HomeMy WebLinkAboutHA Item 03 - Agreement for Bond Counsel ServiesCommunity Development Agency
.; www.santa-ana.org/cd
Item # 3
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
July 15, 2025
TOPIC: Agreement with Orrick, Herrington & Sutcliffe LLP for Bond Counsel Services
AGENDA TITLE
Agreement with Orrick, Herrington & Sutcliffe LLP for On -Call Bond Counsel Services
for the Housing Authority
RECOMMENDED ACTION
Authorize the Executive Director of the Housing Authority to execute a three-year
agreement with two, one-year renewal options with Orrick, Herrington & Sutcliffe LLP to
provide on -call bond counsel services for a term beginning July 15, 2025 through July
14, 2028, for an amount not -to -exceed $150,000 for the entire Agreement (inclusive of
renewal options).
GOVERNMENT CODE §84308 APPLIES: Yes
DISCUSSION
On April 16, 2025, the Housing Authority issued a Request for Proposals (RFP # 25-
066A) soliciting applications from highly qualified and experienced law firms to provide
on -call 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
constitutional law (Exhibit 1). The RFP was posted on the City's website and
PlanetBids, and letters announcing the RFP were e-mailed to six individual firms.
Responses to the RFP were accepted until May 6, 2025.
The Housing Authority received four (4) proposals prior to the submission deadline,
although one (1) was deemed non -responsive. A Proposal Review Committee
consisting of staff from the Housing Authority, Community Development Agency, and
City Attorney's Office met on June 5, 2025 to review and rank each proposal based on
the following criteria as stated in the RFP: Experience of Key Personnel (20 points);
Experience/Past Performance/References (30 points); Proposer Qualifications (30
points); and Billing Rates (20 points). Below are the average scores for the three (3)
responsive proposals received:
Agreement with Orrick, Herrington & Sutcliffe LLP for Bond Counsel Services
July 15, 2025
Page 2
Firm
Average Score
Orrick, Herrington & Sutcliffe LLP
94
Hawkins Delafield & Wood LLP
92
Best Best & Krieger
84
Based on the evaluation criteria, staff recommends the City Council approve an
agreement with Orrick, Herrington & Sutcliffe LLP ("Orrick") to provide on -call bond
counsel services for the Housing Authority (Exhibit 2).
The Housing Authority has worked with Orrick since 1992 with four (4) prior agreements
providing similar bond counsel legal services. The most recent agreement with Orrick
expired on May 31, 2025 and allowed Housing Authority staff to work with Orrick for
specific legal questions for bonds that had been issued by the Housing Authority in the
past.
Orrick has been ranked the No. 1 bond counsel firm in the country for the last 25 years
and is the leading practice in California and in the country for financing multifamily housing
with tax-exempt bonds. Orrick's proposal demonstrated exceptional qualifications,
service offerings, and competitive pricing. Their national and California market leadership,
comprehensive on -call services, highly qualified personnel, and strong references set
them apart from other respondents. This on -call agreement with Orrick will allow the
Housing Authority and the City to be prepared when a developer is interested in using
bond financing for an affordable housing project and for the maintenance of the City's
existing bond financing contracts.
FISCAL IMPACT
Funding is available in the FY 25-26 under the Housing Authority Contract Services —
Professional account (no. 14018760-62300). Subsequent funding and the renewal
options, if exercised, will be budgeted in future fiscal years for expenditure as shown in
the table below:
Fiscal
Accounting Unit —
Fund Description
Accounting Unit,
Amount
Year
Account #
Account Description
Contract (3-Year Term)
FY 25-26
14018760-62300
Housing Authority —
Contract Services —
$30,000
Voucher Admin
Professional
FY 26-27
14018760-62300
Housing Authority —
Contract Services —
$30,000
Voucher Admin
Professional
FY 27-28
14018760-62300
Housing Authority —
Contract Services —
$30,000
Voucher Admin
Professional
Optional Two, 1-Year Extensions
FY 28-29
14018760-62300
Housing Authority —
Contract Services —
$30,000
Voucher Admin
Professional
FY 29-30
14018760-62300
Housing Authority —
Contract Services —
$30,000
Voucher Admin
Professional
Total Contract Amount
$150,000
Agreement with Orrick, Herrington & Sutcliffe LLP for Bond Counsel Services
July 15, 2025
Page 3
EXHIBIT(S)
1. RFP for On -Call Bond Counsel Services for the Housing Authority
2. Agreement with Orrick, Herrington & Sutcliffe LLP
Submitted By: Michael L. Garcia, Executive Director, Community Development Agency
Approved By: Alvaro Nunez, City Manager
EXHIBIT 1
REQUEST FOR PROPOSALS NO. 25-066A
FOR
BOND COUNSEL SERVICES FOR AFFORDABLE HOUSING
CITY OF SANTA ANA
KEY RFP DATES: The schedule below is tentative and subject to change at the
discretion of City, with appropriate notice to prospective Proposers.
Issue Date: Wednesday, April 16, 2025
Deadline for Questions: Tuesday, April 22, 2025, 4:00 P.M.
Proposal Due Date: Tuesday, May 6, 2025, 4:00 P.M.
(9)
TABLE OF CONTENTS
EXHIBIT 1
I.
CITY BACKGROUND..................................................................................................................
3
II.
OVERVIEW OF PROJECT..........................................................................................................3
III.
TERM OF AGREEMENT.............................................................................................................
3
IV.
MINIMUM QUALIFICATIONS......................................................................................................3
V.
RESPONSE TO RFP..................................................................................................................
4
VI.
CERTIFICATIONS (ATTACHMENTS).........................................................................................8
VII.
REFERENCES............................................................................................................................9
VIII.
MINIMUM SCOPE AND LIMIT OF INSURANCE.........................................................................
9
IX.
SELECTION PROCEDURES & CRITERIA................................................................................. 9
X.
WITHDRAWALS........................................................................................................................11
XI. GENERAL TERMS AND CONDITIONS.................................................................................... 11
XII. AWARD OF AGREEMENT........................................................................................................ 16
X111. IMPLEMENTATION................................................................................................................... 16
EXHIBITS
Exhibits provided herein for Proposers'reference only.
EXHIBIT I — SCOPE OF SERVICES
EXHIBIT II — SAMPLE AGREEMENT
EXHIBIT III — FEDERAL REGULATIONS
ATTACHMENTS
A PROPOSER'S CERTIFICATION, PROPOSAL ITEM PRICING
B REFERENCES
C PROPOSER'S STATEMENT
D NON -COLLUSION AFFIDAVIT
E NON -LOBBYING CERTIFICATION
F NON-DISCRIMINATION CERTIFICATION
G SAM.GOV UEI VERIFICATION
H CERTIFICATE REGARDING DEBARMENT, SUSPENSION,
INEGIBILITY AND VOLUNTARY EXCLUSION
(9)
I. CITY BACKGROUND
EXHIBIT 1
The Housing Authority of the City of Santa Ana (SAHA) is a medium-sized Public Housing
Authority located in Santa Ana, California and is funded by the U.S. Department of Housing and
Urban Development (HUD). SAHA has 19 full-time employees and manages over 3,142 Housing
Choice Vouchers (Section 8). SAHA provides rental assistance in the form of Housing Choice
Vouchers (HCV) Project Based Vouchers, Mainstream Vouchers, Foster Youth to Independence
Vouchers, and Veterans Affairs Supportive Housing vouchers. These vouchers enable Housing
Authority participants to rent from property owners in the private market. The Authority's funding
is fully dependent on HUD. HUD's funding is dependent on annual appropriations from Congress.
For more information, please visit https://www.santa-ana.org/departments/housing-authority/
II. OVERVIEW OF PROJECT
The Housing Authority of the City of Santa Ana Housing Authority (SAHA) is seeking proposals
from highly qualified, and experienced law firms (Proposers) to provide on -call bond counsel
services. See EXHIBIT I for complete Scope of Services.
The term "Vendor'; "Proposer'; "Consultant", "Firm'; and "Contractor" shall refer to any legal
entity or entities submitting a proposal in response to this Request for Proposals (RFP).
III. TERM OF AGREEMENT
The anticipated term of the agreement is for an initial period of three (3) years. The Housing
Authority/City of Santa Ana (the "City") may, at its discretion, extend the agreement with the
same or more limited scope of required services for two (2) additional one (1) year periods, upon
mutual agreement, contingent upon City Council approval, or City Manager or City Attorney
authorization, as appropriate. The total term of the awarded agreement shall not exceed five (5)
years.
Usage is not guaranteed. Execution of an agreement between the City of Santa Ana and
successful firm(s) and/or individual(s) does not guarantee work throughout the duration of the
contract period. Numerous factors will be evaluated by SAHA in its delivery of project and
assignments, including technical expertise required.
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.
2) Proposer has provided similar or same services to at least five (5) municipalities within the
last five (5) years.
3) Proposer has experience as bond counsel on bond issuance for affordable housing
development within the last five (5) years.
(9)
V. RESPONSE TO RFP
EXHIBIT 1
A. SUBMITTAL INSTRUCTIONS
It is the responsibility of the Proposer to ensure that any proposals submitted have been
uploaded to PlanetBids prior to the RFP due date and time. Proposals, including all required
sections and forms, shall be submitted electronically via the City's Bid Management System,
PlanetBids. No other form of submittal will be accepted.
PlanetBids will not accept late proposals and no exceptions shall be made. Proposers will
receive an e-bid confirmation number with a time stamp from PlanetBids indicating that their
proposal was submitted successfully. The Santa Ana Housing Authority (SAHA) will only
receive and consider those proposals that were transmitted successfully. Submit proposal
online at:
https://vendors.planetbids.com/portal/20137/portal-home.
Proposer shall be solely responsible for informing itself with respect to the proper utilization
of the bid management system, for ensuring the capability of their computer system to upload
the required documents, and for the stability of their internet service. Failure of the Proposer
to successfully submit an electronic proposal shall be at the Proposer's sole risk and no relief
will be given for late and/or improperly submitted proposals. Proposers experiencing any
technical difficulties with the bid submission process may contact PlanetBids at (818) 992-
1771. Questions of an operational nature may be directed to the City's assigned Buyer.
Neither the City, nor PlanetBids, makes any guarantee as to the timely availability of
assistance, or assurance that any given problem will be resolved by the bid submission
deadline.
