COLORADO HOUSING AND 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 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.

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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 “” 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;

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(2) Multifamily Bond Counsel, Tax Counsel and Disclosure Counsel; and (3) Conduit Bond, Tax and Disclosure Counsel (including small issues/, 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.

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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. Specifically indicate in your Cover Letter whether your firm is proposing to be considered for Bond, Tax and/or Disclosure Counsel in connection with Single Family, Multifamily, Business Finance and/or Conduit Transactions. • Answers to all questions in sequential order as described on Appendix B to this RFP. If a particular question is not applicable to your proposal, answer “N/A.”

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• Include a completed Diversity Questionnaire attached as Appendix C to this RFP. • Respondents should tailor answers to the role being sought, e.g. bond and tax counsel and/or disclosure counsel and program representations, e.g. single family, multifamily, and/or conduit transactions. • Additional information supporting your responses should be included as an Exhibit and does not count towards the 12-page limit.

Additional Conditions

1. CHFA and the selected firm(s) will enter into an engagement agreement, describing the terms and conditions of the services to be performed, including compensation.

2. All submitted proposals become the sole and exclusive property of CHFA.

3. CHFA is a Political Subdivision of the State of Colorado, and, therefore, is subject to the Colorado Open Records Act (C.R.S. 24-72-200.1 et. seq.) (CORA). Responders to this RFP (each a “Respondent”) acknowledge and agree that the response to the RFP and any other related materials submitted to CHFA are not considered confidential or proprietary information or trade secrets and may be released for public inspection in accordance with CORA. Respondents that wish to protect specific fee information from public disclosure must make a written request that that information be kept confidential at the time of submission, specifically and conspicuously identify any such fee information, and separate such fee information from other portions of the proposal in a separate Exhibit. The burden is solely on the Respondent to take such actions as it deems necessary and appropriate to exclude any confidential or proprietary information or trade secrets from its RFP response and related materials. Each Respondent agrees to reimburse CHFA for, and to indemnify, defend, and hold harmless CHFA, its officers, fiduciaries, employees and agents from and against: (1) any and all claims, damages, losses, liabilities, suits, judgments, fines, penalties, costs, and expenses, including without limitation, attorneys’ fees, expenses, and court costs of any nature whatsoever (collectively, the “Claims”) arising from or relating to CHFA’s non-disclosure of any portions of the response or other materials designated by the Respondent as trade secrets, privileged information, or other confidential commercial or financial data; and (2) any and all Claims arising from or relating to CHFA’s public disclosure of any such designated portions of a response or other materials submitted by the Respondent related to this RFP.

4. CHFA is subject to C.R.S. 8-17.5-102, which provides that, unless there is an applicable exclusion, Colorado state agencies and political subdivisions may not enter into, or renew, a contract for services (labor, time or effort, not involving a specific product) with a contractor who knowingly employs or contracts with an illegal alien to perform work under the contract or who knowingly contracts with a subcontractor who knowingly employs or contracts with an illegal alien. Therefore, if a contract is a public contract for services, the vendor must certify that the vendor does not knowingly employ or contract with an illegal alien; and that the vendor participates in either the Department of Homeland Security/Social Security Administration E-Verify Program or the State of Colorado Department of Labor and Employment Program. Further, there are required

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contract provisions relating to the vendor’s agreement to not knowingly employ or contract with any illegal aliens.

5. During the evaluation and selection process, CHFA may request additional information or clarifications from responders. At its discretion, CHFA may request certain responders to make presentations in person.

6. CHFA shall not be liable for any expenses, including travel expenses related to preparation of the proposal, any due diligence by the responder and/or CHFA, and the contract negotiation process.

7. This RFP and the resulting contract shall be governed by the laws of the State and venue for any actions shall lie exclusively in Denver, Colorado. By submitting a response to this RFP, Respondent irrevocably submits to the exclusive personal jurisdiction of the courts located in the City and County of Denver.

8. Written approval from CHFA must be obtained for any media releases regarding an award of the contract by CHFA.

9. By submitting a proposal, Respondent agrees to waive any claim(s) it has or may have against CHFA and/or any of the current or former CHFA directors, officers, board members, employees, or agents arising out of or in connection with (1) the administration, evaluation, or recommendation of any proposal (2) waiver of any requirement under this RFP, (3) acceptance or rejection of any proposal, and (4) award of the contract.

