REQUEST FOR PROPOSALS BOND COUNSEL SERVICES FOR AFFORDABLE HOUSING RFP # Santa Ana Housing Authority

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1 REQUEST FOR PROPOSALS BOND COUNSEL SERVICES FOR AFFORDABLE HOUSING RFP # Civic Center Plaza Santa Ana, CA Judson Brown Housing Division Manager (714) Office KEY RFP DATES: Issue Date: Monday, February 3, 2016 Deadline to Submit Questions: Monday, February 22, 2016 at 5:00 p.m. Response Posted on City Website: Monday, February 29, 2016 at 5:00 p.m. Proposal Due Date: Monday, March 14, 2016 at 12:00 p.m.

2 NOTICE INVITING PROPOSALS NOTICE IS HEREBY GIVEN that proposals will be received from interested, highly qualified and experienced law firms to provide bond counsel services. Responses to this Request for Proposals will be accepted until Monday, March 14, 2016 at 12:00 p.m. If further information is needed regarding this Request for Proposals, contact Judson Brown, Housing Division Manager at (714) or MAILED, DELIVERED BY HAND, OR COURIERED proposals will be accepted as follows: Judson Brown, Housing Division Manager Community Development Agency 20 Civic Center Plaza, Sixth Floor Santa Ana, CA It is the responsibility of the proposer to ensure that any proposals submitted shall have sufficient time to be received by the prior to the proposal due date and time. Questions regarding the Request for Proposals shall be made in writing via to Judson Brown at The time the proposal is received by the Community Development Agency, 20 Civic Center Plaza, Sixth Floor, Santa Ana, CA will be the governing time for acceptance of proposals. Late proposals will NOT be considered and will be returned to proposer unopened. Page 1

3 SANTA ANA HOUSING AUTHORITY REQUEST FOR PROPOSALS FOR BOND COUNSEL SERVICES FOR AFFORDABLE HOUSING PAGE I. INTRODUCTION 3 II. SCOPE OF WORK/SERVICES 3 III. GENERAL INFORMATION 3 IV. COORDINATION 4 V. BOND COUNSEL RESPONSIBILITIES 4 VI. RULES FOR PROPOSALS 4 VII. PRE-PROPOSAL MEETING 4 VIII. COMMUNICATIONS AND INTERPRETATIONS/CLARIFICATIONS 4 IX. ADDENDA 4 X. SUBMITTAL REQUIREMENTS 5 XI. BOND COUNSEL SELECTION PROPOSAL AND EVALUATION 6 XII. PUBLIC RECORDS 7 EXHIBIT A SCOPE OF WORK 8 Page 2

4 I. INTRODUCTION SANTA ANA HOUSING AUTHORITY REQUEST FOR PROPOSALS FOR BOND COUNSEL SERVICES FOR AFFORDABLE HOUSING The (SAHA) is seeking proposals from qualified law firms to serve as an on-call bond counsel to assist with the normal duties associated with affordable housing bond issuances, including all legal services related to such financing issues. SAHA makes no guarantee of the availability of funding for any particular applicant. The submission of a proposal in response to this RFP does not commit SAHA or the City to providing any funding to any proposal. SAHA and the City reserve the right to determine at its sole discretion how to disburse available funds, if at all. II. SCOPE OF WORK/SERVICES The Scope of Work will include any and all work efforts related to the Bond Counsel for Affordable Housing per EXHIBIT A - SCOPE OF SERVICES. III. GENERAL INFORMATION A. When determined appropriate, SAHA will provide information in its possession relevant to preparation of required information in the RFP. SAHA and the City will provide only the staff assistance and documentation specifically referred to herein. B. The Bond Counsel shall be responsible for retaining data, records and documentation for the preparation of the required information. These materials shall be made available to SAHA as requested by SAHA. C. This RFP does not commit SAHA or the City to pay costs incurred in preparation of a response to this RFP. All costs incurred in the preparation of the proposal, the submission of additional information and/or any aspect of a proposal prior to award of a written contract will be borne by the respondent. SAHA reserves the right to accept or reject the combined or separate components of this proposal in part or in its entirety or to waive any informality or technical defect in a proposal. D. All data, documents and other products used, developed or produced during response preparation of the RFP will become property of SAHA. All responses to the RFP shall become property of SAHA. Proposer information identified as proprietary information shall be maintained confidential, to the extent allowed under the California Public Records Act. E. SAHA reserves the right to reject, replace and approve any and all subcontractors for any particular project. Subcontractors shall be the responsibility of the Bond Counsel and SAHA shall assume no liability for such subcontractors. Page 3