Proposals shall NOT be sent via telegraphic, electronic, or facsimile means.
All notifications, updates and addenda will be posted online on PlanetBids at
https:Hvendors.planetbids.com/portal/20137/portal-home. Proposers shall be responsible for
monitoring the site to obtain information regarding this solicitation. Failure to respond to
required updates may result in a determination of a nonresponsive proposal.
B. COMMUNICATION / CONTACT WITH CITY STAFF
Unless otherwise authorized herein, Proposers who are considering submitting a proposal in
response to this RFP, or who submit a proposal in response to this RFP, are only to
communicate with the assigned Buyer(s), and no other City staff about this RFP from the
date this RFP is issued until a proposal is awarded. The City will provide all official
communication concerning this RFP in writing via the City's Bid Management System,
PlanetBids.
The City will not be responsible for or bound by any oral communication or any other
information or contact that occurs outside the official communication process specified
herein, unless confirmed in writing by the designated Buyer(s).
C. REQUEST FOR INFORMATION OR CLARIFICATION / QUESTIONS
Questions regarding this RFP shall be submitted via PlanetBids. Responses to all questions
will be posted on PlanetBids no later than the date and time shown at the schedule of key
RFP dates on the cover page of this RFP. All prospective Proposers are advised to visit
PlanetBids on a regular basis as responses may be posted earlier than the date above (if
applicable). No verbal requests or responses will be accepted. Significant interpretations or
clarifications will be addressed via addenda to this RFP.
(9)EXHIBIT 1
Significant interpretations or clarifications and responses to questions received by the
deadline will be addressed via addenda to this RFP, which will be released and posted on
PlanetBids under the "Addenda/Emails" tab.
General process questions may be directed to the following:
Jacques Lam
Buyer
Email: jlam@santa-ana.org
D. EXCEPTIONS
Requests submitted for City's consideration of proposed terms and conditions, including
modifications to the City's RFP and/or Agreement terms and conditions must be submitted
by the deadline for questions. Such requests should include an attachment in Word or PDF
format on formal company letterhead that shows the requested modifications. Should the
Proposer be considered for award recommendation and progress into the negotiations
phase, the requests for exceptions or modifications to the City's terms and conditions will be
discussed at that time. The City will not accept any requests after the deadline for questions
and reserves the right to reject or strike any requests for exceptions or additional terms and
conditions related to Agreement, RFP, and insurance and indemnification terms and
conditions.
E. ADDENDA
Any changes in RFP from the date of release to date of submittal will result in an addendum
or amendment. Notification of such addendum or amendment shall be posted on City's
PlanetBids system, https://www.planetbids.com/portal/portal.cfm?CompanVID=20137.
Proposers shall be responsible for monitoring the site to obtain information regarding this
solicitation.
F. UNDERSTANDING PROPOSAL
It is the responsibility of each Proposer to inquire about any criteria, condition, term, provision,
or requirement of the RFP that the Proposer does not understand. Responses to inquiries,
if they significantly change or clarify the RFP requirements or any aspect of the procurement
process, will be forwarded by addenda to all Proposers. The City will not be bound by any
oral responses to inquiries. By submitting proposals, Proposers assert that they have fully
read the RFP and any addenda issued by the City, the proposed Agreement and any other
Agreement Documents, and affirm that the terms and conditions stated therein are fully
understood and are acceptable to the Proposer. Each Proposer accepts the terms and
conditions of the Agreement Documents and indicates their ability and willingness to perform
the requested services under such terms and conditions. Any exceptions to the terms and
conditions set forth in the Agreement Document shall be submitted to the City by the deadline
to submit requests for information or clarification/questions set forth herein.
G. PROPOSAL CONTENTS
Proposals are to be prepared in such a way as to provide a straightforward, concise
delineation of capabilities to satisfy the requirements of this RFP. Colored displays,
promotional materials, photographs etc., are not necessary or desired. Emphasis should be
concentrated on conformance to RFP instructions, responsiveness to the RFP requirements,
and on completeness and clarity of content. Digital dividers and clear organization of content
and material are encouraged.
All project proposals must contain the following minimum submission requirements:
(9)
EXHIBIT 1
Statement of Qualifications (SOQ)
SOQ must include a Table of Contents and be limited to a maximum of 20 pages
(excluding SAHA's required Certifications listed in Section VI below; Proposal Cover
Letter, section dividers, table of contents, front/back cover pages). The page limitation
includes all appendices, attachments, and supplemental information. Additionally, the
SOQ shall contain responses to the minimum proposer qualifications included in Section
IV — 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:
a. Cover Letter
Proposals shall include a letter signed by a principal or authorized representative who
can make legally binding commitments for the entity. Include type of business entity.
Cover Letter shall not exceed one page.
Cover letter must be addressed to the following City Project Manager:
Nikesha Hazel, Housing Authority Analyst
Housing Authority of the City of Santa Ana
20 Civic Center Plaza, M-27
Santa Ana, CA 92701
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.
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).
d. Firm and Team Experience
Proposal shall include a profile of the firm's experience including the following:
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.
Distinguishing characteristics, skills, and areas of strength.
iii. Firm's nearest address serving the City of Santa Ana and headquarters
address.
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.
Resumes for all key staff proposed describing relevant experience.
e. Proposed Work Plan
Proposal shall include a statement demonstrating the firm's understanding of the
(9)
EXHIBIT 1
Scope of Services.
Additionally, proposed work plan shall include Proposers':
i. Anticipated approach to performing services as specified herein;
ii. Suggestions or special concerns the evaluation committee should take into
consideration (if any);
iii. Description of deliverables and implementation plan. Proposer shall submit a
general description of the deliverables, implementation plan, and timeline.
f. References: Attachment B — References shall be submitted for similar projects
performed for state and/or similar local government clients.
2. 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.
Proposals shall be valid for a minimum of one hundred eighty (180) days following
Proposal deadline. The cost for developing the Proposal is the sole responsibility of the
Proposer. All Proposals submitted become property of the City.
Pricing shall remain firm for the entire initial Agreement term. Thereafter, any
proposed pricing adjustment for follow-on renewal periods shall be submitted to
the City Representative in writing at least ninety (90) days prior to the new
Agreement term. The City reserves the right to accept, reject, or negotiate any
proposed pricing adjustment not to exceed the Bureau of Labor Statistics
Consumer Price Index (CPI) data as follows: Los Angeles -Long Beach -Anaheim,
CA; All Urban Consumers; Not Seasonally Adjusted; annualized change
comparing the most recent month's reported data to the same month of the prior
year. (This information may be found on the U.S. Department of Labor's website at
www.bls.gov.)
3. Additional Questions
a. 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.
b. 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,
(9)EXHIBIT 1
describe how you would help the Housing Authority receive municipal bond related
tax advice.
c. Describe your firm's experience with and approach to applicable federal securities
laws and regulations.
d. 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).
e. 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.
f. 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 complete the
necessary legal work.
g. Name five issuers represented by the firm, describe the nature of the
representation, and for each issuer list the e-mail address, telephone number, and
title of an official who may be contacted as a reference.
h. Provide a case study that demonstrates your firm's ability to problem -solve on
behalf of an issuer.
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.
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.
k. Provide your firm's proposed bond counsel contract.
VI. CERTIFICATIONS (ATTACHMENTS)
In addition to the SOQ, Cost Proposal, and Narrative/Technical Proposal, the following forms,
included in this RFP, shall be signed and included as part of the proposal submittal package:
• Attachment A:
Proposer's Certification and Proposal Item Pricing
• Attachment B:
References
• Attachment C:
Proposer's Statement
• Attachment D:
Non -Collusion Affidavit
• Attachment E:
Non -Lobbying Certification
• Attachment F:
Non -Discrimination Certification
• Attachment G:
Sam.gov UEI Verification
• Attachment H:
Certification Regarding Debarment,
Suspension, Inegibility and Voluntary Exclusion
(9)
EXHIBIT 1
The proposal must be completely responsive to the RFP. Incomplete proposals will be deemed
as nonresponsive and will be rejected. The City of Santa Ana reserves the right to reject any or
all proposals submitted and no representation is made hereby that any commitment will be
awarded pursuant to this RFP or otherwise.
PLEASE NOTE:
• All forms above must be signed by a representative of the Firm that is legally
authorized to contractually bind the Proposer.
• City will not waive notarization requirement when applicable on any of the
required attachments.
VII. REFERENCES
Contractor shall provide three (3) references from other similar public agencies for which services
similar to those specified in this RFP have been performed, including contact names and
telephone numbers. Use ATTACHMENT B — References. The respondent grants permission
for the City to contact any individuals listed as references.
City may disqualify a Proposer if -
References fail to substantiate Proposer's description of services and
deliverables provided; or
• References fail to support that Proposer has a continuing pattern of providing
capable, productive, and skilled personnel, or
• City is unable to reach the point of contact with reasonable effort. It is the
Proposer's responsibility to inform the point of contact(s) of normal City
working hours.
VIII. MINIMUM SCOPE AND LIMIT OF INSURANCE
See Exhibit 11 — Sample Agreement
IX. SELECTION PROCEDURES & CRITERIA
A. The City will establish a proposal review committee. The review committee will evaluate
proposals based on the response to the RFP, which includes adherence to outlined directions
and format, and the City evaluation criteria set forth below.
B. Proposers will be ranked by the review committee based on the following criteria:
CATEGORY
POINTS
Experience/Past Performance/References
Consideration will be given based upon the law firm's experience in acting as
bond counsel for municipalities to include work with housing authorities.
30
Proposer shall include three (3) external client references from clients who
received similar services to those proposed for this solicitation.
(9)
EXHIBIT 1
Personnel
Proposer shall submit resumes of all primary attorneys who will be performing
services under the contract. Proposer should demonstrate that all key
20
personnel have been successfully involved with projects of similar scope and
magnitude.
