ATTORNEY-CLIENT MEMORANDUM FOR POTENTIAL ENGAGEMENT OF COUNSEL

ATTORNEY-CLIENT MEMORANDUM FOR POTENTIAL ENGAGEMENT OF COUNSEL TO: FROM: PROSPECTIVE COUNSEL THE LOS ANGELES CITY ATTORNEY S OFFICE DATE: June 9, 2017 RE: REQUEST FOR PROPOSALS (RFP) FOR OUTSIDE HOUSING BOND COUNSEL FOR THE LOS ANGELES HOUSING AND COMMUNITY INVESTMENT DEPARTMENT ( HCIDLA or Department ) Both small and large firms, minority and women-owned and other law firms with competitive rates are encouraged to apply. All materials shall become a part of the proposal, and may be incorporated in a subsequent contract with the LOS ANGELES CITY ATTORNEY S OFFICE ( City Attorney s Office ). Please submit your written proposal, 4 copies, no later than: 4:00 p.m. on Friday, June 30, 2017 Proposals shall be submitted in a sealed package, clearly marked with: RFP for Counsel re: HCIDLA BOND COUNSEL Proposals shall be addressed to: Anne Haley Assistant City Attorney Los Angeles City Attorney s Office Outside Counsel Oversight Division 200 North Main Street, 8 th Floor CHE Los Angeles, CA 90012 All forms referred to in this RFP are available at LABAVN.org. Please go to LABAVN.org to register your firm and to complete the relevant City Contracting Requirements. Procedural questions regarding this RFP shall be directed to Anne Haley at anne.haley@lacity.org. 1

I. CONFIDENTIALITY Should any proposer receiving this memorandum reasonably believe that a waivable potential conflict may exist by reason of its representation of some other entity, the Los Angeles City Attorney's Office, and HCIDLA request that this memorandum not be shared with any other represented entity, and if a question exists regarding any potential conflict of interest pursuant to Rule 3-310 of the California Rules of Professional Conflict that the firm scrupulously observe the requirements of Section 6068(e) of the California Business and Professions Code and uncompromisingly maintain fully the confidentiality of this document. Any questions in connection with issues of conflicts of interest should be addressed to Anne Haley, Assistant City Attorney, at 213 978-8100. II. THE PROPOSED SERVICES The City Attorney s Office is soliciting proposals from qualified law firms to assist the City Attorney s Office in providing legal services to the HCIDLA as it relates to the City s multifamily housing bond program. The duties of Outside Counsel include, but are not limited to, the following: Assisting the City Attorney in the preparation, full drafting of all necessary documents and examination of all proceedings necessary for the issuance, sale, execution and delivery as required by law of revenue bonds, revenue notes, revenue certificates, refunding revenue bonds and other forms of indebtedness which the City may propose to issue and sell. Examination of the City Charter, procedural ordinances and all constitutions, statutes, and resolutions relevant to or in any way affecting the issuance, sale, execution, delivery and disclosure issues of revenue bonds, notes or certificates. Assisting the City Attorney in any litigation relating to or in any way affecting the issuance, sale, and execution and delivery issues of such bonds, notes or certificates. Providing a bond counsel opinion stating that the bonds, notes or certificates as executed and delivered pursuant to bond proceedings, will constitute valid and binding obligations of the City. Such opinion must also express the fact that the interest on such bonds, notes or certificates is exempt from personal income taxes under the laws of the United States and the laws of the State of California, unless the City chooses to issue such indebtedness on a taxable basis. Assisting the City Attorney s Office, on an as-needed basis, in providing general advice in connection with bond, disclosure, financial, and other issues affecting the HCIDLA. 2

