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Stradling Yocca Carlson & Rauth LLPStradling Vi 1 I VF L.P% WUII-4 1 Contact ,s DistricbAssessment District sure Counsel Services to P%I �ALIFORNIA March 5. 2025 Brian P Forbath bforbath@stradling law. corn T +1 949 725 4193 .0 Stradling Brian P. Forbath 949 7254193 bforbath()stradlinglaw.com March 5, 2025 VIA EMAIL City of La Quinta Finance Department 78495 Calle Tampico La Quinta, CA 92253 Attention: Rosemary Hallick, Principal Management Analyst Stradling Yocca Carlson & Rauth LLP 660 Newport Center Drive, Suite 1600 Newport Beach, CA 92660-6422 949 725 4000 stradlinglaw.com Re: Request for Qualifications for the City of La Quinta for Community Facilities District/Assessment District Formation and Financing Bond/Disclosure Counsel Services Ladies and Gentlemen: Stradling Yocca Carlson & Rauth LLP (the "Firm"), is pleased to present the enclosed response to the Request for Qualifications for the City of La Quinta (the "City") for Community Facilities District/Assessment District Formation and Financing Bond/Disclosure Counsel Services (the "RFQ"). As outlined in our response to the RFQ, the lead attorneys for the engagement will be Brian Forbath, a senior Partner and the President of the Firm, and Reed Glyer, a Partner at the Firm. Both Messers. Forbath and Glyer are recognized as leading attorneys in land secured financing in California, having worked on hundreds of land secured bond issues, community facilities district formations, annexations and change proceedings, and assessment district formations, especially for California cities. We propose to assign senior, experienced attorneys to the engagement. In addition to Messers. Forbath and Glyer, Nicolas Yeager, a senior Associate, would serve the City on its community facilities district and assessment district formations and bond issues. Carol Lew, head of the Firm's Public Finance Tax Department, and one of the leading tax lawyers in the Country, would be the lead attorney handling any tax -related matters for the City. Other partners and associates are also available as needed by the City to provide the highest level of service to the City. The Firm is one of the most experienced law firms for the formation of, and issuance of bonds by, community facilities districts and assessment districts in California. The Firm (Mr. Forbath and Mr. Glyer in particular) has served as Formation. Bond and Disclosure Counsel for hundreds of community facilities districts, including for several cities in Riverside and San Bernardino Counties, such as Beaumont, Chino, Coachella, Corona, Desert Hot Springs, Fontana. Lake Elsinore, Menifee. Murrieta. Ontario, Riverside, Wildomar and Yucaipa. Moreover, the Firm has served as Formation, Bond and Disclosure Counsel for dozens of assessment districts, including recent transactions for the cities of Newport Beach, Manhattan Beach and Malibu. The Firm also knows the City's City Attorney well and has a strong working relationship with Rutan & Tucker and Mr. Irhke. Additionally, the Firm (and Mr. Forbath, in particular) has extensive knowledge of the unique issues affecting jurisdictions in the Coachella Valley whose electrical power provider is the Imperial Irrigation District ("IID"). Mr. Forbath assisted the City of Indio (''Indio") on pioneering a novel financing structure to finance much needed electrical infrastructure in Indio. Mr. Forbath formed the Indio Electrical Financing Authority (the "IEFA") to issue bonds secured by a surcharge on kilowatt sales of electricity by IID within Indio and successfully negotiated a series of contracts for the IEFA to finance the construction of electrical substitutions improvements to be constructed and operated by IID but owned by the IEFA. The Coachella Valley Energy Commission ("CVEC") is now seeking to replicate this success. Mr. Forbath also represents the County of Riverside with regards to certain CVEC matters. We have reviewed the RFQ in detail and believe that the attached response to the RFQ is comprehensive and complies with the requirements set forth in the RFQ. We are confident that our response demonstrates that we are the most qualified to serve the City for the formation, bond and disclosure counsel services included in the RFQ. Mr. Forbath, the undersigned, has the authority to bind the Firm to the terms of the RFQ. Mr. Forbath's address, phone number and email address are included in the letterhead above. Both Mr. Forbath and Mr. Glyer are based out of the Firm's main office, which is located in Newport Beach, and that office would serve as the primary office for the services that would be provided herein to the City. All information provided in this response to the RFQ is valid for at least ninety (90) days. and we will make sure that any individual who will perform work for the City from the Firm is free of any conflict of interest. Should you have any questions or desire additional information, please contact Brian Forbath at (949) 725-4193. Very truly yours, STRADLING YOCCA CARLSON & RAUTH LLP t Briafi` "Fo ath President 1. FIRM BACKGROUND, QUALIFICATIONS AND EXPERIENCE Firm History and Profile. Stradling Yocca Carlson & Rauth LLP (the "Firm" or "Stradling") was formed in 1975 and has had a municipal finance practice since 1978. With approximately 116 attorneys, the Firm's primary areas of specialization are public finance, public law, tax, general corporate law, corporate securities, real estate. bankruptcy, and litigation. Public finance has remained an important part of the Firm's practice for more than four decades. Forty members of the Firm practice in the areas of public finance and related areas of public law, making the Firm the second largest group of municipal finance attorneys in California. Nineteen partners, three of counsel, eight associates and ten paralegals devote substantially all of their efforts to the Firm's municipal finance practice. One partner and one associate of the Firm restrict their practice exclusively to the tax aspects of public finance, advising clients on the structuring of transactions and representing clients in the event that a transaction is audited by the Internal Revenue Service (the "IRS"). The Firm's public law attorneys devote their time primarily to the representation of the interests of public agencies, including cities. counties, school districts, municipal utilities, and special districts of various kinds throughout California, and