Proposer Qualifications
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
City to award a contract to the Proposer who furnishes satisfactory evidence
30
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 City will weigh the evidence that the Proposer
has performed satisfactorily other contracts of like nature, magnitude and
comparable difficulty and comparable rates of progress.
Billing Rates
• Reasonableness of Rates
20
TOTAL POSSIBLE SCORE
100
Before interviews — if held
Interviews
• The City reserves the right to conduct interviews with the highest -rated
firm(s). In the event the City does perform an interview process, the
20
following is the maximum number of additive points that may be applied
to the proposal score.
C. Rankings: A final score will be calculated for each submitted proposal and used to rank
Proposers. Based upon the foregoing criteria, all proposals shall be ranked by score. Only
those proposals receiving a score above 70 will be considered for award. The City of Santa
Ana reserves the right to award the Agreement to any proposer(s) with a score above 70.
The review committee will evaluate proposers based on their response to the RFP and SAHA
evaluation criteria set forth above.
D. Interviews: The review committee may invite the Proposers to interview. If invited to interview,
Proposers must be prepared to include key personnel in the interview and/or presentation.
The City reserves the right to seek additional information from any or all Proposers invited to
present proposals. A final score will be calculated for each submitted proposal and used to
rank Proposers. City reserves the right to begin negotiations and enter into an Agreement
without holding interviews, or further discussions.
E. Selection: The City is under no obligation to accept any proposal and reserves the right to
negotiate with respondents as to fees and terms. The City may reject proposals at its sole
discretion. If proposal fails to satisfy any requirements outlined in this RFP, it may be
considered non -responsive and may be rejected.
The City shall not be obligated to accept the lowest priced proposals, but will make awards
in the best interests of the City after all factors have been evaluated. The review committee
(9)EXHIBIT 1
will recommend the qualified Proposers to the City Council or City Manager for award of
Agreement, as appropriate.
X. WITHDRAWALS
Proposers are responsible for verifying all prices and information before submitting a proposal.
Prior to the proposal due date, the Proposer or Proposer's representative may withdraw the
proposal by providing written notice of the proposal withdrawal to the City. Verbal or telephonic
withdrawals are not permissible.
XI. GENERAL TERMS AND CONDITIONS
A. AMERICANS WITH DISABILITIES ACT
The awarded Contractor hereby certifies that it will comply, as applicable, with the Americans
with Disabilities Act of 1990 ("ADA"), 42 USC §§ 12101 et seq., and its implementing
regulations, including Subtitle A, Title II of the ADA. Contractor will not discriminate against
persons with disabilities nor against persons due to their relationship to or association with a
person with a disability. Any Agreement entered into by the awarded Contractor (or any
subcontract thereof), relating to this RFP, shall be subject to the provisions of this paragraph.
B. CITY BUSINESS LICENSE
The selected Proposer must obtain a City of Santa Ana Business License prior to the
execution of an Agreement and must provide a copy to the Buyer assigned to this RFP. The
awarded party shall maintain a current business license throughout the term of the resulting
Agreement. The procedure to obtain a City of Santa Ana Business License is available by
contacting the Finance and Management Services Agency, Business Tax Office at (714) 647-
5447 or on the City's website: www.santa-ana.org
C. CITY RIGHT TO REJECT
The City reserves the right to reject any or all proposals submitted and no representation is
made hereby that any agreement will be awarded pursuant to this RFP or otherwise. The
City 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 minor inconsistency, informality or technical
defect in the proposal.
D. CONFLICT OF INTEREST
Contractor shall exercise reasonable care and diligence to prevent any actions or conditions
that could result in a conflict with the best interests of the City. This obligation shall apply to
the Contractor; the Contractor's employees, agents, and Subcontractors associated with
accomplishing work and services hereunder. The Contractor's efforts shall include, but not
be limited to, establishing precautions to prevent its employees, agents, and Subcontractors
from providing or offering gifts, entertainment, payments, loans or other considerations which
could be deemed to influence or appear to influence City staff or elected officers from acting
in the best interests of the City.
Each Proposer must disclose any existing or potential conflict of interest relative to the
performance of the contractual services resulting from this RFP. Any such relationship that
might be perceived or represented as a conflict should be disclosed. The City reserves the
right to disqualify any Proposer on the grounds of actual or apparent conflict of interest.
No person, firm, or subsidiary thereof who has been awarded this Agreement may be
awarded an Agreement for the provision of services, the delivery of supplies, or the provision
(9)EXHIBIT 1
of any other related action which is required, suggested, or otherwise deemed appropriate
as an end product of this Agreement. Therefore, Contractor is precluded from contracting for
any work recommended as a result of this Agreement.
E. CONTRACTOR'S EXPENSE
Pre -Contractual Expenses: The City is not liable for any costs incurred by Proposers prior to
entering into a formal Agreement. Costs of developing a response to this RFP, are entirely
the responsibility of the Proposer, and shall not be reimbursed in any manner by the City.
Pre -contractual expenses are not to be included in the cost proposal. Pre -contractual
expenses include, but are not limited to, preparation of the proposal, submission of the
proposal and additional information, attendance at pre -proposal conference, negotiating any
matter related to this RFP with City, and/or any other expenses incurred by the Proposer
prior to the date of award and execution, if any, of the Agreement.
Other Expenses: The Contractor will be responsible for all costs related to photo copying,
telephone communications, fax communications, overhead, travel, and parking while on City
sites during the performance of work and services under this Agreement.
F. CONTRACTOR'S PROJECT MANAGER/KEY PERSONNEL
Except as formally approved by the City, the key personnel identified in Contractor's proposal
shall be the individuals who will actually complete the work. Changes in staffing must be
reported in writing and approved by the City. The City shall have the right to require the
removal and replacement of the Contractor's Project Manager and key personnel under the
awarded Agreement. The City shall notify the Contractor in writing of such action. The City
is not required to provide any reason, rationale, or additional factual information if it elects to
request any specific key personnel be removed from performing services under the awarded
Agreement. The City shall review and approve the appointment of the replacement for the
Contractor's personnel. Said approval shall not be unreasonably withheld.
Standards of Conduct: Contractor's personnel shall be courteous and maintain good working
relationships with all stakeholders, state or outside agencies, community members, other
team members and staff within the City.
G. COST PROPOSAL
The awarded Contractor agrees to provide the purchased services at the costs, rates, and
fees as set forth in their Cost Proposal in response to this RFP. No other costs, rates or fees
shall be payable to the awarded Subcontractor for implementation of their proposal.
H. DATA RETENTION
Contractor shall be responsible for retaining data, records, and documentation for the
preparation of required items. These materials shall be made available to and as requested
by City.
All materials, documents, data or information obtained from the City Data files or any City
medium furnished to Contractor in the performance of an awarded Agreement will at all times
remain the property of the City. Such data or information may not be used or copied for direct
or indirect use by Contractor after completion or termination of this Agreement without the
express written consent of the City. All materials, documents, data or information, including
copies, must be returned to the City at the end of the Agreement.
All data, documents and other products used, developed, or produced during response
preparation of the RFP will become property of the City. All responses to the RFP shall
(9)EXHIBIT 1
become property of the City. Proposer information identified as proprietary shall be
maintained confidential, to the extent allowed under the California Public Records Act.
I. DRUG -FREE WORKPLACE
The awarded Contractor certifies compliance with Government Code Section 8355 in matters
relating to providing a drug -free workplace. Failure to comply with these requirements may
result in suspension of payments under the Agreement or termination of the Agreement or
both, and the Contractor may be ineligible for award of any future City Agreements.
J. EXAMINATION
Proposer represents that it has thoroughly examined and become familiar with the services
and responsibilities required by this RFP and that it is capable of effectively and efficiently
performing quality work to achieve the City's objectives. Any attachments referenced herein
or any interpretations, clarifications or amendments subsequently posted in relation to this
RFP are fully incorporated.
Any irregularities or lack of clarity in the RFP should be brought to the designated City
Contact/Project Manager's attention as soon as possible so that corrective addenda may be
furnished to prospective Proposers.
Proposals which appear unrealistic in the terms of technical commitments, lack of technical
competence, or are indicative of failure to comprehend the complexity and risk of this
Agreement, may be rejected.
K. EXECUTION OF AGREEMENT
Upon successful negotiations, the City and the selected Proposer will enter into an
Agreement similar to that as shown in EXHIBIT II — Sample Agreement of this RFP. If a
Proposer is unwilling or unable to execute an Agreement within thirty (30) days after being
notified of selection under this RFP or approval by City Council, whichever comes later, the
City reserves the right to disqualify them without any further obligation
L. FEDERAL GRANT CONTRACT PROVISIONS
Proposer must agree to the federal contract provisions outlined in the Uniform
Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards
at 2 CFR Part 200.326. These provisions will become part of the agreement resulting from
this bid.
M. FISCAL NONFUNDING CLAUSE
In the event sufficient budgeted funds are not available for a new fiscal period, the City shall
retain the right to notify the provider of such occurrence in writing at least thirty (30) days
before the end of the current fiscal period and terminate the Agreement on the last day of the
current fiscal period without penalty or expense to the City. The City's fiscal period is July 1 It
through June 30tn
N. INDEPENDENT CONTRACTOR
Contractor is considered an independent Contractor and neither Contractor, its employees,
nor anyone working under Contractor will be considered an agent or an employee of City.
Neither Contractor, its employees, nor anyone working under Contractor, will qualify for
workers' compensation or other fringe benefits of any kind through City.
O. JOINT OFFERS/SUBCONSULTANTS
Where two or more Proposers desire to submit a single proposal in response to this RFP,
they should do so on a prime sub -consultant basis. The City intends to contract with a single
(9)EXHIBIT 1
firm, also known as the prime, and not with multiple firms doing business as a joint venture.
Should the use of sub -consultants be offered, the Proposer shall provide the same
assurances of competence for the sub -consultant plus the demonstrated ability to manage
and supervise the subcontracted work. Sub -consultants shall not be allowed to further
subcontract with others for work under the Agreement. The provisions of the Agreement shall
apply to all sub -consultants in the same manner as the Proposer. The proposer is responsible
for all the actions taken by their sub -contractor.