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Appendix A

Detailed Scope of Services

1. Bond and Tax Counsel a. Advise and assist CHFA in developing and structuring procedures to issue tax-exempt and taxable bonds, mortgage revenue bonds, mortgage credit certificates, and any and all other debt obligations issued by CHFA in accordance with applicable laws, customs, and practices governing the issuance of CHFA debt, including but not limited to opinions on tax matters pertaining to use of proceeds of bonds, ability to refund previous bond issues, mortgage credit certificates, tax exemptions, arbitrage and compliance, private activity use, and alternative financing vehicles. b. Provide an objective legal opinion with respect to the validity and security of any debt obligations and whether and to what extent interest on the obligations is exempt from income and other taxation under federal and/or state laws and regulations. c. Examine applicable law, prepare authorizing documents, consult with parties to the transaction, review proceedings and perform additional duties as necessary to render an opinion. d. Prepare legal documents for the financing process, including closing documents and transcripts. e. Provide legal advice regarding the Internal Revenue Code as it applies to CHFA’s bond financing activities and to the programs or projects funded with the proceeds of bonds (particularly with respect to the structure of proposed new issues of bonds, the integration of bond proceeds with CHFA funds or other external funds) and the structure and operation of new and existing programs relating to such bonds. f. Develop legal documentation for tax opinions on exemptions, redemption notices, notices of sale, resolutions of issuing officers, opinions on the sale, and other documents as related to bond activities. g. Advise and provide opinions on issues pertaining to the use of private activity bond allocations and tax- exempt vehicles, such as 501(c)(3) status. h. Provide opinions on the use and execution of general obligation bonds, revenue bonds, single and multifamily revenue bonds, revenue anticipation notes, defeasances, current and advance refunding, , and other alternative debt vehicles. i. Provide continuing advice regarding any actions necessary to ensure that bond interest continues to be tax-exempt. j. Participate, when requested, in activities associated with rating agency and/or bond insurer reviews. k. Offer continuing legal advice and counsel, as needed, on issues related to the sale and the administration of CHFA obligations.

2. Disclosure Counsel a. Prepare preliminary official statements and official statements for the sale of CHFA’s bonds, advise and assist CHFA to assure that the information contained in the official statements is accurate and complete in all material respects. b. Render to CHFA (and underwriters as requested) a 10(b)-5 opinion as to no material misstatements in preliminary official statements and official statements. c. Prepare and file all documents and materials necessary to comply with all applicable “continuing disclosure” requirements for transactions and coordinating activities with underwriters’ counsel, if any. d. Advise on disclosure matters with regard to CHFA’s debt issuance. e. Advise on matters of material event disclosures and related matters regarding secondary market disclosure. f. Advise on changes in Federal and State legislation and regulation involving disclosure matters applicable to CHFA.

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Appendix B

RFP Questions

A. Firm Information and Experience

1. What is the name, address, phone number and email address for the firm’s primary contact person? If you are proposing to work in multiple areas, e.g. single-family, multi-family, conduit, please provide such contact information for the primary contact person in each such area. 2. Provide a brief description of your firm, its history and main areas of practice. Indicate the total number of attorneys and the number of attorneys available to CHFA. 3. Describe your firm’s presence in Colorado, if any. This may include information on the number of offices your firm maintains in Colorado, the location of such offices, the number of Colorado residents employed in those offices, etc. Also include any participation by your firm in any civic or other non-profit activities, including any charitable contributions that your firm made in Colorado over the last five (5) years. 4. What statewide issuer(s) (including Colorado issuers, if any) have you worked with in the past 3 years? Please provide detail on the size and type of transactions. This list can be presented in the Exhibit section and does not count toward page limits. Your response to this question may be combined with your response to question C.14. 5. Provide the names and a brief summary of the legal background of all individual lawyers who would be assigned to work with CHFA (the “CHFA Team”). Please indicate their primary areas of responsibility and the percentage of time they would be available to assist CHFA. 6. CHFA strongly values diversity and inclusiveness among our customers, employees, vendors and partners. Describe your firm’s efforts and activities to promote diversity and inclusiveness and please complete the Diversity Questionnaire attached hereto as Appendix C. (The Questionnaire does not count towards the 12-page limit). Instructions for completing the Questionnaire and definitions are set forth in Appendix C. We will be periodically reviewing each selected firm’s proposal regarding diversity and inclusiveness, including composition of the CHFA Team, to insure continued compliance with these principals. 7. Disclose any material assignments, relationships or other employment that your firm or any employee of your firm has had with any financial advisory firms, investment banking firms or law firms, governmental entities, institutional or private mortgage lenders, builders, developers or general contractors or other persons or entities that may create a conflict of interest or the appearance of a conflict of interest in serving as counsel to CHFA. Discuss any measures that are either in place at your firm or would be taken to identify, disclose and resolve any possible conflicts of interest. 8. Discuss any pending investigations by the Securities and Exchange Commission, the Internal Revenue Service or any other regulatory body or court (local, state or federal) regarding the conduct of your firm, the firm’s management or any individuals assigned to work with CHFA which might affect your ability to deliver legal services described in this RFP. Discuss any such investigation that has occurred during the past three years.