III. CONTENT OF RESPONSE A. Cover Letter Each response must be accompanied by a cover letter that contains a general statement of the purpose for submission and includes the following information: 1. Name, address, telephone number, and legal business status (individual, partnership, corporation, etc.) of the proposer. 2. Name, title, address and telephone number of the person or persons authorized to represent the proposer in order to enter into negotiations with the City with respect to the RFP and any subsequent awarded contract. The cover letter shall also indicate any limitation of authority for any person named. 3. If the respondent is a partnership, the response must be signed in the name of the partnership by a general partner. If the respondent is a corporation, the response must be signed on behalf of the corporation by two authorized officers (a Chairman of the Board, President or Vice- President, and a secretary, treasurer or chief financial officer) or an officer authorized by the Board of Directors to execute such documents on behalf of the corporation. 4. All above signatures must be original and in ink. IV. THE REQUESTED QUALIFICATIONS FOR THIS WORK A. Bond Counsel The duties of counsel, with respect to the projected work addressed in this RFP, will consist of assisting the City Attorney s Office to act as bond counsel for those bonds issued by the City through HCIDLA, either independently or in cooperation as requested. Selection of any firm or firms may be based upon, but is not exclusively limited to, the following general criteria: Service as bond counsel in at least five (5) municipal financings within the last calendar year. Ability as a nationally recognized bond counsel to provide a written opinion as to the legality of any bond, note or certificate issue, including the tax exemption of any such issue, acceptable to the underwriting syndicates and investment firms who may bid on revenue debt offerings of the City and readily acceptable to other investors to whom the bonds will be marketed. Ability to provide an acceptable arbitrage certificate. Ability to provide advice on disclosure issues as required by law. 3

Ability to provide tax expertise in general, and on matters relating to bond financings, e.g., private activity use. Familiarity with federal and other disclosure requirements. Expertise and knowledge of Federal, State and local laws and rules applicable to financing activities of HCIDLA. Expertise and knowledge of the California Debt Limit Allocation Committee rules and regulations as applicable to bond activities of HCIDLA. Familiarity and knowledge of the City s 2005 Multifamily Bond Policies and Procedures. Ability to provide continuing educational opportunities regarding various bond finance areas for the City Attorney s Office and HCIDLA staff. Ability to provide services on a continuing and uninterrupted basis. The quality and responsiveness of the proposer s proposal. Demonstrated specific expertise in the subject matter areas upon which the proposer submits its proposal. The quality of responses provided to the questions set forth below and to the questions asked during any interview. Cost effectiveness of the services provided. B. Responding firms are encouraged to set forth the complete array of services which the firm is capable of providing with respect to the above-referenced subjects and any other relevant experience which the firm may possess. Responding firms are requested to address the following, at minimum: Are you and/or your firm presently involved in any litigation involving the City of Los Angeles, HCIDLA or any proprietary department of the City? If so, provide the jurisdiction, case name and number and a brief description of the matter. Have you and or your firm served as bond counsel in at least five (5) municipal financings within the last calendar year? If so, summarize the firm s involvement and experience. Who in your firm specializes in bond counsel? Describe the firm s involvement and experience with providing bond counsel opinions and issuing tax opinions. 4

