Request for Proposal (Rfp)
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COLORADO HOUSING AND FINANCE AUTHORITY REQUEST FOR PROPOSAL (RFP) COLORADO HOUSING AND FINANCE AUTHORITY PO Box 60 DENVER, CO 80201 REQUEST FOR PROPOSAL BOND, TAX AND DISCLOSURE COUNSEL SERVICES POSTED: July 10, 2017 PROPOSALS DUE: August 4, 2017 Colorado Housing and Finance Authority (“CHFA”) is a body corporate and political subdivision of the State of Colorado, established by the Colorado General Assembly for the purpose of increasing the supply of decent, safe and sanitary housing for low and moderate income families; and to promote sound economic development by supporting business enterprises. More information on CHFA may be found at the CHFA website, www.chfainfo.com. Background In order to achieve its authorized purposes, CHFA raises funds through the public and private sale of bonds and notes, which are not obligations of the State. CHFA currently operates both qualified (tax-exempt) and non-qualified (taxable) single-family mortgage programs and various multi-family rental and business finance programs. CHFA is governed by a Board of Directors and is authorized to issue its bonds, notes and other obligations to achieve its purposes including those authorized under the Colorado Housing and Finance Authority Act, being Part 7 of Article 4 of Title 29 of the Colorado Revised Statutes, as amended (the “Act”) and the Supplemental Public Securities Act, being Part 2 of Article 57 of Title 11 of the Colorado Revised Statutes. CHFA receives no financial support from the State and its net revenues are reinvested in its programs and used to support bond ratings. Scope of Services CHFA is seeking proposals from qualified law firms to provide representation on an as-needed basis related to the structuring, issuance and post-issuance management of taxable or tax-exempt debt for our single family, multifamily and conduit bond programs. A brief overview of such programs is outlined below. Single Family. Under its single family mortgage programs, CHFA may make mortgage loans for single family residential dwellings directly to individual borrowers or purchase such mortgage loans from qualified originating mortgage lenders. 1 Colorado Housing and Finance Authority CHFA presently operates both qualified and non-qualified programs. A significant number of CHFA’s single family mortgage programs include down payment assistance in the form of grants or second mortgages to borrowers. Multifamily. CHFA’s multifamily lending programs provide new construction, acquisition and rehabilitation, and permanent financing for affordable rental housing properties. The properties are often supported by participation in the Low Income Housing Tax Credit Program, operated pursuant to Section 42 of the Internal Revenue Code (the “LIHTC Program”) and may be supported by federal subsidy programs such as Section 8 of the United States Housing Act of 1937, as amended, Rural Development programs or various federal insurance or credit enhancement programs, including the U.S. Department of Housing and Urban Development (“HUD”) 542(c) Risk Sharing Program. Business Finance. CHFA originates insured and uninsured loans as part of its direct business loan programs. These business loans must meet certain economic development or job creation/retention objectives under the Act and are generally made to small and moderate size Colorado businesses to provide long-term, fixed rate financing for real estate. Conduit Debt Obligations. CHFA also issues conduit bonds, the proceeds of which are made available to various developers and corporations for rental housing and commercial purposes. These bonds are payable solely from project- related revenues received by the bond trustees and the faith and credit of CHFA is not pledged for the payment of the principal or interest on these bonds. In addition to housing bonds, these transactions include 501(c)(3) issues, Industrial Development Bonds and conduit bond issues under $4,000,000 under the CHFA “Minibond” program. Please see Appendix A for a more detailed Scope of Services for Bond, Tax, and Disclosure Counsel. Term of Service CHFA intends to enter into a three-year relationship with the selected firm(s). This three-year term would be subject to satisfactory performance and CHFA will have the sole option to extend the relationship for up to two (2) additional one (1) year periods. CHFA reserves the right, at its sole discretion, to end the term of service or change the status and role for any firm selected pursuant to this RFP, at any time prior to the expiration of the stated term of service and to add firms not initially selected pursuant to this RFP to its legal team at any time during the stated term of service. CHFA cannot guarantee bonds will be issued during the engagement period or that any specified amount of transactions will occur. Proposal Requirements Services of bond counsel, tax counsel and disclosure counsel for CHFA will entail expertise and proficiency in all aspects of complex and technical rental and single family housing bond financing, real estate, federal housing