The City reserves the right to reject, replace and approve any and all Subcontractors. All
Subcontractor(s) shall be identified in the response to the RFP and the City reserves the right
to reject any proposed Subcontractor(s). Subcontractors shall be the responsibility of the
prime Contractor and the City shall assume no liability of such Subcontractors.
P. LITIGATION STATUS
Each Proposer must include in its proposal a complete disclosure of any alleged significant
prior or ongoing contract failures, any civil or criminal litigation or investigation pending which
involves the Proposer or in which the Proposer has been judged guilty or liable. Failure to
comply with the terms of this provision will disqualify any proposal. The City reserves the
right to reject any proposal based upon the Proposer's prior history with the City or with any
other party, which documents, without limitation, unsatisfactory performance, adversarial or
contentious demeanor, significant failure(s) to meet contract milestones or other contractual
failures.
Q. NEGOTIATIONS
The City reserves the right to negotiate final Agreement terms with any Proposer selected.
The Agreement between the parties will consist of the RFP together with any modifications
thereto, and the awarded Contractor's proposal, together with any modifications and
clarifications thereto that are submitted at the request of the City during the evaluation and
negotiation process. In the event of any conflict or contradiction between or among these
documents, the documents shall control in the following order of precedence: the final
executed Agreement, the RFP, any modifications and clarifications to the awarded
Contractor's proposal, and the awarded Contractor's proposal. Specific exceptions to this
general rule may be noted in the final executed Agreement.
Negotiations shall be confidential and not subject to disclosure to competing Contractors
unless and until an agreement is reached. If contract negotiations cannot be concluded
successfully, the City reserves the right to negotiate a contract with another Contractor or
withdraw the RFP.
R. NON -PAYMENTS
Note that payments will NOT be made for any unsatisfactory work until corrected. In the event
of nonpayment of undisputed sums by the City, Contractor shall give the City thirty (30)
working days to cure the alleged breach.
S. OWNERSHIP OF DOCUMENTS
The City has permanent ownership of all directly connected and derivative materials produced
under this Agreement by the Contractor. All documents, reports and other incidental or
derivative work or materials furnished hereunder shall become and remains the sole property
of the City and may be used by the City as it may require without additional cost to the City.
Contractor shall provide the City copies of documents upon its request at any time. None of the
documents, reports and other incidental or derivative work or furnished materials shall be used
by the Contractor without the express written consent of the City.
(9)EXHIBIT 1
T. PARKING
The City will not provide free parking and/or reimbursement for the cost of parking while
providing services and conducting business with the City.
U. PROFESSIONAL STANDARDS
Contractor staff shall be courteous to the public and City staff utilizing facilities where
Contractor is performing work, but shall be responsive only to the requests of the City's
Project Manager or designee. Contractor staff shall direct all inquiries to Project Manager or
designee.
Contractor acknowledges that City locations consist of public -use facilities and recognizes
the obligation to ensure Contractor personnel and agents maintain the highest level of
professional standards in attire, decorum, and interaction with the public and City personnel.
V. PROJECT MANAGER
The selected Proposer will assume responsibility for all services in its proposal. The selected
Proposer shall identify a sole point of contact, Project Manager, with the greatest
knowledge in regard to the required service operations and contractual matters, including
payment of any and all charges resulting from the Agreement.
W. PROPOSAL VALIDITY
Services, pricing, and warranties indicated in a Proposer's Proposal must be valid for a period
of 180 days at minimum after the submission of the Proposal.
X. PUBLIC AGENCIES
Other public agencies, as defined by California Government Code Section 6500, may choose
to use the terms of this Agreement, subject to Contractor's acceptance. The City is not liable
or responsible for any obligations related to a subsequent Agreement between Contractor
and another public agency.
Y. PUBLIC RECORDS
Proposals will become public record after the award of an Agreement unless the proposal or
specific parts of the proposal can be shown to be exempt by law. Each Proposer may clearly
label all or part of a proposal as "CONFIDENTIAL" provided that the Proposer thereby agrees
to indemnify and defend the City for honoring such a designation. The failure to so label any
information that is released by the City shall constitute a complete waiver of any and all claims
for damages caused by any release of the information. Proposer information identified as
proprietary shall be maintained confidential, to the extent allowed under the California Public
Records Act.
Z. SUBCONTRACTORS
Proposals in response to this RFP must identify any Subcontractors, and outline the
contractual relationship between the Awarded Subcontractor and each Subcontractor. An
official of each proposed Subcontractor must sign, and include as part of the proposal
submitted by the Prime Contractor, a statement to the effect that the Subcontractor has read
and will agree to abide by the awarded Contractor's obligations. Any Subcontractor proposed
after award of Agreement must be approved by the City before commencement of work.
SAHA will look solely to the awarded Contractor for the performance of all contractual
obligations which may result from an award based on this RFP, and the awarded Contractor
shall not be relieved for the non-performance of any or all Subcontractors.
(9)
XII. AWARD OF AGREEMENT
EXHIBIT 1
Selected Contractor(s) will be notified in writing. Any award is contingent upon the successful
negotiation of final Agreement terms.
A. EXECUTION OF AGREEMENT
A sample, standard agreement is included as EXHIBIT II Sample Agreement of this RFP.
"Proposer" will hereinafter be referred to as "Consultant" or "Contractor" in standard
agreement. The term of the agreement will begin after the agreement is fully executed, and
all required bonds, insurance documents and contents of the payment information packet
have been received and approved.
XIII. IMPLEMENTATION
A. KICK-OFF MEETINGS
The successful proposer will be required to meet with City staff prior to commencement of
services or at any time as required by the City, to discuss and agree on operational issues
including transition of services and scheduling.
(9)
EXHIBIT I
SCOPE OF SERVICES
EXHIBIT 1
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 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. 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 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.
(9)
EXHIBIT II
SAMPLE AGREEMENT
CONSULTANT -AGREEMENT
CITY OF SANTA ANA
EXHIBIT 1
THIS AGREEMENT is made and entered into on this day of , 20_ by and between
, ("Consultant"), and the City of Santa
Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State
of California ("City").
RECITALS
A. The City desires to retain a Consultant having special skill and knowledge in the field of:
B. Consultant represents that Consultant is able and willing to provide such services to the City.
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 from a professional consulting firm in the field.
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:
SCOPE OF SERVICES
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 by reference.
2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates
and charges identified in Compensation - Exhibit B. The total amount to be expended during the
term of this Agreement shall not exceed $xxxxxx.
b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing
work performed, subject to City accounting procedures. 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 City.
3. TERM
This Agreement shall commence on "the date first written above" for a three (3)-year term with the option
for the City to grant up to two 1 - ear renewals, exercisable by a writing by the City Manager and the City Attorney,
unless terminated earlier in accordance with Section 15, below.
4. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant
and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -
employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the
professional manner in which Consultant performs the services which are the subject matter of this Agreement;
(9)
EXHIBIT 1
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
security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all
applicable withholding taxes.
5. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or
sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies,
drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression,
including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes,
which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data").
Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual
license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and
warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such
representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City
shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not
within the purposes intended by this Agreement shall be at City's sole risk.
6. INSURANCE
Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall
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 City. Total cost of such insurance shall be borne by Consultant.
MINIMUM SCOPE AND LIMIT OF INSURANCE
1. 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.
2. 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, City will accept evidence of personal automobile insurance.
3. 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.
4. Professional Liability (Errors and Omissions): with limits no less than $1,000,000 per occurrence or
claim, and $2,000,000 aggregate.
If Consultant maintains broader coverage and/or higher limits than the minimum requirements for each line of
coverage shown above, City 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 City.
Other Insurance Provisions
The above required insurance policies are to contain or be endorsed to contain the following provisions:
1. City, its City Council, 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
(9)
EXHIBIT 1
including materials, parts, equipment, and personnel furnished in connection with such work or
operations.
2. Consultant's Insurance company(ies) agrees to waive all rights of subrogation against City, 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.
3. For any claims related to this contract, Consultant's insurance coverage shall be primary and any
insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall
not contribute with it.
4. 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.
5. Insurance policies required herein shall provide that coverage shall not be canceled, 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 City. Ten (10) days prior written notice shall be provided to
City for policy cancellation or non -renewal due to non-payment of premium.
6. 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 Responsible for
Agreement, M-XX, Santa Ana, CA 92701. The name 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 City. The City 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 City.
Verification of Coverage
Consultant shall furnish City 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 all 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.
City reserves the right to require complete, certified copies of all required insurance policies, including
endorsements required by these specifications, at any time.
Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior
experience, insurer, coverage, or other special circumstances.
7. INDEMNIFICATION
Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents,
employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just
compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and
claims for property damage, which may arise from the negligent operations of the Contractor, its subcontractors,
agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this
Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable
relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless
agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or
alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or
effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs
for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any
(9)
EXHIBIT 1
action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just
compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms
of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation
in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code
Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims
that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor.
8. INTELLECTUAL PROPERTY INDEMNIFICATION
Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against
any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright
infringement, including costs, contained in the work product or documents provided by Consultant to the City
pursuant to this Agreement.
9. RECORDS
Consultant shall keep records and invoices in connection with the work to be performed under this
Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this
Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three
(3) years, or for any longer period required by law, from the date of final payment to Consultant under this
Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of
the City to examine, audit, and make transcripts or copies of such records and any other documents created
pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data,
documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of
final payment to Consultant under this Agreement.
10. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such information is reasonably
understood to be confidential and/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. 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 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 City.
11. CONFLICT OF INTEREST CLAUSE
Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which
would conflict in any manner with performance of services specified under this Agreement.
12. NON-DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual
orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and
veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the
recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities
or any services provided 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.
13. EXCLUSIVITY AND AMENDMENT
(9)
EXHIBIT 1
This Agreement represents the complete and exclusive statement between the City and Contractor, and
supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between
the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement
may not be modified except by written instrument signed by the City and by an authorized representative of
Contractor. 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 and conditions hereof, shall not bind or obligate Consultant or the City.