B. Process Management and Administration 9. What tools does your firm use to maintain efficient document management? Do you establish intranets or other process and document-sharing portals to maintain visibility with your clients? 10. Describe your experience using DocuSign or comparable electronic signature platforms for closing documents.

C. Housing Finance Experience 11. Discuss your firm’s Housing Finance team including general experience and capabilities with both tax exempt and taxable issuances for single family and/or multifamily transactions and tax issues related to housing issues. Provide a level of depth to your explanation to help us ascertain your firm’s strength in handling these transactions. 12. Identify the members of your team who will manage CHFA financings on a day-to-day basis. Provide relevant background information (including any demographic diversity attributes) and roles and responsibilities for these

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Appendix B

RFP Questions

individuals, including percentage of time each member currently spends on housing transactions. Explain any changes, including additions and departures, of housing team staff over the past 2 years. 13. Provide a listing of your state housing finance agency (HFA) clients (including the principal contact person for each client), noting whether you provide bond counsel, tax counsel or disclosure counsel services. Please provide detail on the size and type of transactions. Please include 3 HFA references, including their contact information. 14. List all state HFA bond issues in which your firm served as counsel over the past 2 years including the size and type of issue. Indicate your role for each transaction (bond counsel, tax counsel, disclosure counsel, borrower counsel, other). This list can be presented in the Exhibit section and does not count toward page limits. 15. Indicate your experience with Federal and State tax credit programs, including but not limited to, low-income housing tax credits, historic tax credits, new market tax credits and state housing tax credits. 16. Describe specific contributions or innovations your firm has made to those HFA clients since your appointment as counsel. If your firm does not presently represent any HFAs, please describe specific contributions or innovations your firm has made during the past 2 years for another issuer and how we should compare it to HFA-type transactions.

D. Public Finance Experience 17. Indicate whether your firm or attorneys in your firm are listed in the most recent edition of The Bond Buyer’s Municipal Marketplace, commonly referred to as the “Red Book.” 18. Describe your firm’s experience and capabilities with interest rate exchange agreements, forward purchase agreements and other derivative structures. Discuss any federal tax and state law issues that CHFA should be mindful of in evaluating derivative structures in its financings. 19. Describe your firm’s experience with hedged bond transactions, including the identification and certification of tax-exempt hedge transactions under Treas. Reg. Section 1.148-4(h)(2), et. seq. 20. Describe your firm’s experience in providing advice regarding compliance with appropriate state and federal disclosure laws. 21. Provide a summary of the key strengths and qualifications of your firm to serve as Bond Counsel to CHFA.

E. Fee Structure 22. Explain how your firm will ensure that the workload will be effectively managed to ensure the lowest cost (examples: how will you manage quick and timely resolutions to reduce unnecessary hours; how will you utilize associates, paralegals and legal assistants to minimize costs, etc.). 23. Provide a schedule showing the standard hourly rates for attorneys (both partners and associates, by name or class), legal assistants, case or clerical assistants, librarians and research specialists, and any other hourly billers in your firm proposed to be involved in this representation. This schedule can be presented in the Exhibit section and does not count toward page limits. 24. What rate concessions are you willing to make with respect to hourly rate billing from the most senior to junior personnel, and are you willing to freeze your rates through the initial term of this engagement? 25. Our goal is to diminish the billing of “soft” time as general matters, including unnecessary intra-office conferences and correspondence. What steps can your firm take to diminish these expenses for CHFA (e.g. bringing a new lawyer up to speed)? 26. Describe the type of management systems presently employed, both internally and with other clients, to ensure the optimal utilization of your firm’s personnel and to avoid cost overruns.