to the supplying of legal services in connection with the financings of such agencies. The Firm also serves as City Attorney to various California cities, such as the City of Lancaster. The Firm's public finance practice serves hundreds of clients. The Firm maintains offices in Newport Beach (Primary Office), San Diego. San Francisco, Sacramento, Westlake Village, Santa Barbara, Las Vegas, Reno, Denver, Seattle and Austin. Public finance has remained an important part of the Firm's practice for more than four decades. Background and Public Finance Experience in General. The Firm is a perennial leader in public finance in California. For more than 15 years, the Firm has consistently been ranked among the top Bond Counsel firms in the State, both in terms of dollar volume and number of transactions. Over the past five years. Stradling's California -based attorneys have completed more than 870 transactions as Bond Counsel to cities, counties, school districts, joint powers authorities, special districts and other public agencies, representing over S50.5 billion in principal amount of municipal securities. In 2024, according to Thomson Reuters, we ranked 2nd in California as Bond Counsel based upon par amount of bonds issued, and 1st in California as Disclosure Counsel based upon number of issuances (2nd based upon par amount of bonds issued). The Firm is also highly ranked nationally. The depth and breadth of our experience as Bond Counsel is underscored by our recent history, as set forth below. Stradling Yocca Carlson & Rauth California Bond Counsel Rankings (By Dollar Volume) Year Dollar Volume CA Rankings as (in Millions) Bond Counsel 2024 $11,059 2 2023 8,472 2 2022 6,621 2 2021 14,414 2 2020 11,861 2 Source- Thomson Reuters Our disclosure counsel rankings for California, set forth below. highlight that we are also a consistent leading firm for the delivery of disclosure counsel services to California issuers Stradling Yocca Carlson & Rauth California Disclosure Counsel Rankings (By Dollar Volume) Year Dollar Volume CA Rankings as (in Millions) Disclosure Counsel 2024 S 12,534 20 2023 10,291 20) 2022 8,880 1 2021 16,088 1 2020 14,355 2 �" Ranked No. 1 by number of deals. Source: Thomson Reuters. In each year since 2015, Stradling participated in more bond issuances in California as Bond Counsel, Disclosure Counsel or Underwriter's Counsel than any other law firm. The Firm believes that being involved in so many transactions provides the Firm with a greater breadth of experience and practical ''know how" than any of the Firm's peers. Background and Public Finance Experience with Community Facilities Districts. The Firm is an undisputed leader in land -secured financings, including, in particular, Mello -Roos community facilities district financings. Since 1983, one year after the Mello -Roos Act was enacted, we have acted as Bond Counsel, Disclosure Counsel and Underwriter's Counsel on more than 900 Mello -Roos financings totaling in excess of $15 billion. We believe our ongoing prominence as Formation. Bond and Disclosure Counsel on dozens of community facilities district financings throughout the State in just the past few years gives us a breadth and depth of experience unmatched by any other firm. Since January 1, 2018. the Firm has served as Bond Counsel on 119 Mello -Roos financings totaling nearly $2 billion and as Disclosure Counsel on 140 Mello -Roos financings totaling over $1.7 billion. The Firm has also served as Underwriters Counsel on 104 Mello -Roos financings totaling over $2.3 billion. Expertise with Community Facilities Districts for Master -Planned Communities. We believe that the Firm has been involved in structuring the formation of land -secured districts and financings for more major master -planned communities than any other firm in California. For over 25 years, Mr. Forbath has been involved in several of these large-scale projects, including, but not limited to Irvine Ranch (which led to the development of portions of Irvine, Newport Beach, Tustin and Orange), Rancho Mission Viejo (dozens of community facilities districts within the cities of Mission Viejo, Santa Margarita and San Juan Capistrano and unincorporated areas of the County of Orange, such as Ladera Ranch, Los Flores, Sendero and Essencia), the Irvine Great Park Neighborhoods. (develooment of the former El Toro Marine Base) Summerlin (dozens of bond issues totaling over $1 billion in Summerlin. Nevada), Kukui'ula (first ever community facilities district in Hawaii, planned for over 1,500 residential units), the Sundance Community and Tournament Hills Community in the City of Beaumont (master planned communities) and Los Angeles County's Valencia by FivePoint (planned for over 25.0000 units). Given this breadth of experience, the Firm would is well situated to assist the City in any large scale development within the Vista Santa Rosa area. 2 Specific Thoughts on La Quinta Sphere of Influence and Vista Santa Rosa. We have read the information provided by the City regarding the potential expansion of its sphere of influence, and based on our experience highlighted herein, we believe we are the best qualified Firm to assist the City. As an example, consider the following: given the relatively low percentage of property tax revenue the City would receive in accordance with any annexation agreement with Riverside County, it is likely that the property taxes that it will receive as a result of any new development in the Vista Santa Rosa area will pale in comparison to the costs of providing the associated services. In order to address this imbalance and to protect the City's General Fund, we would recommend that the City negotiate in any development agreement the requirement that the developer(s) annex its property into (i) a public safety community facilities district to pay its fair share cost of providing police and fire protection services to the property and (ii) a maintenance community facilities district to pay its fair share of maintain City infrastructure servicing the property. Background and Public Finance Experience with Assessment Districts. In addition, the Firm is an undisputed leader in Assessment District formations and financings in California. In the early years of the Firm's public finance practice, many of our transactions involved the formation of assessment districts for the various water districts throughout southern California, which laid the groundwork for much of the water