5 IV. COORDINATION Coordination by Bond Counsel with SAHA, other consultants and agencies will be required to achieve satisfactory and timely delivery of the required services. Coordination may include, but not be limited to, coordination with impacted businesses, neighborhood and civic groups, local and/or state agency boards, and attendance at Community Redevelopment and Housing Commission meetings and Housing Authority Board/City Council meetings. SAHA will decide the manner in which the coordination efforts will be conducted. At SAHA s option, coordination efforts may be performed by the Bond Counsel s direct contact, by the Bond Counsel acting through SAHA, or by the SAHA only. When coordination efforts require agreements, such agreements shall be coordinated through the SAHA. V. PRE-PROPOSAL MEETING SAHA will not have a pre-proposal meeting for this RFP. VI. COMMUNICATIONS AND INTERPRETATIONS/CLARIFICATIONS To facilitate the RFP process, proposers are required to monitor and respond to requests within 48 hours. No oral interpretations will be made by SAHA to any proposer as to the meaning of requirements identified herein, including the Scope of Services. Every request for such an interpretation must be made in writing via e- mail to Judson Brown, Housing Division Manager, no later than Monday, February 22, 2016 at 5:00 p.m. Significant interpretations or clarification will be made by an addendum to this RFP, which will be posted to the website. Addenda may become part of the agreement documents. VII. ADDENDA If clarification or interpretation of this RFP is considered necessary by SAHA, a written addendum shall be issued and the information will be posted on the City s website at and the SAHA s website. It is the responsibility of each proposer to periodically check the SAHA s or City s website to ensure that they have received and reviewed any and all addenda to this RFP. VIII. SUBMITTAL REQUIREMENTS INFORMATION AND DEADLINE Proposals are due to the at the date, time and location set forth on the Notice Inviting Proposals. IX. 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 lawyer(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; and (ii) must agree to primarily perform the legal services requested in California. Page 4

6 2) Proposer has provided similar or same services to at least five (5) municipalities within the last five (5) years. 3) Proposer has provided demonstrated experience as bond counsel on bond issuance for affordable housing development within the last five (5) years. X. SUBMITTAL REQUIREMENTS All project proposals must contain the following minimum submission requirements: A. SECTION I EXPERIENCE This section shall contain responses to the minimum proposer qualifications included in Section IX Minimum Qualifications of the RFP, a general overview of the proposer s qualifications, specifically to affordable housing, and shall include, but not be limited to, the following information: 1) Law firm name, address, telephone number, and authorized representative(s). 2) Proposer shall identify the number of years of experience in providing bond counsel services. 3) Proposer References: Provide three (3) client references for which the proposer has provided similar services. References shall include date and description of service, project location, completion dates, organization s name, contact person, title, address, and telephone number. B. SECTION II PERSONNEL Proposer shall identify the number of working attorneys and staff who will be assigned to Housing Authority projects, and identify the names of the partner(s) and key personnel who shall be assigned to Housing Authority projects if a contract is awarded, including resumes. C. SECTION IV - COST SECTION Proposer is expected to quote a firm, fixed, fully-loaded hourly rate schedule for the services identified in Exhibit A - Scope of Work. Be it also understood that for each bond issue proposed, bond counsel shall present and have approved by the City Attorney a budget. In addition, please provide a cost range for the bond issuance of the following hypothetical projects: (1) New Construction Affordable Housing Development with 70 units and community room/services (2) Acquisition and rehabilitation of existing multi-family complex of 50 units D. SECTION V ADDITIONAL QUESTIONS 1. Briefly describe the firm's practice in public finance and related areas of law, particularly with regards to housing finance, and give a brief history of the firm. 2. Describe your firm s capabilities and experience with municipal bond related tax matters. If your firm does not have in-house municipal bond related tax expertise, describe how you would help the Housing Authority receive municipal bond related tax advice. 3. Describe your firm s experience with and approach to applicable federal securities laws and regulations. 4. Describe the knowledge and experience of the attorneys that would be assigned to the Housing Authority s transaction(s), particularly the individual(s) who would be the Housing Authority s primary contact(s). 5. Describe your firm s and assigned personnel s ability to evaluate legal issues, prepare documents, and complete other tasks of a bond transaction in a timely manner. 6. Identify and briefly describe comparable financings in which the firm has served as bond counsel or other counsel during the past five years. If you have noted unique, complex, or challenging issues in connection with the proposed financing, indicate how the experience and expertise of your firm will be utilized to Page 5