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Appendix B

RFP Questions

27. When there were changes in matters that impacted projected transaction budgets, describe how and when you communicated those changes to the client. Also describe what proactive steps you took to minimize or contain legal costs. 28. How do you handle billing for informal discussions and consultation with in-house counsel in the course of the matter? Are you willing to support CHFA’s marketing efforts in preliminary meetings/conference with potential CHFA clients? 29. Identify and provide for alternate fee billing arrangements for bond transactions (including conduit transactions if applicable) based on scope and size of offering.1 30. Provide examples of such alternative fee arrangements you have used in the past with other issuers, if any. 31. Provide a fixed fee for mini-bond transactions (transactions less than $4-$5 million). 32. Please tell us if your firm expects to be paid on transactions that do not close and if so, how you have handled such payments in the past. 33. Provide any leveraged pricing alternatives (such as tiered pricing, incentives, rebates, etc.). 34. Do you have experience with contingent or results-oriented billing arrangements? If so, please provide a brief description of the nature of engagements where you successfully used these arrangements in the context of work you might perform for CHFA. 35. Provide any additional information which enhances the value of your proposal. For example, do you include monthly no-charge counseling hours in your proposal, are travel time and expenses included in your proposal, etc? Are you willing to forego charging for expenses such as photocopying?

1 CHFA encourages you to be creative in your suggestions of alternative fee/billing arrangements. We believe that joint effort on the part of CHFA and our law firms is critical in determining an appropriate and fair fee arrangement different from the traditional hourly rate. If your firm is not interested in alternative fee arrangements, indicate N/A.

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Appendix C

Diversity Questionnaire

Instructions

1. Only numerical data should be entered in charts. When completing charges, please enter “0” where the number is zero. Please enter “N/A” if the question is not applicable to your firm. 2. Unless otherwise stated, all answers should reflect U.S. lawyers only. Do not include temporary or contract attorneys in your responses. 3. The information you provide should be correct as of December 31, 2016. Please note any material differences in the information since December 31, 2016. 4. Where a lawyer fits more than one diversity category, that lawyer may be counted in all applicable categories (e.g., an African-American female, disabled lawyer may be counted as a minority lawyer, a female lawyer and a disabled lawyer). 5. For purposes of this survey, “diversity” is defined as race/ethnicity, gender, LGBT status, and disability status. 6. For purposes of this survey, “minorities” are defined as” those whose race is other than White/Caucasian and include the following categories designated by the Equal Employment Opportunity Commission: African- American/Black (not Hispanic/Latino); Hispanic/Latino; Alaska Native/American Indian; Asian; Native Hawaiian/Other Pacific Islander; and Multiracial (those who identify with two or more of the above races). PLEASE NOTE: no attorney can be counted in more than one minority category. 7. “Equity partner” receives a Form K-1 tax form from their law firm and receives no more than half their compensation on a basis. “Non-equity partner” receives more than half their compensation on a fixed basis, though they may have voting rights in firm matters. 8. “Counsel” means a lawyer knows as of course, senior counsel, or special counsel, or senior attorney and is neither an associate, nor a partner. He/she is a permanent salaried employee of the firm and not a temporary or contract attorney. 9. “Other lawyer” means a lawyer who is not a counsel, associate or partner. He/she is a permanent salaried employee of the firm and not a temporary or contract attorney. 10. “Lead lawyer” means having the primary role and responsibility for directing the firm’s work for the client on a particular matter or matters. 11. “Reduced Hours Schedule” means the schedule of a lawyer who works less than full-time hours and remains eligible for partnership, including equity partnership. 12. “Minority-owned firm” means a firm that is at least 51 percent owned, operated and controlled by minority group members, as described in the above definition of “minorities.” 13. “LGBT-owned firm” means a firm that is at least 51 percent owned, operated and controlled by individuals who are self-identified as LGBT. 14. “Women-owned firm” means a firm that is at least 51 percent owned, operated and controlled by women. 15. “Disabled-owned firm” means a firm that is at least 51 percent owned, operated and controlled by one or more individuals with disabilities.