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 is not embodied herein.
14. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Consultant may
not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and
any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered
null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services
which are the subject to this Agreement performed by City personnel or by other Contractors retained by City.
15. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such
event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services
performed by Consultant prior to receipt of such notice of termination, subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Consultant to deliver to the
City all work product(s) completed as of such date, and in such case such work product shall be
the property of the City unless prohibited by law, and Consultant consents to the City's use thereof
for such purposes as the City deems appropriate.
b. Payment need not be made for work which fails to meet the standard of performance specified in
the Recitals of this Agreement.
16. WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions
of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right
or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach,
failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing
so specifies.
17. JURISDICTION -VENUE
This Agreement has been executed 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.
18. PROFESSIONAL LICENSES
Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits,
approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws
and regulations of the United States, the State of California, the City of Santa Ana and all other governmental
agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits,
licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement.
19. NOTICE
(9)
EXHIBIT 1
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 mailed by first class or certified mail, postage
prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following
persons:
To City:
Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax: 714- 647-6956
With courtesy copies to:
Executive Director, ------- Agency
City of Santa Ana
20 Civic Center Plaza (M-xx)
P.O. Box 1988
Santa Ana, California 92702
Fax:
To Contractor:
First & Last Name
Title
Consultant Firm Name
Address
City, State, Zip
Fax:
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 fax, 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.
20. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the power, authority
and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify
City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the
event that such authority or power is not, in fact, held by the signatory or is withdrawn.
The Agreement is the final and complete agreement and any prior or contemporaneous
agreements for similar services between the parties is superseded by this Agreement. This shall
not apply where the Parties are currently engaged and Consultant is providing services not
contemplated by this Agreement.
C. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the
body of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written.
(9)
ATTEST:
Jennifer L. Hall
City Clerk
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By:
Assistant City Attorney
RECOMMENDED FOR APPROVAL:
Executive Director
[INSERT] Agency
CITY OF SANTA ANA
Alvaro Nunez
City Manager
CONSULTANT:
(name)
(title)
SAMPLE ONLY
EXHIBIT 1
(9)
EXHIBIT III
FEDERAL REGULATIONS
EXHIBIT 1
Federal Regulations — Recipient must comply with the government cost principles, uniform administrative
requirements and audit requirements for federal grant program housed within Title 2, Part 200 of the
Code of Federal Regulations.
b. Debarment and Suspension — As required by Executive Orders 12549 and 12689, and 2
CFR §200.212 and codified in 2 CFR Part 200, Recipient must provide protection against waste, fraud,
and abuse by debarring or suspending those persons deemed irresponsible in their dealings with the
Federal government.
C. Audit Records - With respect to all matters covered by this agreement all records shall be
made available for audit and inspection by CITY, the grant agency and/or their duly authorized
representatives for a period of three (3) years from the date of submission of the final expenditure report
by the City of Santa Ana. For a period of three years after final delivery hereunder or until all claims
related to this Agreement are finally settled, whichever is later, Recipient shall preserve and maintain all
documents, papers and records relevant to the services provided in accordance with this Agreement,
including the Attachments hereto. For the same time period, Recipient shall make said documents,
papers and records available to City and the agency from which City received grant funds or their duly
authorized representative(s), for examination, copying, or mechanical reproduction on or off the premises
of Recipient, upon request during usual working hours.
d. Reports - Recipient shall provide to City all records and information requested by City for
inclusion in quarterly reports and such other reports or records as City may be required to provide to the
agency from which City received grant funds or other persons or agencies.
e. Section 504 of the Rehabilitation Act of 1973 (Handicapped) - All recipients of federal
funds must comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal
funds recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise
qualified handicapped person shall, solely by reason of handicap be excluded from the participation in,
be denied the benefits of or be subject to discrimination, including discrimination in employment, in any
program or activity that receives or benefits from federal financial assistance. The Recipient agrees it will
ensure that requirements of The Act shall be included in the agreements with and be binding on all of its
contractors, subcontractors, assignees or successors.
f. Americans with Disabilities Act of 1990 - (ADA) Recipient must comply with all
requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable.
g. Political Activity - None of the funds, materials, property, or services provided directly or
indirectly under this agreement shall be used for any partisan political activity, or to further the election
or defeat of any candidate for public office, or otherwise in violation of the provisions of the "Hatch Act".
h. No Lobbying - Recipient will comply with all applicable lobbying prohibitions and laws,
including those found in the Byrd Anti -Lobbying Amendment (31 U.S.C. 1352, et seq.), and agrees that
none of the funds provided under this award may be expended by the Recipient to pay any person to
influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer
or employee of Congress, or an employee of a Member of Congress in connection with any federal action
concerning the award or renewal of any federal contract, grant, loan, or cooperative agreement.
(9)
EXHIBIT 1
i. Non -Discrimination and Equal Opportunity - Recipient will comply, and all its contractors
(or subrecipients) will comply, with Title VI of the Civil Rights Act of 1964, as amended; Section 504 of
the Rehabilitation Act of 1964, as amended; Subtitle A, Title II of the Americans with Disabilities Act (ADA)
(1990); Title IX of the Education Amendments of 1972; the Age Discrimination Act of 1975, as amended;
Drug Abuse Office and Treatment Act of 1972, as amended; Comprehensive Alcohol Abuse and
Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended; Section 523 and 527 of
the Public Health Service Act of 1912, as amended; Title VIII of the Civil Rights Act of 1968, as amended;
Department of Justice Non -Discrimination Regulations, 28 CFR Part 42, Subparts C, D, E, and G; and
Department of Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a
Federal or State court, Federal or State administrative agency, or the Recipient makes a finding of
discrimination after a due process hearing on the grounds of race, color, religion, national origin, sex, or
disability against a recipient of funds, the Recipient will forward a copy of the findings to CITY which will,
in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S. Department of
Justice. If applicable, recipient will comply with the equal opportunity clause in 41 C.F.R. 60-1.4(b) in
accordance with Executive Order 11246 as amended by Executive Order No. 11375.
j. Equal Employment Opportunity - Recipient will comply, and all its contractors (or
subrecipients) will comply, with all requirements of the Executive Order 11246 of September 24, 1965,
entitled "Equal Employment Opportunity," as amended by Executive Order 11375 of October 13, 1967,
and as supplemented in Department of Labor regulations (41 CFR chapter 60), as applicable.
k. Public Contracts Code - Recipient will comply, and all its contractors (or subrecipients) will
comply, with all requirements of the California Public Contract Code Section 10295.3, as applicable.
I. Copeland Anti -Kickback Act - Recipient will comply, and all its contractors and
subcontractors (or subrecipients) shall comply, with all requirements of the Copeland "Anti -Kickback"
Act (30 U.S.C. 3145) as supplemented in Department of Labor regulations (29 CFR Part 3), as
applicable.
(1) Contractor — Contractors shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the
requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into
this contract.
(2) Subcontracts — Contractor or subcontractor shall insert in any subcontracts the clause above
and such other clauses as FEMA may by appropriate instructions require, and also a clause
requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime
contractor shall be responsible for the compliance by any subcontractor or lower tier
subcontractor with all of these contract clauses.
(3) Breach —A breach of the contract clauses above may be grounds for termination of the contract,
and for debarment as a contractor and subcontractor as provided in 29 C.F.R. § 5.12.
M. Davis -Bacon Act - Recipient will comply, and all its contractors (or subrecipients) will
comply, with all requirements of the Davis -Bacon Act (40 U.S.C. 3141-3144 and 3146-3148) as
supplemented by Department of Labor regulations (29 CFR Part 5), as applicable.
Contractors are required to pay wages to laborers and mechanics at a rate no less than the prevailing
wages specified in a wage determination made by the Secretary of Labor.
(9)EXHIBIT 1
Additionally, contractors are required to pay wages not less than once a week.
n. Work Hours and Safety - Recipient will comply, and all its contractors (or
subrecipients) will comply, with all requirements of Sections 103 and 107 of the Contract Work Hours
and Safety Standards Act (40 U.S.C. 3702 and 3704) as supplemented by Department of Labor
regulations (29 CFR Part 5), as applicable.
o. Clean Air Act - Recipient will comply, and all its contractors (or subrecipients) will
comply, with all applicable standards, orders or requirements issued under the Clean Air Act (42 U.S.C.
7401-7671q), and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as applicable.
P. Energy and Conservation - Recipient will comply, and all its contractors (or subrecipients)
will comply, with all requirements of the Energy Policy and Conservation Act (42 U.S.C. 6201), as
applicable.
q. Waste Disposal - Recipient will comply, and all its contractors (or subrecipients) will
comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the
Resource Conservation and Recovery Act, as applicable.
r. Patent Rights - Recipient agrees that the Department of Homeland Security shall have
the authority to seek patent rights for any process, product, invention or discovery developed and paid
for with funding through this Agreement based on the requirements of 37 CFR§ 401 and any other
implementing regulations, as applicable.
S. Copyright - Recipient may copyright any books, publications or other copyrightable
materials developed in the course of or under this Agreement. However, the federal awarding agency,
State Administrative Agency (SAA) and City reserve a royalty -free, non-exclusive, and irrevocable license
to reproduce, publish or otherwise use, and to authorize others to use, for federal government, SAA
and/or City purpose:
(1) the copyright in any work developed through this Agreement; and
(2) any rights of copyright to which the subcontractor purchases ownership with support through
this grant. The Federal government's, SAA's and City's rights identified above must be
conveyed to the publisher and the language of the publisher's release form must ensure the
preservation of these rights.
t. Telecommunications (2 CFR 200.216) - Recipient will comply with FEMA Policy 405-143-
1, Prohibitions on Expending FEMA Award Funds on Covered Telecommunication Equipment or
Services (Interim), which prohibits grant recipients and subrecipients from obligating or expending loan
or grant funds to procure or obtain, extend or renew a contract to procure or obtain, or to enter into a
contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses
covered telecommunications equipment or services as a substantial or essential component of any
system, or as critical technology as part of any system.
