Bond Counsel Services

APPENDIX D

STATEMENT OF QUALIFICATIONS/CONFLICTS/TECHNICAL QUESTIONNAIRE

Name of Firm (i.e. the Offeror):

Address of Firm:

Telephone Number of Firm:

Name of Individual Completing this Form:

Telephone Number of Individual Completing this Form:

**Law Firms are expected to use this Statement of Qualifications and Technical Questionnaire in conjunction with the Statement of Work contained in Part IV of this RFP.**

1. Confirm that your firm is prequalified in OGC’s Bond Counsel Pool.

2. In narrative form, briefly outline the Law Firm's satisfaction of each of the following requirements:

a) Knowledge of, and expertise in, sophisticated and complex financing structures, including specifically, direct experience with parity mortgage revenue bond indentures, tax exempt and taxable bond financing, tax treatment of variable rate (including variable rate debt hedged with interest rate swaps) and fixed rate debt of similar scale and size to that represented in PHFA’s program. Direct recent experience with other similarly sized single family mortgage revenue bond issuers will be required and references may be contacted.

b) The ability to anticipate issues facing single family mortgage revenue bond programs, especially regulatory challenges and ongoing program compliance guidance. Your narrative should include an outline of specific recent areas of alerts or guidance which your Law Firm has issued or provided to clients in relevant single family bond program areas. Copies of industry publications or client alerts in relevant areas within the past one year may be submitted with the narrative.

c) Bond counsel must demonstrate the holistic in-house capacity to respond expeditiously to inquiries and to provide guidance to the structuring of transactions, as well as the compliance and regulatory complexities of the financing and the overall program operation. Please provide details of involvement and membership in specific national organizations which provide housing finance agencies with legislative and regulatory guidance and best practices.

d) Bond counsel should provide a narrative outlining familiarity with PHFA’s financing program and Indenture. To evidence familiarity, the narrative should clearly identify and briefly discuss the types of issues, questions and challenges faced by housing bond parity indentures with the types of financing tools and structures prevalent in PHFA’s mortgage bond program.

e) Bond counsel must be able to provide clear and consistent guidance within the general framework of the existing PHFA bond program. Law Firms may be contacted as part of the evaluation process to determine technical proficiency and consistency with existing program and tax administration.

3. All Law Firms must provide two (2) professional references, as set forth in Appendix F – Project References, specifically in the role as bond counsel for single family bond program. Size and complexity of the program should be carefully considered when submitting references, as PHFA will be looking for bond counsel experience in comparable programs. PHFA may contact these references during its review of the Law Firm's qualifications.

4. Law Firms must also include a copy of an official statement displaying counsel's name and outlining the structure of the transaction with a copy of the bond opinion delivered at the closing of the transaction and a copy of a tax certificate ("arbitrage certificate") involving a combined financing structure with tax exempt and taxable bonds prepared by the Law Firm in connection with a single family housing bond transaction conducted within the past two years.

5. Law Firms should provide a statement indicating whether they have been engaged as counsel for any general (routine) Internal Revenue Service audits involving single family mortgage revenue bonds within the past two years.

6. Provide detailed descriptions of:

a) Any litigation or administrative proceeding in which the Law Firm was a party in any matter related to the professional activities of the Law Firm during the five (5) years prior to the date of this RFP;

b) Any pending litigation, investigation, or proceeding in which a court or administrative agency is addressing any question relating to the professional activities of the Law Firm; and

c) Any litigation or threatened litigation in connection with services rendered by the Law Firm as counsel and/or as special counsel or in connection with any opinion rendered by the Law Firm within the last seven (7) years.

7. Provide written acknowledgment that the Law Firm will comply with OGC’s Conflict Waiver Policy found in the attached Contract for Legal Services (Part V of RFP).

a) Describe any existing or potential conflict of interest arising from the Law Firm’s relationships with or representation of other parties. A conflict shall include, but is not limited to, the representation of any party in a matter adverse to the Commonwealth or to any Commonwealth agency for which OGC has not previously granted a conflict waiver. This includes potential conflicts for any proposed subcontractor. As set forth in Part IV-2 of this RFP, failure to disclose a conflict is grounds for rejection of a proposal, or removal or suspension from an engagement.

b) Provide sufficient facts, legal implications, and possible effects for any matter as described above so that OGC may evaluate the significance of each potential conflict.

c) Represent and warrant, in writing, that the Law Firm has no conflicting representations that have not been fully disclosed to and waived by the General Counsel.

d) Represent and warrant that the Law Firm shall not undertake any representation that conflicts with the performance of the services or obligations as described hereunder unless such conflicting representation has been fully disclosed to and waived by the General Counsel. Any and all conflicting representation shall be promptly disclosed to the General Counsel.

8. Confirm that the Law Firm will perform legal services in accordance with the terms and conditions of the Contract for Legal Services.

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