programs (including the federal tax credit program), security and tax compliance issues that may arise in the context of design, structure, operation and administration of single family and project and/or residential rental portfolio financings and restructurings. Financings may be done within parity or standalone indentures. CHFA will be selecting any and all of the following: (1) Single Family Bond Counsel, Tax Counsel, and Disclosure Counsel; 2 Colorado Housing and Finance Authority (2) Multifamily Bond Counsel, Tax Counsel and Disclosure Counsel; and (3) Conduit Bond, Tax and Disclosure Counsel (including small issues/minibonds, 501(c)(3) and Industrial Development transactions). Firms with a depth of experience on housing finance authority bond transactions and Colorado-based firms are encouraged to respond. Firms may be selected to serve in one or more roles and more than one firm may be selected. We anticipate that firms proposing to serve as bond counsel will also serve as tax counsel. Firms must submit their own proposal in connection with the roles they propose to serve. Firms may not submit combined proposals with other firms, however, CHFA reserves the right to make a supplemental request for firms to combine proposals based on our initial review. All firms applying are required to answer the questions set forth in Appendix B and Appendix C to this RFP. CHFA’s General Counsel will administer any engagement that results from this solicitation. CHFA will consider all of the following criteria in evaluating the proposals: • Depth of experience on parity and standalone bond transactions for state housing finance agencies; • Tax counsel expertise on housing issues; • Firm’s utilization of state-of-the-art technology, including electronic document management; • Depth of firm’s resources (financial and human); • Colorado presence and/or support for Colorado and our local communities; • Demonstrated commitment to diversity and inclusion practices, including diverse designated members of the transaction legal team; • Reference and interview responses; • Projected transaction costs and fee structure; • Conflicts or potential conflicts; and • Quality and thoroughness of RFP response. CHFA reserves the right to reject any and all proposals after reviewing all responses to this RFP. CHFA is not required by law to conduct this RFP and reserves the right to cancel or withdraw this RFP at any time and for any reason. In addition, CHFA reserves the right to negotiate the terms of the responses with any respondent prior to commencing services and to negotiate with other respondents if negotiations are not concluded with any selected respondent(s). CHFA expects to select one or more firms for engagement. Engagement of a firm does not guarantee a firm any percentage or other allocation of business from CHFA. CHFA will allocate its business to firms as determined necessary and appropriate. Each approved firm will execute an engagement agreement satisfactory to CHFA and will agree that it will comply with the provisions of Colorado Revised Statutes applicable to contracts with CHFA. Additional firms may be engaged from time to time as CHFA’s needs require and such engagement need not be pursuant to this RFP or any other RFP process. 3 Colorado Housing and Finance Authority Submission Requirements Process Timeline: July 10, 2017 through September 22, 2017 Posting of Request for Proposal: July 10, 2017 Deadline for Submitting Questions: July 17, 2017 CHFA Posts Q&A to Website: July 24, 2017 Proposal Submissions Due: August 4, 2017 (Email); August 7 (Printed) Due Diligence with Finalists: September 11 - 21, 2017 Anticipated Decision Date: September 22, 2017 Electronic responses to this request for proposal must be received by CHFA no later than 4:00pm, Mountain Time, on August 4, 2017 and seven (7) printed copies of the proposal no later than 4:00 pm, Mountain Time, on August 7, 2017 at the following temporary address: Colorado Housing and Finance Authority Attn: Heather Schell, Senior Managing Attorney [email protected] 7595 Technology Way, Suite 300 Denver, CO 80237 Requests for additional information and/or questions and requests for clarification must be sent, via email, to [email protected]. All such communications must be received by 4:00pm on July 17, 2017. All questions, as well as responses, will be posted in the Requests for Proposal section of CHFA’s website, www.chfainfo.com/Pages/rfps.aspx. Firms and their representatives should not contact CHFA staff or Board members regarding this RFP after posting other than through the process described above. Firms that are actively working on transactions with CHFA shall refrain from any discussion regarding this RFP until the process is completed. Proposal Document Requirements Proposals are limited to twelve (12) 8.5” x 11” pages in no less than 10-point font (excluding exhibits), 1.15-line spacing with no less than 1” margins. Proposals must be formatted and submitted in the exact form and sequence as follows: • A brief, nor more than 2-page Cover Letter should accompany each proposal and does not count toward the 12-page limit.