distribution systems that lay throughout the region today. Since 2020, the Firm has served as Formation Counsel, Bond Counsel and/or Disclosure Counsel on 12 assessment district transactions totaling over $166.35 million. Specific Thoughts on Undergrounding of Utilities in the City. We have read through the City's Undergrounding Feasibility Study, and reviewed the various funding options discussed therein. Given the desire to underground utilities and assess each affected property owner for their fair share of the costs, we agree that the use of an assessment district is the best approach. Having worked with a wide variety of assessment engineers, including NV5, the Firm is keenly aware of the benefits provided by undergrounding utilities, including safety, reliability of service and improved aesthetics. We served as bond and disclosure counsel for recent assessment district undergroundings for the cities of Newport Beach and Manhattan Beach, and are thus uniquely prepared to assist the assessment engineer in finding the Constitutionally required "special benefit" needed to form the Deist i a and allocate the .,.,.,.,.,,,... entom VWUII�I QIIU QIIVI,QtC felt QJJGJJIIlcI7LJ. Qualifications of Key Personnel. As described in greater detail under "Staffing and Project Organization" below, the Firm proposes to have Brian Forbath, Reed Glyer, Carol Lew and Nick Yeager provide the majority of the services to the City hereunder. A resume for each of these individuals is set forth in Exhibit A hereto. The Firm is not a Subsidiary of a Parent Company. Qualifications Criteria of the Firm. As described in greater detail above and below, we believe that the Firm is the number one law firm in the State in forming both community facilities districts and assessment districts, and in serving as bond and disclosure counsel in connection with any bonds issued in connection therewith. Our substantial experience with land -secured financings, and specifically with land -secured financings in Riverside County, together with our ability to provide any ancillary and related legal services to the City, as needed, separate us from our competitors, and would make us an ideal fit to provide Formation Counsel, Bond Counsel and Disclosure Counsel to the City. 9 2. REFERENCES OF CALIFORNIA GOVENRMENT AGENCIES As part of the Firm's response. Mr. Forbath provides the following five (5) references: City of Beaumont (a) Contact: Jennifer Ustation. Finance Director City of Beaumont 951-572-3236 justation@beaumontca.gov (b) Project Description: Formation of/change proceedings for approximately 20 Community Facilities Districts, Bond and Disclosure Counsel on 30 Community Facilities District financings. (c) Project Dates: From 2017 to present (on -going). (d) Staff Assigned by the Firm: Brian Forbath, Reed Glyer, Nick Yeager, Carol Lew (e) Summary of Final Outcome: Successfully formed and issued bonds for the Community Facilities Districts, in a total amount of approximately $260 million. City of Lake Elsinore (a) Contact: Jason Simpson, City Manager City of Lake Elsinore 951-674-3124 jsimpson@lake-elsinore.org (b) Project Description: Formation of approximately 15 Community Facilities Districts, Bond and Disclosure Counsel on 21 Community Facilities District financings. (c) Project Dates: From 2015 to present (on -going). (d) Staff Assigned by the Firm: Brian Forbath, Lawrence Chan, Carol Lew (e) Summary of Final Outcome: Successfully formed and issued bonds for the Community Facilities Districts, in a total amount of approximately $262 million. City of Menifee a) Contact: Travis Hickey, Chief Financial Officer City of Menifee 951-723-3715 thickey@cityofmenifee.us (b) Project Description: Formation of 10 Community Facilities Districts, Bond and Disclosure Counsel on 10 Community Facilities District financings. (c) Project Dates: From 2022 to present (on -going). (d) Staff Assigned by the Firm: Brian Forbath, Reed Glyer. Lawrence Chan, Carol Lew (e) Summary of Final Outcome: Successfully formed and issued bonds for the Community Facilities Districts, in a total amount of approximately $80 million. City of Indio (a) Contact: Bryan Montgomery. City Manager City of Indio 760-391-4015 bmontgomery@indio.org (b) Project Description: Establishment of Indio Electric Financing Authority and issuance of Revenue Bonds, Series 2023 (c) Project Dates: From 2022 to present (on -going). (d) Staff Assigned by the Firm: Brian Forbath, Carol Lew (e) Summary of Final Outcome: Issuance of $59 million in revenue bonds to finance four new electrical substations. 4 City of Newport Beach (a) Contact: Mike Sinacori, Assistant City Engineer City of Newport Beach 949-644-3342 MSinacori@newportbeachca.gov (b) Project Description. Formation of 6 Assessment Districts, Bond and Disclosure Counsel on 6 Assessment District financings (c) Project Dates: From 2018 to present (on -going) (d) Staff Assigned by the Firm: Brian Forbath, Reed Glyer, Carol Lew (e) Summary of Final Outcome: Formed all 6 Assessment Districts and issued related bonds totaling approximately $36 million 3. FEE PROPOSAL If the Firm is selected to serve as bond counsel in connection with scope of services related to Community Facilities District Formation or Assessment District Formation, we would propose to charge hourly with a not -to -exceed fee of $20,000 for each formation; not -to -exceed Bond Counsel fee of $45,000 for bond issuances $5 million and below; not -to -exceed Bond Counsel fee of $50,000 for Community Facilities District bond issuance above $5 million; not -to -exceed Disclosure Counsel fee of $30,000 that will be discounted to $25,000 if we are also serving as Bond Counsel. For services related to the formation of community facilities districts or assessment districts or matters outside the scope of a traditional bond counsel engagement and matters following the issuance of the Bonds, we would propose to be compensated based on the following hourly rates: $660 per hour for Mr. Forbath, Mr, Glyer, Ms. Lew and other partners, $420 per hour for Mr. Yeager and other associates, and $195 per hour for paralegals. The Firm would also expect to be reimbursed for all reasonable out-of-pocket costs and travel at the City's request in connection with the engagement. 