7 complete the necessary legal work. 7. Name five issuers represented by the firm, describe the nature of the representation, and for each issuer list the address, telephone number, and title of an official who may be contacted as a reference. 8. Provide a case study that demonstrates your firm s ability to problem-solve on behalf of an issuer. 9. Describe any existing or potential conflict of interest arising from your relationships with or representation of other parties that should be considered by the SAHA, and provide to the SAHA sufficient facts, legal implications, and possible effects in order for the SAHA to appreciate the significance of each potential conflict and grant an appropriate waiver, if necessary. 10. Describe and state the conclusion reached of any disciplinary action, administrative proceeding, malpractice claim or other like proceedings against your firm or any of its lawyers, whether current or pending, as well as any such action, proceeding or claim occurring during the past five (5) years. 11. Provide your firm s proposed bond counsel contract. The proposal must be completely responsive to the RFP. Incomplete proposals will be deemed as nonresponsive and will be rejected. The reserves the right to reject any or all proposals submitted and no representation is made hereby that any contract will be awarded pursuant to this RFP or otherwise. SAHA s determination will be final and there will be no administrative appeal of SAHA s determination. XI. BOND COUNSEL SELECTION SCORING AND EVALUATION Immediately following the submission deadline, the will create a review panel composed of SAHA and City staff from relevant City departments. Each member of this panel will evaluate, score and rank each proposal using the evaluation criteria listed below: A. Experience/Past Performance/References (30%): Consideration will be given based upon the law firm s experience in acting as bond counsel for municipalities to include work with housing authorities. Proposer shall include three (3) external client references from clients who received similar services to those proposed for this solicitation. B. Personnel (20%): Proposer shall submit resumes of all primary attorneys who will be performing services under the contract. Proposer should demonstrate that all key personnel have been successfully involved with projects of similar scope and magnitude. C. Proposer Qualifications (30%): This category will evaluate the proposer s ability to take upon itself the responsibilities set forth in the Scope of Work and produce the required outcome in a timely manner. Consideration will be given for the overall quality of the proposal, including a demonstrated understanding of the purpose, scope and objective of the services to be performed. It is the intention of the Santa Ana Housing Authority to award a contract to the Proposer who furnishes satisfactory evidence that the Proposer has the requisite experience and ability to enable the Proposer to complete the work successfully and properly, and to complete services in a timely manner. To determine the degree of responsibility to be credited to the Proposer, the will weigh the evidence that the Proposer has performed satisfactorily other contracts of like nature, magnitude and comparable difficulty and comparable rates of progress. D. Billing Rates (20%) Page 6

8 E. Optional Interview: In the event the Housing Authority decides that interviews are necessary, Proposers who are finalists will be notified as promptly as possible. Each interview will consist of a presentation of no longer than one (1) hour. Notice of confirmation of the interview date/time will be given by telephone or in writing. XII. PUBLIC RECORDS Proposals will become public record after award of agreement. Interested offerors may submit a written request, with a self-addressed stamped envelope to receive results of the evaluation. Proposer information identified as proprietary information shall be maintained confidential, to the extent allowed under the California Public Records Act. Submit your request to:, Attn: Judson Brown, Housing Division Manager, 20 Civic Center Plaza M-26, Santa Ana, CA Page 7

