. Orrick partner Justin Cooper will serve as the team lead and primary contact for the Authority. He has been practicing in the area of multifamily housing for more than 20 years and is chair of Orrick's housing finance practice group. Justin will be assisted by Marc Bauer (Partner) and Lauren Herrera (Senior Associate). Rich Moore (Tax Partner) and Barbara Jane League (Tax Partner) will provide assistance with respect to tax matters. Other members of the firm's housing finance group will be available as needed. Please see Exhibit A for full attorney resumes. ORRICK, HERRINGTON & SUTCLIFFE LLP Soo p. 2