4. LIST OF COMPLEMENTARY SERVICES In addition to our public finance practice the Firm has attorneys who specialize in general public law, corporate law, real property law, employment law, securities litigation, bankruptcy, and corporate taxation. As a result, when serving as Formation, Bond and/or Disclosure Counsel, we are also equipped to provide additional services, as needed, that most of our competitors cannot provide, including: Tax Matters. We believe that the quality of our tax advice separates us from many of the other firms providing bond counsel services in California. The Firm's Public Finance Tax Department is respected on a national level. The Firm's Public Finance Tax Department has regular experience representing public agencies with respect to IRS audits of municipal bonds, and the Firm is well aware of the potential for liability to bondholders and other adverse market consequences if the tax-exempt status of a bond issuance is lost. The Firm works hard to negotiate and clarify liabilities and responsibilities among transaction participants (including underwriters and financial advisors) when a public agency is audited. The Firm directly handles IRS information requests, which can be voluminous. and represents public agencies before the IRS and with respect to appeals and negotiating the terms of settlement or voluntary closing agreements with the IRS. The Firm understands that IRS audits are rarely limited to the matters that are the initial subject of an investigation. The Firm is always prepared to serve its clients no matter hour broad an inquiry becomes. 5 Expertise with SEC and Regulatory Matters. In addition to our work as Bond Counsel and Disclosure Counsel, the Firm has significant experience handling SEC investigations. The Firm, led by Mr. Forbath, represented the City of Beaumont in an SEC investigation that concluded in 2018 with very favorable results for Beaumont. The Firm also provided assistance to the State of California in connection with the State's response to an informal SEC inquiry. Should any SEC or regulatory issues arise, the Firm is uniquely situated to assist the City in responding. On -Going Disclosure Counsel Services. In general, we do not view our Disclosure Counsel engagements as concluded upon the closing of any single financing. The Firm would continue to advise the City on an ongoing basis as to continuing disclosure requirements and compliance (including considering whether "material" event notices are necessary or appropriate), and advising the City on proposed changes in federal securities laws and recent SEC enforcement actions. In addition, we would recommend providing a training in connection with the City's first publicly -sold bond issue after our engagement and at least every other year thereafter. Such trainings cover the application of federal securities laws to the preparation of an official statement (i.e. for new bond issues), ongoing continuing disclosure compliance, and any time the City is "speaking to the market," which can include speeches by public officials and statements made on the County's website and social media. The Firm believes that such presentations are very helpful in providing an overall context to public agency staff who are responsible for providing information to be included in offering documents. We also advise all of our issuer clients to adopt and periodically update disclosure policies and procedures; if selected as Disclosure Counsel, we would prepare written disclosure procedures for consideration by the City or review the City's current disclosure procedures. We note that many large issuers, including the State of California. the cities of Los Angeles, Sacramento, and Santa Barbara, the City and County of San Francisco, and the County of Sacramento, consistently hire the Firm as on -going Disclosure Counsel, to ensure continuity in their disclosure documents and to benefit from the Firm's consistent, on -call guidance from issue to issue. Validation and other Litigation Matters. Within its umbrella of services, the Firm has a dedicated Public Law Litigation Department in which 4 attorneys focus their practice primarily on public law litigation matters, including judicial validations, developer disagreements and general city and fiiiaiiuriy matters. The full resources of this department would be available to assist the City should any of its litigation services be needed. The Firm's Real Estate Expertise. In addition to our public finance experience, the Firm has substantial real estate experience. The Firm has a broad real estate practice representing buyers, sellers, borrowers and lenders. From a general real estate perspective, we are experienced in evaluating all aspects of title issues that arise over the course of a transaction, and we advise many local issuer clients with respect to real estate matters. 5. STAFFING AND PROJECT ORGANIZATION We propose that Brian Forbath. President of the Firm's Management Committee and a senior Partner in the Firm's Public Finance Department, would serve as lead counsel on City's community facility district formations and financings, and would be supported by the full experience of the Firm. In particular, Mr. Forbath would be supported on all City engagements by Reed Glyer, a Partner in the Firm's Public Finance Department. Mr. Forbath and Mr. Glyer would expect to be involved in all of the key negotiations, conference calls and meetings for the engagement. Carol Lew, a senior Partner in the Firm and Chair of the Firm's Public Finance Tax Department, would be responsible for any tax analysis. Additionally, Nicolas Yeager, a senior Associate, would assist Mr. Forbath and Mr. Glyer as appropriate to provide the highest level of service to the City. Resumes for the individuals introduced above are attached as Appendix A. As discussed herein and in Appendix A, our team of bond attorneys has extensive recent experience as formation counsel, bond counsel, disclosure counsel and underwriter's counsel in connection with hundreds of community facilities district formation and bond issues. In addition, Ms. Lew is nationally recognized for her expertise in tax-exempt financings and would be engaged on all matters that may have tax considerations. The team that we have proposed is extensively experienced and highly capable of providing the services specified in the RFQ in an efficient and professional manner. Brian Forbath. Brian Forbath is a senior Partner in the Firm and a member of the Firm's Board of Directors. Brian Forbath works exclusively in the public finance area and has extensive experience in land -secured, lease revenue, general obligation, general