CONSULTANT AGREEMENT
BETWEEN HOUSING AUTHORITY OF THE CITY OF SANTA ANA
AND ORRICK, HERRINGTON & SUTCLIFFE, LLP
THIS AGREEMENT is made and entered into this 15th day o f July , 2025, by and between Orrick, Herrington & Sutcliffe LLP , a California limited liability partnership (hereinafter “Consultant”), and the HOUSING AUTHORITY OF THE CITY OF SANTA ANA, a public body, corporate and politic (hereinafter "Authority").
RECITALS
A. On April 16, 2025, the Authority issued Request for Proposals #25-066A seeking on-call bond counsel services 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 financing, refinancing, 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 constitutional law.
B. Consultant represents
that it is able and willing to provide such services to the Authority. Consultant's responsive proposal to RFP #25-066A is incorporated herein by reference.
C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
On an on -call basis, and at the Authority’s sole discretion, Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Scope of Services - Exhibit A , attached hereto and incorporated herein, and as further set forth in Consultant’s Proposal - Exhibit B , attached hereto and incorporated herein.
2. COMPENSATION
a. Authority agrees to compensate Consul tant pursuant to Consultant’s Fee Schedule - Exhibit C, attached hereto and incorporated herein . The total sum to be expended during the term of this Agreement shall not exceed One Hundred Fifty Thousand Dollars ($150,000.00).
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b. Payment by Authority shall be made within forty -five (45) days following receipt and acceptance of an invoice and a detailed time log of work performed. The time log shall individuate the service hours performed by date, deliverable and the name of the individual performed the services. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by Authority. Authority and Consultant agree that all payments due and owing under this Agreement sha ll be made through Automated Clearing House (ACH) transfers. Consultant agrees to execute the City’s standard ACH Vendor Payment Authorization and provide required documentation.
3. TERM
This Agreement shall commence on the date first written above (“Effective Date”), and terminate after three (3) years. The term of this Agreement may be extended by a period of two (2), one (1) year extension s, exerci sable upon a writing executed by the Auth ority Executive Director and Authority General Counsel . This Agreement may be terminated by the Authority pursuant to section 12 herein.
4. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the Authority. This Agreement is not inten ded nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the Authority to exercise discretion or control over the professional manner in which Consultant performs the services which are the subjec t matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer’s social s ecurity taxes, unemployment insurance and similar taxes relating to its employees and shall be responsible for all applicable withholding taxes.
5. INSURANCE
Prior to undertaking performance of work under this Agreement, Consultant shall maintain and sha ll require any subcontractors to obtain and maintain insurance as described below for the entire Term of this Agreement against claims for injuries to persons or damage to property which may arise from or in connection with services, products and materials supplied to Authority. Total cost of such insurance shall be borne by Consultant.
Minimum Scope and Limit of Insurance.
• Commercial General Liability (CGL) : Insurance Services Office Form CG 00 01covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 aggregate. Required policy limits can be met with primary and umbrella/excess insurance policies.
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• Automobile Liability : Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with limits no less than $1,000,000 combined single limits. In the event Consultant does not maintain commercial automobile liability insurance, Authority will accept evidence of personal automobile insurance.
• Workers’ Compensation : as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident, policy or employee, for bodily injury or disease. Coverage is not required if Consultant has no employees and signs request to waive such insurance. • Professional Liability Insurance: with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 aggregate.
• If Consultant maintains br oader coverage and/or higher limits than the minimum requirements for each line of coverage shown above, Authority requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant.
Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to Authority.
Other Insurance Provisions. The above required insurance policies are to contain or be endorsed to contain the following provisions:
• Authority, its City C ouncil, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds, under Consultant’s CGL, Professional Liability, and Automobile Liability policies, with respect to any liability arising out of work or operations performed by or on behalf of the Instructor including materials, parts, equipment, and personnel furnished in connection with such work or operations.
• Consultant’s Insurance company(ies) agrees to waive all rights of subrogation against Authority, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Consultant under this Agreement.
• For any claims related to this contract, Consultant’s insurance coverage shall be primary and any insurance maintained by Authority, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. • A severability of interest provision must apply for all the additional insureds, ensuring that Consultant’s insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer’s limits of liability.
• Insurance policies required herein shall provide that coverage shall not be cancel ed, suspended, voided, reduced in coverage or in limits, non -renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to Authority. Ten (10) days prior written notice shall be provided to Authority for policy cancellation or non-renewal due to non-payment of premium. • Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: (Name of Department Staff Responsible for Agreement), Address of Department Responsibl e for Agreement, M -XX, Santa Ana, CA 92701. The name EXHIBIT 2
and location of the project must be included in the Description of Operations section of each certificate.