Does your firm have experience in providing continuing educational opportunities regarding various municipal finance areas (e.g. continuing disclosure requirements, changes in regulatory laws and rules, etc.)? If so, describe examples of what opportunities could be provided for the City Attorney s Office and HCIDLA staff. Has your firm in the past handled any litigation relating to the issuance, sale, execution, delivery and disclosure of such bonds? What were the facts and results in those cases? What is the total number of attorneys your firm employs? All respondents shall have sufficient qualified attorneys, paralegals, and other personnel resources to provide the legal services required, as articulated above in Section II. Please include a statement which details the number of, and relevant expertise of, attorneys for the work required under this RFP. Provide a general breakdown of the fee structure for bond counsel work and various hourly billing rates charged by attorneys and paralegals in your firm. If differing rates are charged to municipal entities, please so indicate, and provide a breakdown of those rates as well. Specifically state whether such hourly billing rates include all administrative and overhead costs, such as word processing and telephone charges. Please indicate what charges are not included in the identified hourly billing rates, including reimbursable costs. Also indicate those charges for costs such as photocopying and faxing. Identify the attorney(s) that potentially would be assigned to handle matters under this RFP, provide their résumés, and state the hourly rate they would charge in connection with matters arising under this RFP. For each attorney identified: (a) state any applicable bond or transactional specialty; (b) provide citations to any reported cases on which he or she acted as counsel as record; and (c) summarize trial experience. In connection with this RFP, the City desires to contract with counsel who will be responsive and available on a consistent basis throughout the term of the contract ultimately entered into. What safeguards can you and/or your firm offer to ensure that the team designated to handle matters arising out of this RFP is affected to the lowest extent possible by turnover and other impacts to continuity? Please set forth the identities of the clients which your firm has represented in the types of matters specified in this RFP, if this information is not confidential. Summarize your firm s experience in appearing before the Los Angeles City Council over the past five years. 5

What about your firm, as compared with other law firms in the Southern California area possessing bond counsel experience, should make it the leading candidate for selection under this RFP? Does your firm have a City of Los Angeles business tax registration certificate? If yes, what is the number and expiration date? V. CONFLICTS OF INTEREST Provide information on whether your firm represents any interests which may constitute a conflict of interest in the representation of the City of Los Angeles. VI. MANDATORY CITY REQUIREMENTS Coverage of RFP Items The RFP must cover the proposed services and all the RFP requirements. Any limitation in the proposer s ability to supply information requested in the RFP or to support or to perform a particular function should be stated in detail in the appropriate section of your response. Any omissions or deviations from the requirements set forth in this RFP shall be fully described. Failure to adhere to the following format may be a cause for the rejection of the proposal as non-responsive. Any additional documents that the proposer s organization requires to sign are located at www.labavn.org. A. Recycled Paper Outside Counsel shall submit all written documents on paper with a minimum of 30 percent post-consumer recycled content. Existing Outside Counsel letterhead or stationery that accompanies these documents is exempt from this requirement. Pages should be double-sided. Neon or fluorescent paper shall not be used in any written documents submitted to LADWP. B. Non-Discrimination and Equal Employment Practices The proposer shall not discriminate in employment practices against any employee or applicant for employment because of race, religion, national origin, sex, age, or physical handicap. The proposer shall complete, sign, and submit to the Department the Non-Discrimination and Equal Employment Practices affidavit as a part of its written proposal responding to the RFP. C. Affirmative Action Plan The proposer shall have an Affirmative Action Plan on file with the Director of Supply Chain Services. The proposer shall comply with the requirements of the City of Los Angeles and shall complete, sign, and submit to the Department the 6

Affirmative Action Plan affidavit as a part of its written proposal responding to the RFP. An Affirmative Action Plan shall be in effect and on file with the Department for the duration of the contract period. D. Equal Benefits Ordinance The contract resulting from this proposal is subject to applicable provisions of the Equal Benefits Ordinance (EBO), Division 10, Chapter 1, Article 1, Section 10.8.2.1 of the City of Los Angeles Administrative Code. As part of their proposal to the Department, proposers shall complete and submit the Equal Benefits Ordinance Compliance Affidavit. Failure to comply with these requirements shall result in the proposer being deemed nonresponsive. Proposers do not need to submit supporting documentation with their proposals. However, the Department reserves the right to request supporting documentation to verify that benefits are provided equally as specified on the Equal Benefits Ordinance Compliance Affidavit. Proposers seeking additional information regarding the requirements of the Equal Benefits Ordinance may visit the Bureau of Contract Administration s website at http://bca.lacity.org. E. Contractor Responsibility Program The contract resulting from this bid is subject to applicable provisions of the Contractor Responsibility Program Ordinance, Division 10, Chapter 1, Article 14 of the City of Los Angeles Administrative Code. As part of their proposal to the Department, proposers shall complete and submit the Pledge of Compliance with Contractor Responsibility Ordinance and Responsibility Questionnaire affidavits. Failure to comply with these requirements may result in the proposer being deemed nonresponsive. The Contractor Responsibility Program also requires that during the term of the contract, the successful proposer shall update responses to the Responsibility Questionnaire affidavit within thirty (30) calendar days after any changes to the responses previously provided, if such change would affect contractor s fitness and ability to continue performing the contract. F. Living Wage Submittal of a response to this Request for Proposal stipulates and confirms that the undersigned (Proposer) agrees to comply with the applicable provisions of the 7