fund, utility revenue, and tax increment financings and derivative transactions. Mr. Forbath is a 1998 graduate of Loyola Law School and attended the University of California, Santa Barbara as an undergraduate. Mr. Forbath has been a lecturer on federal securities laws at the National Association of Bond Lawyers Workshop in Chicago and was a member of the National Association of Bond Lawyers' task force on drafting Disclosure Roles of Counsel in State and Local Government Securities Offerings (3rd Edition, 2008). Mr. Forbath is a frequent lecturer for the California Debt and Investment Advisory Commission. Mr. Forbath has over twenty years' experience acting as Bond Counsel, Disclosure Counsel and Underwriter's Counsel in all types of municipal finance transactions. Since January 1, 2018, Mr. Forbath has served as Bond Counsel in connection with approximately 50 community facilities district formations and approximately 75 community facilities district financings. A representative list of recent clients for which Mr. Forbath has recently served as Bond Counsel in connection with a community facilities district formation or financing includes: the City of Beaumont, the City of Irvine, the City of Lake Elsinore, the City of Lincoln, the City of Malibu, the City of Menifee, the City of Murrieta, the City of Riverside, the City of Wildomar, the County of Orange, the County of Los Angeles, the Santa Margarita Water District and the Temescal Valley Water District. In addition, since January 1, 2019, Mr. Forbath has served as Bond Counsel in connection vvM, apNroXi atviy 1v assessment di.Sifrivi formations and financings. Reed Glyer. Reed Glyer is a Partner of the Firm and has practiced public finance exclusively since 2011. Mr. Glyer has worked as Bond Counsel and Disclosure Counsel on numerous public financings, and specializes in county, city and general fund financings. Within the past 3 years, Mr. Glyer has served as Bond Counsel, Disclosure Counsel and/or Underwriter's Counsel on over 100 financings, including more than 50 for counties and cities. Mr. Glyer has also served as lead Underwriter's Counsel for the Statewide Bond Opportunities for Land Development (BOLD) program since 2019, the largest former of community facilities districts in the State, and in such capacity he was involved in the formation and bond issuance of dozens of city -based community facilities districts over the past 5 years. He is a 2007 graduate of USC Law School and graduated from Cal Poly, San Luis Obispo in 2004. Nicolas Yeager. Nicolas Yeager is a senior Associate of the Firm. Mr. Yeager joined the Firm in 2018. He was admitted to practice law in the State of California in 2015. Mr. Yeager has served as bond, disclosure, and Underwriter's Counsel on numerous land -secured financings and other financings. Prior to joining the Firm, he practiced general municipal law for almost 3 years. Mr. Yeager received his bachelor's degree from the University of California, Santa Barbara in 2011 and his law degree from the University of California, Irvine School of Law in 2015. Carol L. Lew. Carol Lew is nationally recognized with respect to tax issues relating to municipal finance. Ms. Lew is the head of the Firm's Public Finance Tax Department and a Partner 7 in the Firm. Ms. Lew has been practicing as a public finance tax attorney for over 30 years following her graduation from Hastings College of Law. Ms. Lew recently served a three-year term on the Internal Revenue Service Advisory Council (IRSAC), an advisory body of the IRS that reports directly to the IRS Commissioner on a broad range of tax questions under the Internal Revenue Code. Ms. Lew has previously served as President and President -Elect of the National Association of Bond Lawyers and has served as a member of the Steering Committee of the National Association of Bond Lawyers Bond Attorneys' Workshop, Ms. Lew served as Editor -in -Chief of the National Association of Bond Lawyers' Federal Taxation of Municipal Bonds. Ms. Lew has also served as Chair of the American Bar Association, Taxation Section, Tax -Exempt Financing Committee and has been a member of the Executive Committee of the State Bar of California, Taxation Section, and the Technical Advisory Committee of the California Debt and Investment Advisory Commission She received her J.D. from Hastings College of the Law. 6. SUBCONTRACTING SERVICES The Firm does NOT propose to use any subcontractors in providing its services to the City hereunder. 7. DISCLOSURES To the best of our knowledge, the Firm is not aware of any pending litigation, arbitration or other actions against our Firm arising from or relating to the Firm's public finance or municipal law practice, or any such action that has occurred within the last 5 years. 8. EXPLANATION OF METHODOLOGY Stradling's Approach to Formation Counsel Services. As Formation Counsel, Stradling's approach is to review every aspect of the formation from the ground -up. This entails multiple conversations wit the City in order to determine its goals with each formation. and the best way of achieving these goals. This approach ensures that the City gets everything that it wants from each community facilities district or assessment district, including access to, and maximization of, project funds, special taxes and assessments, and that the other partners to the formation, and in particular future homeowners, are not left unduly burdened. The Firm has also worked with nearly every land -secured consultant in California, and is therefore likely to have very strong relationships with the other members of the formation team. This enhances the cooperation between the consultants and ultimately produces better work -product. As it goes through the formation process. Stradling would expect to be involved in the review of all documents, regardless of whether they were generated by the Firm or some other party. We have found that a unified approach to formations is the best way to avoid unforeseen circumstances down the road. One or more members of the Firm would be available to attend all City Council meetings and public hearings needed to form the community facilities district or assessment district, as applicable, and would be readily available to answer any questions along the way. Stradling's Approach to Bond Counsel Services. Stradling stresses a team approach on public finance matters in order to most effectively serve our clients and to assure