Self-Insured Retentions. Self -insured retentions must be declared to and approved by the Autho rity. The Authority may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.
Acceptability of Insurers. Insurance is to be placed with insurers authorized to conduct business in the State of California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to Authority.
Verification of Coverage. Consultant shall furnish Authority with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing al l policy endorsements before work begins.
However, failure to obtain the required documents prior to the work beginning shall not waive Consultant’s obligation to provide them. Authority reserves the right to require complete, certified copies of all requ ired insurance policies, including endorsements required by these specifications, at any time.
Special Risks or Circumstances. Authority reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience , insurer, coverage, or other special circumstances.
6. INDEMNIFICATION
Consultant agrees to indemnify and hold Authority harmless from and against any and all third-party claims, suits and actions, and all associated damages, settlements, losses, liab ilities, 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, no thing 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.
7. CONFIDENTIALITY
If Consultant received from the Authority information which due to the nature of such information is reasonably understood to be confidential a nd/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. “Confidential Information” shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means.
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Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant and disclosed without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the Authority.
8. CONFLICT OF INTEREST CLAUSE
a. Consultant covenants that it presently has no interests and shall not have interests, direct or indi rect, which would conflict in any manner with performance of services specified under this Agreement.
b. No immediate family members of either the Mayor, City Council Member, or any appointed City Official, including appointed board and commission members, a s defined under the City’s Municipal Code, whose position with the City shall award or influence the award of this Agreement, or any competing contract or amendment thereof, shall be employed in any capacity by the Consultant or have any other direct or indirect financial benefit or interest in this Agreement.
c. The section also prohibits the awarding of any agreement, contract, grant, or any amendment to those awards, to any former full -time employee for one-year from date of employee separation except for any CalPERS retiree as authorized by City Council resolution.
d. The Consultant must comply with all conflict of interest laws, ordinances, and regulations now in effect or hereafter to be enacted during the term of this Agreement. The Consultant warrant s that it is not now aware of any facts which conflict with the prohibitions defined above. If the Consultant hereafter becomes aware of any facts that might reasonably be expected to create a conflict of interest, it must immediately make full written dis closure of such facts to the City. Full written disclosure must include, but is not limited to, identification of all persons implicated and a complete description of all relevant circumstances. Failure to comply with the provisions of this paragraph will be a material breach of this Agreement.
e. Consultant covenants that none of its directors, officers, employees, or agents shall participate in selecting or administrating any subcontract supported (in whole or in part) by City funds stemming from the Agreem ent where the awarding of the subcontract has any direct or indirect financial benefit or interest to any individual, as defined in subsections (b) and (c) above.
9. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or EXHIBIT 2
mailed by first class or certified mail, postage prepaid, or sent by facsimile or other telegraphic communication in the manner provided in this Section, to the following persons:
To Authority: City Clerk
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, California 92702-1988
Facsimile (714) 647-6956
Copies to:
Housing Division Manager
Housing Authority of the City of Santa Ana
Community Development Agency
20 Civic Center Plaza (M-26)
P.O. Box 1988
Santa Ana, California 92701
Facsimile (714) 667-2225
and
City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702-1988
Facsimile (714) 647-6515
To Consultant: Justin Cooper
Partner
Orrick, Herrington & Sutcliffe LLP
405 Howard Street
San Francisco, CA 94105
Facsimile: (415) 773-5759
Email: [email protected]
A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by facsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded.
10. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the Authority and Consultant regarding the subject matter herein, and supersedes any and all other agreements, EXHIBIT 2
oral or written, between the parties. In the even t of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail and will serve to fully supersede existing Agreement. This Agreement may not be modified except by written instrument signed by the Authority and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms or conditions hereof, shall not bind or obligate Consultant nor the Authority. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein.
11. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the Authority and any such as signment, transfer, delegation or subcontract without the Authority’s prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the Authority’s ability to have any of the services which are the subject to this Agreement performed by Authority personnel or by other consultants retained by Authority.
12. TERMINATION
This Agreement may be terminated by the Authority with or without cause upon thirty (30) days written notice of termination to the Consulta nt. In such event, Consultant shall be entitled to receive and Authority shall pay Consultant, compensation for all services rendered prior to the effective date of termination.
13. NON-DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment re lated activities or any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations.
14. JURISDICTION - VENUE
This Agreement has been e xecuted and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement 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 this Agreement.
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EXHIBIT A
SCOPE OF SERVICES
EXHIBIT 2
CITY OF SANTA ANA
Bond Counsel Services for Affordable Housing
A law firm who is awarded a contract from responding to this RFP will have a scope of work that is reflective of what is described here and in their RFP proposal, agreed upon and finalized with the Housing Authority of the City of Santa Ana.