Service Contract Workers Retention Ordinance (Section 10.36) and Living Wage (Section 10.37) of the Los Angeles Administrative Code. (SCWRO/LWO). G. Child Support Policy In accordance with the City of Los Angeles Ordinance No. 172401, the Department requires all contractors and subcontractors performing work for the Department to comply with all reporting requirements and wage earning assignments relative to court ordered child support. All proposers are required to complete the Certification of Compliance with Child Support Obligations. Failure to return the completed certification as part of the bid or proposal may result in the bid or proposal being deemed non-responsive to these specifications. H. Supplier Diversity It is the policy of the Department to provide Women Business Enterprises (WBEs), and Minority Business Enterprises (MBEs), and all other business enterprises (OBEs) an equal opportunity to participate in the performance of all Department contracts. Proposers shall assist the Department in implementing this policy by taking all reasonable steps to ensure that all available business enterprises, including WBEs and MBEs, have an equal opportunity to compete for and participate in the work being requested by this RFP. Efforts to obtain participation of MBEs, WBEs, and other business enterprises could reasonably be expected to produce a level of participation by interested subcontractors including 15 percent MBE and 7 percent WBE. Policy regarding Supplier Diversity is presented in the contracting forms section. I. Los Angeles City Tax Registration Certificate Provide the Contractor s Business Tax Registration Certificate or Business Tax Exemption Number. Policy regarding Business Tax Registration is presented in the contracting forms section. J. Taxpayer Identification Number Provide the proposer s Taxpayer Identification Number on Form W-9. K. Bidder Contributions and Fundraising Limits Persons who submit a response to this solicitation (proposers) are subject to Charter section 470(c)(12) and related ordinances. As a result, proposers may not make campaign contributions to and or engage in fundraising for certain elected City officials or candidates for elected City office from the time they submit the response until either the contract is approved or, for successful proposers, 12 8

months after the contract is signed. The proposer's principals and subcontractors performing $100,000 or more in work on the contract, as well as the principals of those subcontractors, are also subject to the same limitations on campaign contributions and fundraising. As part of their proposal, proposers shall complete, sign, and submit the City Ethics Commission s CEC Form 50 and CEC Form 55 affidavits. The affidavits require proposers to identify their principals, their subcontractors performing $100,000 or more in work on the contract, and the principals of those subcontractors. Proposers must also notify their principals and subcontractors in writing of the restrictions and include the notice in contracts with subcontractors. Responses submitted without completed CEC Form 50 and CEC Form 55 affidavits shall be deemed nonresponsive. Proposers who fail to comply with City law may be subject to penalties, termination of contract, and debarment. Additional information regarding these restrictions and requirements may be obtained from the City Ethics Commission at (213) 978-1960 or ethics.lacity.org. L. Local Business Preference Program 1. General This contract is subject to the applicable provisions of the Local Business Preference Program (LBPP) Ordinance No. 181910, Division 10, Chapter 1, Article 21 of the Los Angeles Administrative Code. The Department is committed to maximizing opportunities for Local Businesses, as well as encouraging Local Businesses to locate and operate in the Los Angeles area. It is the policy of the City and the Department to reduce local unemployment, stimulate the expansion and retention of local jobs, and create sustainable local economic development. The Department will implement the LBPP in all competitively advertised bids involving expenditures in excess of $150,000 except for: a) Contracts that are State or Federal funded, including contracts in which funding regulations prohibit the Department from implementing the LBPP. b) Contracts where full and open competition is limited because of a sole source or single source vendor, provider, or supplier. c) Contracts where the Department determines at any time before the award of the contract that it is not in its best interest to grant a Proposal preference. The City of Los Angeles, Department of Public Works, Bureau of Contract Administration, Office of Contract Compliance (BCA/OCC) is the Designated Administrative Agency (DAA) for the LBPP. The DAA will determine whether a 9