As described in Public Law 115-232, section 889, covered telecommunications equipment is:
(1) Telecommunications equipment produced by Huawei Technologies Company or ZTE
Corporation (or any subsidiary or affiliate of such entities).
(9)EXHIBIT 1
(2) For the purpose of public safety, security of government facilities, physical security
surveillance of critical infrastructure, and other national security purposes, video surveillance
and telecommunications equipment produced by Hytera Communications Corporation,
Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any
subsidiary or affiliate of such entities).
(3) Telecommunications or video surveillance services provided by such entities or using such
equipment.
(4) Telecommunications or video surveillance equipment or services produced or provided by an
entity that the Secretary of Defense, in consultation with the Director of the National
Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be
an entity owned or controlled by, or otherwise connected to, the government of a covered
foreign country.
U. Domestic preferences for procurements (2 CFR 200.322) - Recipient agrees that as
appropriate and to the extent consistent with law, it will, to the greatest extent practicable under a Federal
award, provide a preference for the purchase, acquisition, or use of goods, products, or materials
produced in the United States (including but not limited to iron, aluminum, steel, cement, and other
manufactured products). This requirement must be included in all subawards including all contracts and
purchase orders for work or products under this award. For purposes of this provision: "produced in the
United States" means, for iron and steel products, that all manufacturing processes, from the initial
melting stage through the application of coatings, occurred in the United States; and "manufactured
products" means items and construction materials composed in whole or in part of non-ferrous metals
such as aluminum; plastics and polymer -based products such as polyvinyl chloride pipe; aggregates such
as concrete; glass, including optical fiber; and lumber.
V. Equal Employment in Construction Contracts - Pursuant to Equal Employment
Opportunity requirements of 41 C.F.R. 60-1.4(b) in accordance with Executive Order 11246 as amended
by Executive Order No. 11375, as to any construction contract thereunder, if applicable, during the
performance of this contract, the contractor agrees as follows:
(1) The contractor will not discriminate against any employee or applicant for employment
because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The
contractor will take affirmative action to ensure that applicants are employed, and that
employees are treated during employment without regard to their race, color, religion, sex,
sexual orientation, gender identity, or national origin. Such action shall include, but not be
limited to the following:
Employment, upgrading, demotion, or transfer; recruitment or recruitment
advertising; layoff or termination; rates of pay or other forms of compensation;
and selection for training, including apprenticeship. The contractor agrees to
post in conspicuous places, available to employees and applicants for
employment, notices to be provided setting forth the provisions of this
nondiscrimination clause.
(2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf
of the contractor, state that all qualified applicants will receive consideration for employment
without regard to race, color, religion, sex, sexual orientation, gender identity, or national
origin.
(9)
EXHIBIT 1
(3) The contractor will not discharge or in any other manner discriminate against any employee
or applicant for employment because such employee or applicant has inquired about,
discussed, or disclosed the compensation of the employee or applicant or another employee
or applicant. This provision shall not apply to instances in which an employee who has access
to the compensation information of other employees or applicants as a part of such
employee's essential job functions discloses the compensation of such other employees or
applicants to individuals who do not otherwise have access to such information, unless such
disclosure is in response to a formal complaint or charge, in furtherance of an investigation,
proceeding, hearing, or action, including an investigation conducted by the employer, or is
consistent with the contractor's legal duty to furnish information.
(4) The contractor will send to each labor union or representative of workers with which he has a
collective bargaining agreement or other contract or understanding, a notice to be provided
advising the said labor union or workers' representatives of the contractor's commitments
under this section, and shall post copies of the notice in conspicuous places available to
employees and applicants for employment.
(5) The contractor will comply with all provisions of Executive Order 11246 of September 24,
1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.
(6) The contractor will furnish all information and reports required by Executive Order 11246 of
September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or
pursuant thereto, and will permit access to his books, records, and accounts by the
administering agency and the Secretary of Labor for purposes of investigation to ascertain
compliance with such rules, regulations, and orders.
(7) In the event of the contractor's noncompliance with the nondiscrimination clauses of this
contract or with any of the said rules, regulations, or orders, this contract may be canceled,
terminated, or suspended in whole or in part and the contractor may be declared ineligible for
further Government contracts or federally assisted construction contracts in accordance with
procedures authorized in Executive Order 11246 of September 24, 1965, and such other
sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of
September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise
provided by law.
(8) The contractor will include the portion of the sentence immediately preceding paragraph (1)
and the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless
exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section
204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding
upon each subcontractor or vendor. The contractor will take such action with respect to any
subcontract or purchase order as the administering agency may direct as a means of
enforcing such provisions, including sanctions for noncompliance.
FOR PROPOSERS' REFERENCE ONLY
(9)
ATTACHMENT A
PROPOSER'S CERTIFICATION, PROPOSAL PRICING
EXHIBIT 1
Certification - I certify that I have read, understand and agree to the terms and conditions of this Request
for Proposals. I have examined the Scope of Services (Exhibit 1) and am qualified to provide services
being requested as specified herein. I understand and agree that I am responsible for reporting any
errors, omissions or discrepancies to the City for clarification prior to the submission of my proposal.
PROPOSER'S STATEMENT: I have read, understood and agree to the terms and conditions on all
pages of the Request for Proposals. Upon request, I will transfer and deliver goods or services to the
City in accordance with said terms and conditions.
LEGAL NAME OF COMPANY PHONE AND FAX NUMBERS
BUSINESS ADDRESS
PRINTED NAME OF AUTHORIZED AGENT TITLE
SIGNATURE OF AUTHORIZED AGENT DATE E-MAIL ADDRESS
FEDERAL ID NUMBER (IF APPLICABLE) CONTRACTOR LICENSE NUMBER
(IFAPPLICABLE)
CITY OF SANTA ANA BUSINESS LICENSE NUMBER
(PLEASE PROVIDE IF AVAILABLE, BUT NOT REQUIRED UNTIL AND IF AN AWARD IS MADE TO PROPOSER.)
THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL.
PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE.
(9)
ATTACHMENT B
REFERENCES
EXHIBIT 1
List and describe fully the contracts performed by your firm which demonstrate your ability to provide the
supplies, equipment or services included in the scope of the proposal specifications. Attach additional
pages if required. The City reserves the right to contact each of the references listed for additional
information regarding your firm's qualifications.
REFERENCE
Customer Name: Contact Individual:
Address: Phone Number:
EMAIL:
Contract Amount: Year:
Description of supplies, equipment, or services provided:
REFERENCE
Customer Name:
Address:
Contact Individual:
Phone Number: .
EMAIL:
Contract Amount: Year:
Description of supplies, equipment, or services provided:
REFERENCE
Customer Name:
Address:
Contact Individual:
Phone Number: .
EMAIL:
Contract Amount: Year:
Description of supplies, equipment, or services provided:
THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL.
PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE.
(9)
ATTACHMENT C
PROPOSER'S STATEMENT
EXHIBIT 1
Proposer understands and agrees that this written RFP (or any part thereof specifically designated and
accepted by the City of Santa Ana, hereinafter City) shall constitute the entire agreement between proposer
and the City only after it has been accepted by the City Council, endorsed by the Clerk of the Council with
her signature and official seal noting hereon the action of approval of the Council, signed by the Executive
Director or his duly authorized agent, and signed by the City Attorney, denoting his approval of the form of
this document, and its execution, and when it or an exact copy of it has been either delivered to proposer or
deposited with the United States Postal Service properly addressed to the proposer with the correct postage
affixed thereto.
Proposer further agrees that upon delivery (as defined above) of the accepted agreement he/she will furnish
City all required bonds and certificate of liability insurance within ten (10) days (excluding Saturdays,
Sundays and City's legal holidays), or the funds, check, draft, or proposer's bond substituted in lieu thereof
accompanying this proposal shall become the property of the City and shall be considered as payment of
damages due to the delay and other causes suffered by City because of the failure to furnish the necessary
bonds and because it is distinctly agreed that the proof of damages actually suffered by City is difficult to
ascertain; otherwise said funds, check drafts, or proposer's bond substituted in lieu thereof shall be returned
to the undersigned.
Proposer understands that a proposal is required for the entire work, that the estimated quantities set forth
in the RFP schedule are solely for the purpose of comparing proposals, and that final compensation under
the contract will be based upon the actual quantities of work satisfactorily completed.
All terms contained in the specifications, the certification of nondiscrimination by contractors, and the
required insurance certificates are to be incorporated by reference into this agreement and are made
specifically as part of this RFP.
Firm
Signed and Printed Name:
Title
Date
THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL.
PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE.
(9)
EXHIBIT 1
ATTACHMENT D
NON -COLLUSION AFFIDAVIT
(Title 23 United States Code Section 112 and Public Contract Code Section 7106)
To the CITY OF SANTA ANA
In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the proposer
declares that the proposal is not made in the interest of, or on behalf of, any undisclosed person,
partnership, company, association, organization, or corporation; that the proposal is genuine and not
collusive or sham; that the proposer has not directly or indirectly induced or solicited any other proposer
to put in a false or sham proposal, and has not directly or indirectly colluded, conspired, connived or
agreed with any proposer or anyone else to put in a sham proposal, or that anyone shall refrain from
bidding; that the proposer has not in any manner, directly or indirectly, sought by agreement,
communication, or conference with anyone to fix the proposal price of the proposer or any proposer, or
to fix any overhead, profit, or cost element of the proposal price, or of that of any other proposer, or to
secure any advantage against the public body awarding the contract of anyone interested in the
proposed contract; that all statements contained in the proposal are true; and, further, that the proposer
has not, directly or indirectly, submitted his or her proposal price or any breakdown thereof, or the
contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any
corporation, partnership, company association, organization, bid depository, or to any member or agent
thereof to effectuate a collusive or sham proposal.
Note: The above non -collusion affidavit is part of the proposal. Signing this proposal on the signature
portion thereof shall also constitute signature of this non -collusion affidavit. Proposers are cautioned that
making a false certification may subject the certifier to criminal prosecution.