The Housing Authority of the City of Santa Ana (SAHA) is seeking proposals from highly qualified and experienced law firms (Proposers) to provide o n-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. Specifically, the selected firm shall:
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 fi nancing 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.
EXHIBIT I
SCOPE OF SERVICES
City of Santa Ana
RFP No. 25-066A
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EXHIBIT B
CONSULTANT’S PROPOSAL
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ORRICK, HERRINGTON & SUTCLIFFE LLP ii
a. Cover Letter
May 6, 2025
Via PlanetBids.com
Nikesha Hazel, Housing Authority Analyst
Housing Authority of the City of Santa Ana
20 Civic Center Plaza, M-27
Santa Ana, CA 92701
Re: Proposal to Provide Bond Counsel for Affordable Housing to the City of Santa Ana Housing Authority (RFP NO. 25-066A)
Dear Ms. Hazel,
Thank you for inviting Orrick, Herrington & Sutcliffe LLP to submit the attached proposal to provide bond counsel services for affordable housing to the City of Santa Ana Housing Authority (“SAHA” or the “Authority”). It has been our privilege to serve as bond counsel to the City of Santa Ana (the “City”) on several prior occasions, most recently for the issuance of the Successor Agency Tax Allocation Refunding Bonds, Series 2018A and 2018B. It is our goal to continue and further our relationship with the C ity and SAHA by serving as your bond counsel in connection with affordable housing.
As requested, we have enclosed pertinent information about our firm, including our unique qualifications to represent SAHA, an overview of our bond counsel experience for housing programs, three references , and resumes of the key bond counsel team members who would serve SAHA. Justin Cooper will continue to serve as the Authority’s primary point of contact and team lead and is committed to providing SAHA with the attention and resources required to ensure SAHA’s goals are accomplished in a timely and efficient manner.
Our firm has been ranked the No. 1 bond counsel firm in the country for the last 25 years (meaning that we have represented more issuers on more financings than any other law firm in the country during that time period), but more importantly, we earn the respect and loyalty of our clients one deal at a time with hard work, great service and prompt responsiveness. We are also the leading practice in California and in the country for financing multifamily housing with tax -exempt bonds, regularly representing over 20 separate state and local housing issuers in seven states, plus the District of Columbia, and closing more than 100 housing bond transactions annually over several recent years. Since 2000, we have served as bond or underwriter’s counsel for more th an 2,500 housing finance transactions totaling more than $115 billion. We believe Orrick distinguishes itself not only by providing legal expertise of the highest caliber, but also by achieving timely, efficient and collaborative results.
We thank you for the opportunity to provide the Authority with a team of sophisticated, knowledgeable and experienced housing finance lawyers to serve the Authority’s bond counsel needs. I look forward to discussing further the Authority’s plans and Orrick’s qualifications. Please call me if you have any questions or require any further information. My work phone number is (415) 773 -5908, my mobile phone number is (415) 706 -0060, and my email address is [email protected].
Sincerely,
Justin Cooper
Partner
Orrick, Herrington & Sutcliffe LLP
Orrick, Herrington & Sutcliffe LLP
405 Howard Street
San Francisco, CA 94105-2669
400 Capitol Mall, Suite 3000
Sacramento, CA 95814-4497
EXHIBIT 2
REQUEST FOR PROPOSALS FOR BOND COUNSEL FOR AFFORDABLE HOUSING
ORRICK, HERRINGTON & SUTCLIFFE LLP SOQ p. 1
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 pe rform 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 avai lable 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 EXHIBIT 2
REQUEST FOR PROPOSALS FOR BOND COUNSEL FOR AFFORDABLE HOUSING
ORRICK, HERRINGTON & SUTCLIFFE LLP SOQ p. 2
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 envis ion a collaborative effort with the Authority and the other professionals involved in the Project. To that end, we antici pate 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 Section s 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 need ed.
Please see Exhibit A for full attorney resumes.
EXHIBIT 2
REQUEST FOR PROPOSALS FOR BOND COUNSEL FOR AFFORDABLE HOUSING
ORRICK, HERRINGTON & SUTCLIFFE LLP SOQ p. 3
ii. Distinguishing characteristics, skills, and areas of strength.
Bond Counsel Services. For each year in this century and for over a decade prior, Orrick has been the leading bond counsel firm in the country in total volume of financings. In 2024, we were ranked number one as bond counsel in the country by Refinitiv (now LSEG), with our team serving as bond counsel on 610 transactions aggregating more than $59.73 billion principal amount of bonds (representing a national market share of 11.4%). In California alone in 2024, Orrick served as bond counsel for 204 transactions aggregating more than $36.76 billion principal amount of bonds for an overall market share of 49.3%.