business qualifies as a Local Business, a Provisionally Qualified Local Business, or a Local Subcontractor. The DAA may also audit or monitor contractors and subcontractors for compliance with the provisions of the Ordinance and conduct investigations of claimed violations. 2. Participation Criteria for the Local Business Preference Program To be eligible for participation in the LBPP, the BCA/OCC requires a prospective proposer to register and apply for certification as a Local Business prior to the proposal deadline by submitting an affidavit attesting as such on the Los Angeles Business Assistance Virtual Network (LABAVN) website. An affidavit form is available for download on the LABAVN website. The Local Business Certification - Affidavit of Eligibility form is available for download on the LABAVN website at http://www.labavn.org. For more information, the proposer shall e-mail the LABAVN office at ITA.BAVN@lacity.org or call the City of Los Angeles, Bureau of Contract Administration, Office of Contract Compliance at (213) 847-2641 or (213)847-2648. Determination of qualification as a Local Business by any other entities, other than the BCA/OCC, or by any other means other than submission of an affidavit on the LABAVN shall not be accepted for purposes of participation in the LBPP. Affidavit forms are prioritized according to the date they are received. 3. Documentation Proposers that are eligible for a proposal preference in accordance with the LBPP Ordinance shall provide all required information on the Local Business Preference Program Documentation form found in the contracting forms section. If no information is provided - Local Business Preference Program Documentation of this RFP, it will be assumed that the proposer or any of its subcontractors are not registered as a Local Business on the LABAVN system and the proposer is not a Provisionally Qualified Local Business. M. First Source Hiring Program Responders to this Request for Proposal are required to complete, sign and return the FSHP Pledge of Compliance. Proposals submitted without the completed and signed Pledge may be deemed non-responsive and disqualified from further consideration. VII. GENERAL CITY RESERVATIONS A. City reserves the right to verify the information in the Response. B. If a firm knowingly and willfully submits false performance or other data, the City reserves the right to reject that Response. If a contract was awarded as a result 10

of false statements or other data submitted in response to this RFP, the City reserves the right to terminate that contract. C. Submission of a response to this RFP shall constitute acknowledgment and acceptance of the terms and conditions set forth herein. Responses and the offers contained therein shall remain valid for a period of one hundred and twenty (120) days from the date set for receipt of responses. Firms awarded a contract pursuant to this RFP will be required to enter into a written contract with the City approved as to form by the City Attorney. This RFP and Response, or any parts thereof, may be incorporated into and made a part of the final contract. The City reserves the right to further negotiate the terms and conditions of the contract. The final contract offer of the City may contain additional terms or terms different from those set forth herein. D. Late Responses will not be considered. The City, in its sole discretion, reserves the right to determine the timeliness of all Responses submitted. E. The City reserves the right to waive any informality in the process when to do so is in the best interest of the City. F. The City reserves the right to withdraw this RFP at any time without prior notice and the right to reject any and all Responses. The City makes no representation that any contract will be awarded to any firm responding to this RFP. The City reserves the right to extend the deadline for submission. Firms will have the right to revise their Response in the event the deadline is extended. Each proposer must send an E-mail address to anne.haley@lacity.org as soon as possible, so that the City Attorney may contact proposer if necessary to amend this RFP or for any other reason. Failure to provide such an E-mail address will preclude City Attorney s ability to contact you, but will not excuse you from being required to comply with any amendments. The City would not, in that case, be liable for your failure to receive such notice and any resultant non-responsiveness or noncompliance on your part. If you do not have an E-mail address, please provide a postal address for this purpose. G. A proposer may withdraw its Response prior to the specified due date and time. A written request to withdraw, signed by an authorized representative of the proposer, must be submitted to the City Attorney at the address specified herein for submittal of proposal. After withdrawing a previously submitted proposal, the proposer may submit another proposal at any time up to the specified submission deadline. H. All costs of Response preparation shall be borne by the firm. The City shall not, in any event, be liable for any pre-contractual expenses incurred by the firm in the preparation and/or submission of the Response. 11