senior level '-hands- on" coverage is always available. That means the team proposed for the City is comprised of the people that will actually provide you service, handle your work and respond to any questions that you may have during, or after, the transaction. We pride ourselves on our availability and responsiveness in addressing our clients' needs and issues. The Firm strives to be user-friendly and not create work or undue administrative burden for our clients. E:3 When engaged as Bond Counsel, at the onset of a financing, we would first collaborate with the appropriate members of the administrative team of the City to gain a firm grasp of your strategic objectives, which would include objectives beyond the immediate financing, key transactional considerations and to cover tax, if necessary, and state law diligence. Once the Firm has the necessary information regarding the structure and the objectives of the City with respect to the financing, the attorneys working on the matter would commence the preparation of the legal documents necessary to approve the transaction and issue the bonds. During this phase, we would develop the proposed legal provisions discussed above and, with the approval of the City, incorporate them into the legal documents. During the course of the financing, the Firm expects to be intimately involved with the City's key staff, its municipal advisor, its special tax consultant/assessment engineer, its underwriters and the Underwriters' Counsel. The Firm believes that Bond Counsel is the primary protector of the interests of the issuer in a financing, and is committed to carefully reviewing the bond purchase contract and similar agreements that the City may be requested to execute in connection with the financing in order to ensure that there is nothing unlawful or atypical being requested of the City. In addition, the Firm will work with the underwriters and the City's municipal advisor in connection with the review and preparation of materials that may be presented to the City governing body, rating agencies or potential investors. In connection with the closing of the transaction, the Firm would prepare the necessary closing documentation and opinions and would coordinate the execution and delivery of such documents. The Firm would also set up a virtual closing room for the efficient review of documents by members of the financing team. Once the transaction has closed, our office would promptly assemble a transcript and provide the City with a downloadable file containing PDF versions of the final documents. The Firm's Approach to Disclosure Counsel Services. The Firm's first task as Disclosure Counsel would be to deliver to the City the most complete first draft of an offering document possible in order to minimize the significant burden on staff that an offering document presents. As Disclosure Counsel, the Firm would review any appraisal or engineering reports relevant to the financing in order to provide a first draft of an offering document to staff with as few blank items as possible. The Firm would not simply input updates and edits when received from the City, but would ask follow-up and clarifying questions in order to gain a deeper understanding of the City's "story" in order to convey it effectively to potential investors. The Firm would expect an offering document to be developed over several drafts before it is ready for review by outside parties such as underwriters. As Disclosure Counsel, our work entails not only incorporating comments received, but also understanding the operations of the City; gathering information, taking the initiative to review outside documents and perform other diligence; and perhaps most importantly, to ask questions, suggest changes, provide examples and engage in productive dialogue, without primarily relying on just email communications. We try to do as much of this necessary back -and -forth in the "background" prior to the first distribution of the documents to the working group in order to produce the drafts as effectively and efficiently as possible. A similar approach is used to address comments received from the working group. At the closing of the transaction, the Firm would deliver a 10b-5 negative assurance letter to the City and the underwriters. The Firm regularly provides securities disclosure training presentations to its clients and would recommend providing one in connection with the City's upcoming financing. The Firm believes that such presentations are very helpful in providing an overall context to public agency staff who are responsible for providing information to be included in offering documents. Topics covered in the Firm's disclosure training presentations include an overview of relevant federal securities law, 9 the "materiality" standard, differences between corporate and municipal securities disclosure requirements, appropriate internal procedures governing disclosure, the applicability of disclosure requirements in different contexts (new offerings, annual reports and other circumstances where a public agency is "speaking to the market") and amendments to Rule 15c2-12. In such presentations, the Firm also describes situations in which disclosure by public agencies was determined to be inadequate and the SEC settlements or pronouncements that followed_ The Firm does not view its Disclosure Counsel engagement as concluded upon the closing of any single bond financing. The Firm would continue to advise the City on an ongoing basis as to continuing disclosure requirements and compliance (including considering whether "material" event notices are necessary or appropriate), and advising the City on proposed changes in federal securities law and recent SEC enforcement actions, In acting as Disclosure Counsel, we strive to be user-friendly and perform our duties in a responsive and professional manner, without creating work or undue administrative burden for our clients. Above all else, we understand that our top priority must be service to our clients who are dependent on our support in accessing the capital markets. 