Signed
State of , County of
Subscribed and sworn to (or affirmed) before me on this day of , 20 , by
, proved to me on the basis of satisfactory evidence to be the person(s)
who appeared before me.
Notary Public Signature Notary Public Seal
THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL.
PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE.
(9)
ATTACHMENT E
NON -LOBBYING CERTIFICATION
EXHIBIT 1
The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or
her knowledge and belief, that:
(1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned,
to any person for influencing or attempting to influence an officer or employee of any Federal
agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member
of Congress in connection with the awarding of any Federal contract, the making of any Federal
grant, the making of any Federal loan, the entering into of any cooperative agreement, and the
extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan,
or cooperative agreement.
(2) If any funds other than Federal appropriated funds have been paid or will be paid to any person
for influencing or attempting to influence an officer or employee of any Federal agency, a Member
of Congress, an officer or employee of Congress, or an employee of a Member of Congress in
connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned
shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities," in
conformance with its instructions.
This certification is a material representation of fact upon which reliance was placed when this transaction
was made or entered into. Submission of this certification is a prerequisite for making or entering into
this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required
certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for
each such failure.
The prospective participant also agrees by submitting his or her bid or proposal that he or she shall
require that the language of this certification be included in all lower tier subcontracts, which exceed
$100,000 and that all such subrecipients shall certify and disclose accordingly.
Signed:
Title:
Firm:
Date:
THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL.
PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE.
(9)
ATTACHMENT F
NON-DISCRIMINATION CERTIFICATION
EXHIBIT 1
The undersigned consultant or corporate officer, during the performance of this contract, certifies as
follows:
The Consultant shall not discriminate against any employee or applicant for employment because of
race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that
applicants are employed, and that employees are treated during employment without, regard to their
race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the
following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising;
layoff or termination; rates of pay or other forms of compensation; and selection for training, including
apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and
applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination
clause.
2. The Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of
the Consultant, state that all qualified applicants will receive consideration for employment without
regard to race, color, religion, sex, or national origin.
3. The Consultant shall send to each labor union or representative of workers with which he/she has a
collective bargaining agreement or other contract or understanding, a notice to be provided advising
the said labor union or workers' representatives of the Consultant's commitments under this section,
and shall post copies of the notice in conspicuous places available to employees and applicants for
employment.
4. The Consultant shall comply with all provisions of Executive Order 11246 of September 24, 1965,
and of the rules, regulations, and relevant orders of the Secretary of Labor.
5. The Consultant shall furnish all information and reports required by Executive Order 11246 of
September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant
thereto, and will permit access to his/her books, records, and accounts by the administering agency
and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules,
regulations, and orders.
In the event of the Consultant's non-compliance with the nondiscrimination clauses of this contract or
with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or
suspended in whole or in part and the Consultant may be declared ineligible for further Government
contracts or federally assisted construction contracts in accordance with procedures authorized in
Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and
remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule,
regulations, or order of the Secretary of Labor, or as otherwise provided by law.
2. The Consultant shall include the portion of the sentence immediately preceding paragraph (1) and
the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted
by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive
Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract
(9)
EXHIBIT 1
or purchase order as the administering agency may direct as means of enforcing such provisions,
including sanctions for noncompliance; provided, however, that in the event the Consultant becomes
involved in, or is threatened with, litigation with a subconsultant or vendor as a result of such direction
by the administering agency, the Consultant may request that the United States enter into such
litigation to protect the interests of the United States.
8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as
amended, no discrimination shall be made in the employment of persons upon public works because
of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital
status, or sex of such persons, except as provided in Section 1420, and any consultant of public
works violating this Section is subject to all the penalties imposed for a violation of the Chapter.
Signed:
Title:
Firm:
Date:
THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL.
PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE.
(9)
ATTACHMENT G
SAM.GOV UEI VERIFICATION
EXHIBIT 1
On April 4, 2022, the federal government stopped using the DUNS Number to uniquely identify entities.
Now, entities doing business with the federal government use the Unique Entity ID created in SAM.gov.
They no longer have to go to a third -party website to obtain their identifier. This transition allows the
government to streamline the entity identification and validation process, making it easier and less
burdensome for entities to do business with the federal government.
This RFP includes federal funding, and as such, the proposer must provide verification of their SAM.gov
UEI and registration status. Please attach your entity's registration from SAM.gov, including UEI and
active registration status.
Proposer's UEI:
SAM.gov Registration Expiration Date:
THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL.
PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE.
ATTACHMENT H
EXHIBIT 1
CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION
Certification Regarding
Debarment, Suspension, Ineligibility and Voluntary Exclusion
Lower Tier Covered Transactions
This certification is required by the regulations implementing Executive Order 12549, as amended,
Nonprocurement Debarment and Suspension, 2 CFR Part 2998, Subpart C, Responsibilities of
Participants Regarding Transactions. The regulations were published as Part VII of the May 26, 1988,
Federal Register (Pages 19160-19211), and as subsequently amended in 81 Federal Register 25585.
(Before completing certification, read instructions which are an integral part of certification)
1. Pursuant to 2 CFR 180.335, the prospective primary participant, (i.e. grantee) certifies to the best of
its knowledge and belief, that it and its principals:
a. Are not presently excluded or disqualified;
b. Have not been convicted within the preceding three years of any of the offenses listed in 2
CFR 180.800(a) or had a civil judgment rendered against them for one of those offenses within
that time period.
c. Are not presently indicted for or otherwise criminally or civilly charged by a government
entity (Federal, State or local) with commission of any of the offenses listed in 2 CFR 180.800(a);
and
d. Have not had one or more public transactions (Federal, State or local) terminated within the
preceding three years for cause or default.
2. Where the prospective primary participant is unable to certify to any of the statements in this
certification, such prospective participant shall attach an explanation to this proposal.
Consultant
Name and Title of Official Authorized to Certify
On Behalf of the Consultant
Date
ATTACHMENT H �XNNIIRR��TT
CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY F LU510N
INSTRUCTION FOR CERTIFICATION
1. By signing and submitting this proposal, the prospective recipient of Federal assistance funds is
providing the certification as set out below.
2. The certification in this clause is a material representation of fact upon which reliance was placed
when this transaction was entered into. If it is later determined that the prospective recipient of
Federal assistance funds knowingly rendered an erroneous certification, in addition to other
remedies available to the Federal Government, the Department of Labor (DOL) may pursue available
remedies, including suspension and/or debarment.
3. The prospective recipient of Federal assistance funds shall provide immediate written notice to the
person to which this proposal is submitted if at any time the prospective recipient of Federal
assistance funds learns that its certification was erroneous whom submitted or has become
erroneous by reason of changed circumstances.
4. The terms "covered transaction", "debarment", "suspension", "disqualified," "ineligible", "lower tier
covered transaction", "participant", "person", "primary covered transaction", "principal",
"proposal", and "voluntarily excluded", as used in this cause, have the meanings set out in the
Definitions and Coverage sections of rules implementing Executive Order 12549. You may contact
the person to whom this proposal is submitted for assistance in obtaining a copy of those
regulations.
5. The prospective recipient of Federal assistance funds agrees by submitting this proposal that, should
the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier
covered transaction with a person who is debarred, suspended, disqualified, declared ineligible, or
voluntarily excluded from participation in this covered transaction, unless authorized by the DOL.
6. The prospective recipient of Federal assistance funds agrees by submitting this proposal, that it will
include the clause title "Certification Regarding Debarment, Suspension, Ineligible, or voluntarily
excluded from the covered transaction" unless it knows that the certification is erroneous.
7. Nothing contained in the foregoing shall be construed to require establishment of a system of
records in order to render in good faith the certification required to exceed that which is normally
possessed by a prudent person in the ordinary course of business dealings.
8. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a
covered transaction knowingly enters into a lower tier covered transaction with a person who is
suspended, debarred, ineligible, or voluntary excluded from participation in this transaction, in
addition to other remedies available to the Federal Government, the DOL may pursue available
remedies, including suspension and/or debarment.
EXHIBIT 2
CONSULTANT AGREEMENT
BETWEEN HOUSING AUTHORITY OF THE CITY OF SANTA ANA
AND ORRICK, HERRINGTON & SUTCLIFFE, LLP
THIS AGREEMENT is made and entered into this 15�' day of 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 Consultant 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).
Page 1 of 8
EXHIBIT 2
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 shall 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 extensions, exercisable upon a writing executed by the Authority 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 intended
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 subject 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 security 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 shall 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.
Page 2 of 8
EXHIBIT 2
• 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 broader 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 Council, 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 canceled,
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 Responsible for Agreement, M-XX, Santa Ana, CA 92701. The name
Page 3 of 8
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 Authority. 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 all 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 required 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, 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.
7. CONFIDENTIALITY
If Consultant received from the Authority information which due to the nature of such
information is reasonably understood to be confidential and/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.
Page 4 of 8
EXHIBIT 2
Confidential information disclosed to either parry 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 indirect, 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, as
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 Ca1PERS 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 warrants 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 disclosure 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 Agreement 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
Page 5 of 8
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:
and
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
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: jcooper&orrick.com
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,
Page 6 of 8
EXHIBIT 2
oral or written, between the parties. In the event 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 assignment, 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 Consultant. 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 related 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 executed 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.
Page 7 of 8
EXHIBIT 2
15. PROFESSIONAL LICENSES
Consultant shall, throughout the term of this Agreement, maintain all necessary licenses,
permits, approvals, waivers, and exemptions necessary for the provision of the services
hereunder and required by the laws and regulations of the United Sates, the State of California,
the City of Santa Ana and all other governmental agencies. Consultant shall notify the Authority
immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals,
waivers, and exemptions. Said inability shall be cause for termination of this Agreement.
16. MISCELLANEOUS PROVISIONS
Each undersigned represents and warrants that its signature hereinbelow has the power,
authority and right to bind their respective parties to each of the terms of this Agreement, and shall
indemnify Authority fully, including reasonable costs and attorney's fees, for any injuries or
damages to Authority in the event that such authority or power is not, in fact, held by the signatory
or is withdrawn.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year
first above written.