I. Unnecessarily elaborate or lengthy Responses or other presentations beyond those needed to give sufficient and clear response to all of the RFP requirements are not desired. J. The Response must set forth accurate and complete information as required in this RFP. Unclear, incomplete, and/or inaccurate documentation may not be considered for contract award. K. Responses shall be reviewed and rated by the City as submitted. Firms may make no changes or additions after the deadline for receipt. L. A firm will not be recommended for a contract award, regardless of the merits of the Response submitted, if it has a history of contract noncompliance with the City or other funding source or poor past or current performance with the City or other funding source. M. The City reserves the right to retain all Responses submitted and the Responses shall become the property of the City. Any department or agency of the City has the right to use any of the ideas presented in the Responses submitted in response to this RFP. All Responses received by the City will be considered public records subject to disclosure under the Public Records Act. (California Government Code Section 6250 et seq.) Applicants must identify any material they claim is exempt from disclosure under the Public Records Act. In the event such exemption is claimed, the applicant will be required to state in the Response that he or she will defend any action brought against the City for its refusal to disclose such material to any party making a request thereof. Failure to include such a statement shall constitute a waiver of proposer s right to exemption from disclosure. N. Upon completion of all work under this contract, ownership and title of all reports, documents, plans, drawings, specifications, and estimates produced as part of this contract will automatically be vested in the City of Los Angeles, and no further agreement will be necessary to transfer ownership to LADWP. Copies made for the contractor s records shall not be furnished to others without written authorization from LADWP. O. Any contract awarded pursuant to this RFP is subject to the Contractor Evaluation Ordinance, Los Angeles Administrative Code Section 10.39, which requires awarding authorities to evaluate contractor s performance and retain such evaluative information in a data bank for future reference. P. The contract awarded from this RFP is expected to begin in August 2015 and last up to three years. The City may award a contract on the basis of proposals submitted, without discussions, or may negotiate further with those proposers within a competitive range. Proposals should be submitted on the most favorable terms the proposer can provide. 12

VIII. CLARIFICATION If additional information is needed to interpret the substance of this RFP, written questions shall be submitted to Craig Takenaka at craig.takenaka@lacity.org. All respondents shall have and provide an active e-mail address to receive responses to the questions. IX. SIGNATURES AND DECLARATIONS Each proposal must be signed on behalf of the proposer by an officer authorized to bind the proposer, and must include the following declaration: This proposal is genuine, and not a sham or collusive, nor made in the interest or on behalf of any person not herein named; the proposer has not directly or indirectly induced or solicited any other proposer to put in a sham bid, or any other person, firm or corporation to refrain from submitting a proposal, and the proposer has not in any manner sought by collusion to secure for themselves an advantage over any other proposer. Contacts: Anne Haley Assistant City Attorney Los Angeles City Attorney s Office Outside Counsel Oversight Division 200 North Main Street, 8 th Floor CHE Los Angeles, CA 90012 Craig Takenaka Assistant City Attorney Los Angeles City Attorney s Office Housing Division Supervisor 200 North Main Street, 9th Floor CHE Los Angeles, CA 90012 13