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QUESTIONNAIRE:

1. Firm Name: 2. Head of Firm/CEO/Firm-wide Managing Partner: 3. Date of Survey Completion: 4. Survey Contact Name: Title: Email: 5. Total number of lawyers firm-wide, as of December 31, 20 : 6. Total number of U.S. lawyers, as of December 31, 20 :

6A. Based on your answer to Question 6, please check the size category that fits your firm:  Sole Practitioner – 1 attorney  Small Firm – 2-20 attorneys  Medium Firm – 21 to 100 attorneys  Large Firm – 101-300 attorneys  Big Firm – 301+ attorneys 7. Is your firm women-owned, minority-owned, disabled-owned or LGBT-owned?  Yes  No

7A. If yes, what is the category of ownership?

7B. If yes, is the firm certified?

7C. Please name the certifying entity:

8. Please provide your firm’s demographic profile for all U.S. offices on December 31, 2016 (numbers only).

Overall Firm Demographics

Equity Partners Non-Equity Partners Associates Counsel Other Lawyers Totals American Indian/Alaska Native African American Asian Hispanic/Latino Multiracial White LGBT Disabled

9. Please provide your firm’s demographic profile for all U.S. offices on December 31, 2016. (numbers only).

Overall Firm Demographics

Equity Partners Non-Equity Partners Associates Counsel Other Lawyers Totals Women Men

10. Please identify your firm’s demographic profile for lawyers in leadership positions in 2016 . If your firm does not have such positions, indicate with a “N/A” (not applicable). The information requested here might not be applicable to smaller firms.

Firm Leadership/Management Demographic Profile

Total Minority Minority Male White Female White Male LGBT Disabled Female Number of attorneys who serve on the highest governance committee of the firm Number of lawyers who lead offices Number of lawyers who lead Firm-wide practice groups or departments Number of lawyers who lead local office practice groups or departments. Number of lawyers who lead Firm-wide committees Number of attorneys on the Partner Review Committee or the equivalent Number of lawyers who serve on the Firm-wide compensation committee Number of hiring partners or equivalent

11. Please identify the demographic profile of “Homegrown Partners” in the past year, ” i.e., those associates in all U.S. offices who were promoted to partner in 2016. 2016—Number of Promotions from Associate to Partner.

Promoted

Equity Partners Non-Equity Partners Associates Counsel Other Lawyers Totals American Indian/Alaska Native African American Asian Hispanic/Latino Multiracial White LGBT Disabled

12. Please identify the demographic profile of “Homegrown Partners” in the past year, ” i.e., those associates in all U.S. offices who were promoted to partner in 2016. 2016—Number of Promotions from Associate to Partner. Promoted

Equity Partners Non-Equity Partners Associates Counsel Other Lawyers Totals Women Men

13. Please identify the number of lawyers who left the firm in 2016. 2016 Attrition Lawyers who left the firm (include voluntary and involuntary)

Outgoing Lawyers

Equity Partners Non-Equity Partners Associates Counsel Other Lawyers Totals American Indian/Alaska Native African American Asian Hispanic/Latino Multiracial White LGBT Disabled

14.Please identify the number of lawyers who left the firm in 2016. 2016 Attrition Lawyers who left the firm (include voluntary and involuntary) Outgoing Lawyers

Equity Partners Non-Equity Partners Associates Counsel Other Lawyers Totals Women Men

15. Please identify the number of lawyers who joined the firm in 2016. 2016 Hires.

2016 Hires Equity Partners Non- Associates Counsel Other Lawyers Totals Equity Pt American Indian/Alaska Native African American Asian Hispanic/Latino Multiracial LGBT Disabled

16. Please identify the number of lawyers who joined the firm in 2016. 2016 Hires. 2016 Hires

Equity Partners Non-Equity Partners Associates Counsel Other Lawyers Totals Women Men

17. Please identify the number of lawyers who worked a reduced hours schedule in 2016

Lawyers Working Reduced Hours Schedule

Non- Equity Partners Associates Counsel Other lawyers Totals Equity Men P Women Minorities LGBT Disabled

18. Please provide the demographics of the top 10% highest compensated partners in the firm. The information requested in this question might not be applicable to smaller firms.

Men Women American Indian/Alaska Native African American Asian Hispanic/Latino Multiracial White LGBT Disabled TOTALS

19. Please provide the demographics of the top 10% highest compensated partners in the firm. The information requested in this question might not be applicable to smaller firms.

Women Men