9. NON -COLLUSION AFFIDAVIT An executed Non -Collusion Affidavit, in the form required by the RFQ, is attached hereto as Exhibit B. 10. EXCEPTIONS TO INSURANCE AND INDEMNTIY PROVISIONS Exceptions to Requested Insurance. The Firm is able to comply with all of the insurance requirements requested in the RFQ except for the Auto Liability requirements. Because the Firm does not own any vehicles, we do not maintain that insurance; however, if needed, we are able to provide a "Designated Insured for the Auto Liability" endorsement. In additiun, the Fiirn's professional liability insurer, and its commercial carriers, are not able to waive any rights to subrogation under Section E.3, subsection (2) of the Sample Agreement for Contract Services provided in connection with the RFQ. 11. CERTIFICATION OF PROPOSAL The undersigned hereby submits its proposal and, by doing so, agrees to furnish services to the City in accordance with the RFQ, and to be bound by the terms and conditions of the RFQ. STRADLING YOCCA CARLSON & RAUTH LLP Brian P. Forbath President 10 Strad[ ng APPENDIX A: ATTORNEY RESUMES A-1 y Stradling Brian Forbath Partner Newport Beach bforbath@stradlinglaw.com D 949 725 4193 The financing of public works through the issuance of municipal bonds is, under normal circumstances, a highly complex undertaking with many moving parts. But when the complexity reaches another level entrely — when the legal issues, debt structure, or sheer size of the transaction are particularly daunting — sophisticated issuers turn to Brian Forbath for innovatve solutions. Education Brian's long record of success representing major issuers in California — cities, counties, Loycla Law School, J.D. school districts, and other government entities — puts him In the forefront of lawyers devoted exclusively to public finance. As such, he serves as Bond Counsel. Disclosure Counsel, and University of California, Santa Barbara, Underwriters counsel in a wide range of public finance transactions Clients rely on his B.A strategic acumen to determine the optimal financial structure and to identify the best available revenue streams for every sort of public infrastructure project. With a thorough grounding in federal securities law, Brian is an acknowledged leader in all Areas of Focus manner of infrastructure funding, including land secured financing, utility revenue, general fund lease revenue, and the creative use of derivatives. Increasingly, he is called upon to Bond & Underwriter Counsel assist in the financing of municipal sports facilities — stadiums and arenas — through a combination of public and private funding. Disclosure Counsel Representative Experience Land Secured Financing The funding of a new stadium for the Oakland A's baseball team Brian has represented the Oakland A's on bond related matters in their dual goals of acquiring the Oakland Coliseum Complex for redevelopment and the acquisition Bar Admissions and development of a new stadium at Howard Terminal adjacent to the San Francisco Bay. Califomia Inglewood Football Stadium for the Los Angeles Rams and Chargers. Brian and his team have assisted the Kroenke Group in analyzing and developing public financing options for the development of the Rams and Chargers new stadium and surrounding development. Brian previously assisted the Chargers on their attempts to develop stadium alternatives in the cities of Carson and San Diego Delta Conveyance Financing Authority. Brian has been named disclosure counsel to the Delta Conveyance Financing Authority, the entity driving the proposed $11 billion financing of a tunnel underneath the Sacramento River delta Tahoe Douglas Visitor Authority Event Center. Brian and his team assisted the TDVA in drafting and passing legislation for a new tourism surcharge on transient occupancies in Douglas County to assist in financing a 6.000 seat event center to revitalize occupancy rates in the Casino core around Lake Tahoe. The surcharge was approved by the Nevada legislature in 2019, The complex financing will utilize several sources of revenue including the surcharge, TDVA's share of transient occupancy taxes and tax increment revenues. Toll Roads Brian and his team serve as bond and disclosure counsel to the FoothilliLastem Transportation Corridor Agency and the South San Joaquin Transportation Corridor Agency on several billion dollars of outstanding toll revenue bonds. A-2 40 Stradl ng Education California Polytechnic State University, San Lu!s Obispo. History, B A University of Southern California Gould School of Law, J.D. Areas of Focus Bond & Underwriter Counsel Disclosure Counsel K-14 School Financing Public Finance Bar Admissions Caldomia Reed T.C. Glyer Partner Newport Beach rglyer@stradlinglaw.com T: 949 725 4027 When public entities need an effective financing solution to raise money for infrastructure, they choose Reed Glyer. Reed is an experienced lawyer with a long history of representing cities, counties, school districts, redevelopment successor agencies, water districts and joint power agencies in issuing tax-exempt and taxable debt. Whether he acts as bond counsel, disclosure counsel or underwriter's counsel, he works tirelessly on every detail to ensure that his clients get the most out of each transaction. Because he practices exclusively in the area of public finance, Reed has a firm understanding of the federal and state securities laws that come into play when a public entity issues debt and he knows the multitude of challenges that public entities face when structuring a debt issuance. He is proactive in solving problems before they arise and quick to facilitate communication and collaboration with issuers and members of the financing team in order to ensure that a deal is done correctly and on time. In even the most complicated and document intensive deals, Reed remains committed to reviewing every detail In order to help his clients understand their legal and financial obligations. Special Honors and Program Speaker Presented at the 2018 Annual Conference of the North American Bond Lawyers' Association Recognized as a Rising Star in Public Finance (2016, 2017) Top Attorney in Public Finance — Orange Coast Magazine (2017) Top Municipal Law Attorney — Pasadena Magazine (2010) USC Law School's Review of Law/Social Justice, Editor, 2006- 2007 A-3 l Stradling Education University of California. Hast;ngs College of the Law, J.D magna cum laude Carol L. Lew Partner Newport Beach clew@stradlinglaw.com D: 949 725 4237 For state and local governments and nonprofit organizations raising money for public infrastructure and other projects, Carol Levis proven tax advice is a critical piece of the complex financing puzzle. With more than 30 years of federal tax law experience, Carol is nationally recognized for her ability to apply her in-depth knowledge of the Intemal