9 SANTA ANA HOUSING AUTHORITY REQUEST FOR PROPOSALS FOR BOND COUNSEL SERVICES FOR AFFORDABLE HOUSING EXHIBIT A SCOPE OF WORK The is in need of on-call bond counsel to assist with the normal duties associated with providing bond counsel services on all debt issues, bond issuances, maintenance, and dissolution, and specialized legal counsel related to affordable housing finance, tax opinions, and additional legal services related to various questions that may arise from time-to-time on programs, debt or borrowing matters, and general statutory or constitution law. 1) Serve as the Housing Authority s legal counsel in the formation and issuance of debt. 2) Provide legal advice and consultation relating to tax matters associated with the financing. 3) Provide legal opinion with respect to the authorization and issuance of the debt obligations and whether the interest paid is tax-exempt under federal and/or State laws and regulations. 4) Draft and review legal documentation including all required resolutions, financing documents, closing documents and transcripts and coordinate the authorization and execution of those documents. 5) Provide ongoing legal services in matters relating to interpretation of applicable regulations, legislation or pending litigation. 6) Participate in conference calls or meetings, as requested, relating to the issuance of bonds or notes. 7) Provide ongoing information to Housing Authority and City staff regarding the activity and legal status of the financing. 8) Perform due diligence regarding the Housing Authority/City and the financing. 9) Prepare all legal documents for the authorization, issuance and sale of debt by the Housing Authority, including resolutions, closing documents and internal Housing Authority/City agreements as needed. 10) Provide legal advice relating to federal and state tax matters associated with the financing structure. 11) Participate as a member of and in meetings with the financing team which will also include the financial advisor, underwriter, and Housing Authority/City staff. 12) Assist in negotiations with bond insurers as needed. 13) Assist the Housing Authority in making presentations to rating agencies as needed. 14) Provide continuing legal advice, as needed, concerning any legal or tax-related issues after the sale of the bonds. 15) Assist in the legal review of annual continuing disclosure. 16) Provide regular reports to the Housing Authority Executive Director, Housing Authority General Counsel, City Attorney, City Manager, and/or Community Development Director. I. PAYMENT OF INVOICE Payment shall be made monthly upon the receipt and acceptance of an invoice and a detailed time log of work performed. The time log shall indicate the service hours performed by date, deliverable and the name of the individual performing the services. Payment will be made to the Proposer s designated mailing address. II. REQUIREMENTS AND RESPONSIBILITIES i. INSURANCE Prior to undertaking performance of work under this Agreement, the Bond Counsel shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: 1. Errors and Omissions (Professional Liability) Insurance. Bond Counsel shall maintain Errors and Omissions (Professional Liability) insurance which shall include, but not be limited to protection against claims arising from Bond Counsel s operations in the performance of this Agreement. The amounts of insurance shall be not less than the total amount of $1,000,000 per occurrence, $1,000,000 in the aggregate. Page 8

10 2. Worker s Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Bond Counsel is required to be insured against liability for worker s compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Bond Counsel agrees to obtain and maintain any employer s liability insurance with limits not less than $1,000,000 per accident. The following requirements apply to the insurance to be provided by Bond Counsel pursuant to this section: a. Bond Counsel shall maintain all insurance required above in full force and effect for the entire period covered by the Agreement. b. Certificates of insurance shall be furnished to the Housing Authority upon execution of the Contract and shall be approved in form by the Housing Authority General Counsel. c. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to SAHA. 3. If Bond Counsel fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the Housing Authority with required proof that insurance has been procured and is in force and paid for, the Housing Authority shall have the right, at the Housing Authority s election, to forthwith terminate this Contract. Such termination shall not affect Bond Counsel s right to be paid for its time and materials expended prior to notification of termination. Bond Counsel waives the right to receive compensation and agrees to indemnify the Housing Authority for any work performed prior to approval of insurance by the Housing Authority. ii. HOLD HARMLESS/ INDEMNIFICATION To the fullest extent permitted by law, the Bond Counsel shall indemnify, defend and hold harmless the SAHA, its officers, agents and employees (collectively, the Indemnified Parties ) from and against any and all claims, demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney s fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim ; collectively, Claims ), which may arise from or in any manner relate (directly or indirectly) to any work performed or services provided under this Contract (including, without limitation, defects in workmanship and/or materials), or Bond Counsel s presence or activities conducted performing the work (including the negligent and/or willful acts, errors and/or omissions of Bond Counsel, its principals, officers, agents, employees, vendors, suppliers, contractors, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable for any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require Bond Counsel to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney s fees in any action on or to enforce the terms of the Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Bond Counsel. Page 9

11 iii. NOTICE Any notice, tender, demand, delivery or other communication pursuant to this Contract shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by facsimile or other telegraphic communication to the following persons: To City: Clerk of the Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA Fax With a courtesy copy to: Housing Division Manager Housing Authority of the City of Santa Ana Community Development Agency 20 Civic Center Plaza (M-26) PO Box 1988 Santa Ana, CA Fax iv. COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS Bond Counsel shall perform all requirements under this contract in strict observance of and in compliance with all applicable Federal, State and local laws, regulations, ordinances, codes and any other legislative or statutory requirements. v. ASSIGNMENT Inasmuch as the Agreement is intended to secure the specialized services of Bond Counsel, Bond Counsel may not assign, transfer, delegate or subcontract any interest herein without the prior written consent of SAHA and any such assignment, transfer, delegation or subcontract without SAHA s prior written consent shall be considered null and void. vi. JURISDICTION VENUE The Contract will be executed and delivered in the State of California and the validity, interpretation, performance and enforcement of any of the clauses of the Contract shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of the Contract. vii. FINES The Bond Counsel shall be liable for any violation fines levied against the Housing Authority by State or Federal Agencies or the Courts. Page 10

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