HA Item 03 - Agreement for Bond Counsel Servies

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EXHIBIT 2 REQUEST FOR PROPOSALS FOR BOND COUNSEL FOR AFFORDABLE HOUSING Cost Proposal All Proposers are required to submit a fixed rate fee and budget with their Cost Proposal. Pricing instructions should be clearly defined to ensure fees proposed can be compared and evaluated. Cost Proposal must include a payment schedule if applicable. City reserves the right to negotiate compensation and/or payment schedule prior to award of any resulting agreement. If providing hourly rate sheets, Proposer shall not include rate ranges or averages. The City shall not provide reimbursement for travel -related expenses, mileage, parking, lodging, meals, incidental fees, insurance, freight/shipping and handling/delivery, and any other business expenses, supplies and materials related to providing services as specified herein. Additional costs will not be considered and will not be reimbursed by the City, therefore, such costs must be absorbed in Proposer's cost proposal fee structure. Any language related to travel reimbursement shall be stricken from the document by the City and if not stricken, shall be deemed invalid. Our objective is to become your preferred bond counsel on a long-term basis. To that end, we will establish and adjust our fees as needed to make our services attractive to you. We have found in the past that our most satisfactory fee arrangements take into account not only transaction sizes, but also complexity. For example, a private placement with no trustee and no offering document typically requires considerably less bond counsel time than a public offering with a trustee, underwriter, remarketing agent, and one or more credit enhancers. Investment agreements, swaps, and other features may add further complexity. Consistent with the majority of our work in the affordable housing sector, we would expect our fees for our work on behalf of the Authority to be determined on a fixed -fee basis or similar arrangement for each project or matter for which we are engaged. This approach provides the Authority with certainty with respect to the project budget at the commencement of the project financing or matter. Bond counsel fees for bond financings involving exempt -facility bonds and low-income housing tax credits typically range, consistent with market practice, between $60,000 and $90,000 per transaction. Bond counsel fees for public offerings of bonds issued to finance middle -income housing — typically structured as "501(c)(3) bonds" or "governmental bonds" — usually range between $125,000 and $250,000. Our fees for each financing will be payable solely from bond proceeds and other funds made available in connection with each issuance of bonds. We would also be pleased to discuss arrangements for non - transactional, advisory work with the Authority and we would be willing to agree to perform such bond counsel services at a discounted, blended rate of $795/hour during the term of the contract. In our role as bond counsel, we would not expect to be responsible for the preparation of the Official Statement, but rather would expect that the financial advisor, disclosure counsel or underwriter's counsel would have such responsibility. We would expect to participate in developing the description of the terms of the securities that is normally found in the forepart of an Official Statement and would provide a summary of legal documents for inclusion in the Official Statement. Unless we were separately hired as disclosure counsel, our engagement would not include our providing any due diligence on the Official Statement nor providing any standard 10b-5" opinion. ORRICK, HERRINGTON & SUTCLIFFE LLP Cost Proposal p. 1