Disclosure Counsel Services. Orrick has been ranked number one in total volume as disclosure counsel nearly every year since such rankings began.
We were ranked number one as disclosure counsel in the country by Refinitiv (now LSEG), with our team serving as disclosure counsel on 121 transactions aggregating more than $28.61 billion (representing a national market share of
5.2%). In California we served on 68 transactions aggregating more than $16.96 billion principal amount of bonds for an overall market share of 22.46%. iii. Firm’s nearest address serving the City of Santa Ana and headquarters address.
Our Orange County office is closest to Santa Ana. Our other California office locations include Los Angeles, Sacramento, and San Francisco.
Headquarters address: 405 Howard St., San Francisco, CA 94105 iv. Name and contact information of the supervising Project Manager/Principal Agent, to be assigned to the agreement. The Project Manager/Principal Agent shall be the primary contact person to represent your firm and will be the person to conduct the presentation, if invited to an interview.
Justin Cooper, Partner
T: +1 415 773 5908
E: [email protected]
Resumes for all key staff proposed describing relevant experience.
Please see Exhibit A: Team Resumes.
e. Proposed Work Plan
Proposal shall include a statement demonstrating the firm’s understanding of the Scope of Services.
Our nationally ranked bond counsel public finance team is dedicated to meeting the goals and fulfilling the functions identified in SAHA’s Scope of Work with precision and expertise. With a proven track record of success, we bring unparalleled experience and a deep understanding of complex financial structures, ensuring that our clients receive the highest level of service and strategic gu idance. Our commitment to excellence and innovative solutions positions us as the ideal partner to navigate the challeng es and opportunities presented in SAHA’s financings.
Additionally, proposed work plan shall include Proposers’:
i. Anticipated approach to performing services as specified herein; Please see our answer to Question (b) above, where we detail our approach to meeting the Scope of Services listed in the RFP.
ii. Suggestions or special concerns the evaluation committee should take into consideration (if any); We suggest a coordinating call or video meeting among Orrick, the Authority, and the Authority’s financial advisor prior to each transaction. In particular, we find it valuable to identify items that fall outside the purview of the bond issuer and its advisors — procurement of third-party reports, for example — but are nonetheless crucial to the successful execution of a financing. It can be helpful to scope these out and identify responsible parties prior to commencing work on bond documents and other bond-related matters. iii. Description of deliverables and implementation plan. Proposer shall submit a general description of the deliverables, implementation plan, and timeline.
As detailed above in our answer to Question (b), o ur implementation plan involves a phased, team -based approach to manage the work effectively.With each engagement, we would immediately reach out to SAHA EXHIBIT 2
REQUEST FOR PROPOSALS FOR BOND COUNSEL FOR AFFORDABLE HOUSING
ORRICK, HERRINGTON & SUTCLIFFE LLP SOQ p. 4
to discuss the transaction and what issues you feel are important, and to highlight any questions you may have. We would also promptly commence the necessary tax diligence, which is usually a long -lead item. In all cases, we would be familiar with SAHA’s governing statutes and applicable regulations.
With respect to documentation, our team would familiarize itself with SAHA’s existing agreements, indentures and resolutions and discuss any suggested precedents for new documents. To the extent we feel it would be helpful, we would share alternative precedents and discuss their applicability.
We generally try to circulate documents approximately three times during a transaction, encouraging comments from the group to be received by specific deadlines. We do find that the affordable housing community works well together and issues can be resolved collectively.
We aim to prepare closing checklists as early as possible, to the extent another party has not done so (i.e., lender’s counsel), to avoid any surprises as closing approaches. In connection with closing, we prepare deliverables and signature pages well in a dvance and provide a virtual closing room for all interested parties to review prior to closing.
We will coordinate closely with SAHA and other stakeholders via regular consultations and updates throughout the process , ensuring all legal proceedings for bond issuance are meticulously prepared and reviewed.
f. References: Attachment B
References shall be submitted for similar projects performed for state and/or similar local government clients.
Please see Attachment B – References, which is attached separately to our response.
EXHIBIT 2
EXHIBIT C
CONSULTANT’S FEE PROPOSAL
(including hourly rates if applicable)
EXHIBIT 2
ORRICK, HERRINGTON & SUTCLIFFE LLP
Section 2.
Cost Proposal
EXHIBIT 2
REQUEST FOR PROPOSALS FOR BOND COUNSEL FOR AFFORDABLE HOUSING ORRICK, HERRINGTON & SUTCLIFFE LLP Cost Proposal p. 1 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.
EXHIBIT 2