Revenue Code to tax -advantaged debt financings. The complicated tax analyses she undertakes keep issuers and buyers in compliance with all federal tax laws and help communities thrive Califomia State University, Northridge, Carol's sought-after tax advice helps states, highway authorities, water districts, B.A , surrmms cum laude housing authorities, hospitals, school districts and municipal agencies and nonprofits finance development projects through a variety of sources, including tax - advantaged and taxable bonds, and public/private partnerships. Many clients also rely on Carol for post -issuance compliance advice If the IRS audits a bond issuer Areas of Focus or buyer, she steps in to resolve any outstanding tax issues quickly. Carol also assists with voluntary closing agreements and private letter ruling requests. Tax Bond & Underwiter Disclosure Disclosure Counsel Public Finance Bar Admissions Ca ifornia When clients work with Carol, they get the full benefit of her cutting -edge insight and long-standing leadership in the organizations helping shape today's U-S. tax laws. She currently serves on the IRS IRSAC advisory committee that provides advice directly to the IRS Commissioner on a broad range of tax matters. Carol has also served as President of the National Association of Bond Lawyers and as Chair of The American Bar Association Taxation Section's Tax -Exempt Financing Committee. Representative Experience Tax counsel for the State Public Works Board of the State of Califomia with respect to their lease revenue bond program which has raised $3.4 billion in funding for major public improvements across the State of Califomia. Tax counsel for the City of San Diego in connection with their financing program of numerous city projects. Tax counsel to San Joaquin Hills Transportation Corridor Agency in connection with the $1 4 billion financing of its $2.2 billion in outstanding debt issued to fund construction of the 73 Toll Road_ Tax counsel to the Foothill)Eastern Transportation Corridor Agency in its sale of $2.3 billion in revenue bonds; Carol coordinated one of the most complex tax analyses for a municipal bond offering in recent years. Tax counsel to the Rancho California Municipal Water District in bond issuance and post -issuance matters related to its revenue bond financing program including both tax exempt and taxable obligations. Tax counsel to the City of Chula Vista relating to various tax-exempt and taxable bonds for the city's public infrastructure. Strad( rig 00 Nicolas G. Yeager Associate Newport Beach ' nyeager@stradlinglaw.com D: 949 725 4181 - ® Nicolas G. Yeager is an associate in Stradling's public finance practice group. Education Nick represents Stradling's clients in a variety of public finance transactions, including as Bond Counsel, Disclosure Counsel, and University of Califomia, Irvine, school of counsel to underwriters. As part of the Stradling team consistently Law. J.D recognized as one of California's leading public finance counsel, Nick has University of California, Santa Barbara, seen nearly all of the various financing structures available to municipal B A. bond issuers, including: • Revenue bonds; Areas of Focus a Lease revenue bonds and certificates of participation; Public Finance Mello -Roos special tax bonds, • General obligation bonds; Bond & Underwriter Counsel 0 Pension obligation bonds. Public Law Prior to joining Stradling in 2018, Nick was an associate at a municipal law firm where he represented cities and other public agencies in all aspects Bar Admissions of municipal law. During law school, Nick clerked at the Office of the Orange County Counsel and the Orange County District Attorney's Office. California Having worked almost exclusively with public agencies throughout his career, Nick understands the unique needs and processes of California municipalities. Representative Experience Nick served on the team representing the Chula Vista Bayfront Facilities Financing Authority as Bond and Disclosure Counsel in connection with the successful issuance of $382 million of Revenue Bonds to finance a portion of the Gaylord Pacific Resort Hotel and Convention Center and related public improvements. Nick recently was part of the team that represented the San Bernardino County Transportation Authority as Bond and Disclosure Counsel in connection with the issuance of its San Bernardino County Transportation Authority Sales Tax Revenue Refunding Bonds (Limited Tax Bonds), 2022 Series A. A-5 Strading APPENDIX B: EXECUTED NON -COLLUSION AFFIDAVIT �� QaGL4IN W - tAMOR A - ATTACHMENT 1 NON -COLLUSION AFFIDAVIT FORM Must be executed by submitter and submitted with the presentation Brian P. Forbath I am President (Title) (name) hereby declare as follows: of Stradling Yocca Carlson & Rauth LLP (Company) the party making the foregoing presentation, that the presentation is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the presentation is genuine and not collusive or sham; that the submitter has not directly or indirectly induced or solicited any other submitter to put in a false or sham presentation, and has not directly or indirectly colluded, conspired, connived, or agreed with any submitter or anyone else to put in a sham presentation, or that anyone shall refrain from proposing: that the submitter has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the presentation price of the submitter or any other submitter, or to fix any overhead. profit, or cost element of the presentation price, or of that of any other submitter, or to secure any advantage against the public body awarding the agreement of anyone interested in the proposed agreement; that all statements contained in the presentation are true: and, further, that the submitter has not, directly or indirectly, submitted his or her presentation price or any breakdown thereof, or the contents thereof, or divulged information or data relative hereto, or paid, and will not pay, any fee to any corporation, partnership, company, association, organization, presentation depository, or to any member or agent thereof to effectuate a collusive or sham presentation. I declare under penalty of perjury under the laws of the_ to of California that the foregoing is true and correct. Submitter Signature Submitter Name: Brian P. Forbath Submitter Title: President Company Name: Stradling Yocca Carlson & Rauth LLP Address: 660 Newport Center Drive, Suite 1600, Newport Beach, CA 92660 Page 7 of 7