ATTEST:
JENNIFER L HALL
City Clerk
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By:
JONATHAN T. MAR EZ
Assistant City Attorney
RECOMMENDED FOR APPROVAL:
-2ft&4"
MIKE GARCIA
Authority Executive Director
HOUSING AUTHORITY OF THE
CITY OF SANTA ANA
ALVARO NUNEZ
City Manager
CONSULTANT
By: OUSTIN COOPER
Partner
Orrick, Herrington & Sutcliffe LLP
Page 8 of 8
EXHIBIT 2
EXHIBIT A
SCOPE OF SERVICES
(9)
CITY OF SANTA ANA
EXHIBIT I
SCOPE OF SERVICES
EXHIBIT 2
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 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. 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 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.
City of Santa Ana RFP No. 25-066A Page 17 of 39
EXHIBIT 2
EXHIBIT B
CONSULTANT'S PROPOSAL
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
�XjIIBIT 2
�G
orric
Orrick, Herrington & Sutcliffe LLP
405 Howard Street
San Francisco, CA 94105-2669
400 Capitol Mall, Suite 3000
Sacramento, CA 95814-4497
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 City 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 than
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 icooper(a)orrick.com.
Sincerely,
Justin Cooper
Partner
Orrick, Herrington & Sutcliffe LLP
ORRICK, HERRINGTON & SUTCLIFFE LLP
EXHIBIT 2
REQUEST FOR PROPOSALS FOR BOND COUNSEL FOR AFFORDABLE HOUSING
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 perform 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 available
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
ORRICK, HERRINGTON & SUTCLIFFE LLP SOQ P. 1
EXHIBIT 2
REQUEST FOR PROPOSALS FOR BOND COUNSEL FOR AFFORDABLE HOUSING
laws are available to increase the speed, accuracy, and the innovative quality of our delivery of legal services to
the Authority. Orrick has developed numerous innovative techniques, such as multi -modal variable rate demand
bonds, swaps, and various credit support mechanisms, and has drafted tax legislation providing the legal basis
for greater flexibility in an issuer's financing options.
The Authority will receive, in all respects, top -priority attention from the attorneys assigned to the Project. Our
team -based, phased approach mitigates unexpected schedule conflicts and ensures adequate coverage of
important milestones in the financing by skilled, knowledgeable, and competent members of the team who are
familiar with all aspects of the transaction. Furthermore, we envision a collaborative effort with the Authority and
the other professionals involved in the Project. To that end, we anticipate regular calls or video conference calls
with members of the Authority team and other professionals at each step and frequent check -ins with members
of the Authority team as we progress through the Project.
We believe that the depth of experience Orrick would bring, including the specific experience of the team
members, previous experience with the Authority, as well as the unmatched resources of the firm, will ensure that
the firm is always well -prepared to answer any and all questions and confer with the Authority's team on strategy,
structure, and documentation throughout the course of the scope of work.
c. Agreement Statement
Proposal shall include a statement outlining your concurrence or reference to concerns previously
submitted with any and all provisions as contained in EXHIBIT II — Sample Agreement of this RFP (if
any).
Regarding Section 6 - Insurance: Orrick meets the insurance limit requirements. However, a third party cannot
be named as additional insured on our professional liability policy.
Regarding the Indemnification language in Sections 7 and 8: We propose to replace this with the
indemnification language we negotiated with the Authority in our previous contract, as follows:
Consultant agrees to indemnify and hold the Authority harmless from and against any and all third
party claims, suits and actions, and all associated damages, settlements, losses, liabilities, costs, and
expenses, including without limitation reasonable attorneys' fees, to the extent finally determined to
have resulted from Consultant's negligent performance of the services set forth in this Agreement.
Notwithstanding the foregoing, nothing herein shall (i) serve to expand Consultant's scope of
professional responsibilities as set forth in the laws and canons of ethics, (ii) extend any statute of
limitations governing any claim arising from Consultant's acts or omissions, or (iii) waive any claims or
defenses that Consultant may have against the Authority or any other party.
d. Firm and Team Experience
Proposal shall include a profile of the firm's experience including the following:
i. A general description of the firm, including the number of years providing bond counsel services,
and size and number of employees working directly with the City on this agreement.
Orrick was founded in 1863 and is today among the nation's leading law firms with over 1,200 attorneys in 25
offices around the world serving domestic and international clients, including numerous governmental entities,
universities, charitable and public service organizations, major industrial and financial corporations,
commercial and investment banks, developers, and high-technology companies.
Orrick has been ranked the No. 1 Bond Counsel and No.1 Disclosure Counsel law firm in the country for the
last 25 years based on total volume of financings. The firm consistently issues a greater volume of bonds than
any other public finance firm in the nation. With more than 75 lawyers practicing public finance, Orrick is the
best-known, most widely respected and most experienced bond counsel firm in the country — maintaining a
substantial public finance practice for over 100 years.
Orrick partner Justin Cooper will serve as the team lead and primary contact for the Authority. He has been
practicing in the area of multifamily housing for more than 20 years and is chair of Orrick's housing finance
practice group. Justin will be assisted by Marc Bauer (Partner) and Lauren Herrera (Senior Associate). Rich
Moore (Tax Partner) and Barbara Jane League (Tax Partner) will provide assistance with respect to tax
matters. Other members of the firm's housing finance group will be available as needed.
Please see Exhibit A for full attorney resumes.
ORRICK, HERRINGTON & SUTCLIFFE LLP Soo p. 2
EXHIBIT 2
REQUEST FOR PROPOSALS FOR BOND COUNSEL FOR AFFORDABLE HOUSING
ii. Distinguishing characteristics, skills, and areas of strength.
Bond Counsel Services. For each year in this century and for over a decade "f �^lL4 National
prior, Orrick has been the leading bond counsel firm in the country in total L
volume of financings. In 2024, we were ranked number one as bond counsel Bond Counsel Rankings
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 1 P.4% Market Share
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%.
l Disclosure Counsel Services. Orrick has been ranked number one in total
2024 Nationavolume as disclosure counsel nearly every vear since such rankinns henan.
❑isclosure Counsel Rankings We were ranked number one as disclosure counsel in the country by Refinitiv
�l (now LSEG), with our team serving as disclosure counsel on 121 transactions
'It $28.61 bn aggregating more than $28.61 billion (representing a national market share of
5.2% Market Share 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: jcooper@orrick.com
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 guidance. Our commitment to excellence and innovative
solutions positions us as the ideal partner to navigate the challenges 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.
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), our implementation plan involves a phased, team -based
approach to manage the work effectively.With each engagement, we would immediately reach out to SAHA
ORRICK, HERRINGTON & SUTCLIFFE LLP Soo p. 3
EXHIBIT 2
REQUEST FOR PROPOSALS FOR BOND COUNSEL FOR AFFORDABLE HOUSING
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 advance 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.
ORRICK, HERRINGTON & SUTCLIFFE LLP Soo p. 4
EXHIBIT 2
EXHIBIT C
CONSULTANT'S FEE PROPOSAL
(including hourly rates if applicable)
Section
roposal
EXHIBIT 2
REQUEST FOR PROPOSALS FOR BOND COUNSEL FOR AFFORDABLE HOUSING
Cost Proposal
All Proposers are required to submit a fixed rate fee and budget with their Cost Proposal. Pricing
instructions should be clearly defined to ensure fees proposed can be compared and evaluated. Cost
Proposal must include a payment schedule if applicable. City reserves the right to negotiate
compensation and/or payment schedule prior to award of any resulting agreement.
If providing hourly rate sheets, Proposer shall not include rate ranges or averages.
The City shall not provide reimbursement for travel -related expenses, mileage, parking, lodging, meals,
incidental fees, insurance, freight/shipping and handling/delivery, and any other business expenses,
supplies and materials related to providing services as specified herein. Additional costs will not be
considered and will not be reimbursed by the City, therefore, such costs must be absorbed in
Proposer's cost proposal fee structure. Any language related to travel reimbursement shall be stricken
from the document by the City and if not stricken, shall be deemed invalid.
Our objective is to become your preferred bond counsel on a long-term basis. To that end, we will establish and
adjust our fees as needed to make our services attractive to you. We have found in the past that our most
satisfactory fee arrangements take into account not only transaction sizes, but also complexity. For example, a
private placement with no trustee and no offering document typically requires considerably less bond counsel
time than a public offering with a trustee, underwriter, remarketing agent, and one or more credit enhancers.
Investment agreements, swaps, and other features may add further complexity.
Consistent with the majority of our work in the affordable housing sector, we would expect our fees for our work
on behalf of the Authority to be determined on a fixed -fee basis or similar arrangement for each project or matter
for which we are engaged. This approach provides the Authority with certainty with respect to the project budget
at the commencement of the project financing or matter. Bond counsel fees for bond financings involving
exempt -facility bonds and low-income housing tax credits typically range, consistent with market practice,
between $60,000 and $90,000 per transaction. Bond counsel fees for public offerings of bonds issued to finance
middle -income housing — typically structured as "501(c)(3) bonds" or "governmental bonds" — usually range
between $125,000 and $250,000.
Our fees for each financing will be payable solely from bond proceeds and other funds made available in
connection with each issuance of bonds. We would also be pleased to discuss arrangements for non -
transactional, advisory work with the Authority and we would be willing to agree to perform such bond counsel
services at a discounted, blended rate of $795/hour during the term of the contract.
In our role as bond counsel, we would not expect to be responsible for the preparation of the Official Statement,
but rather would expect that the financial advisor, disclosure counsel or underwriter's counsel would have such
responsibility. We would expect to participate in developing the description of the terms of the securities that is
normally found in the forepart of an Official Statement and would provide a summary of legal documents for
inclusion in the Official Statement. Unless we were separately hired as disclosure counsel, our engagement
would not include our providing any due diligence on the Official Statement nor providing any standard 10b-5"
opinion.
ORRICK, HERRINGTON & SUTCLIFFE LLP Cost Proposal p. 1