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March 7, 2005

The City of Baltimore
City Hall 100 Holliday Street

Baltimore, MD 21202 410.396.3297
Special Note: Your immediate attention is called to Section I: YOU NEED TO SEND AN E-MAIL ADDRESS FOR TRANSMISSION OF NOTICE INQUIRIES

Section I. Overview. The City of Baltimore (the "City") is circulating this Request For Proposals ("RFP") from firms experienced in the field of municipal finance. The City is seeking counsel in connection with the issuance of revenue bonds (the "Bonds") that will provide financing for the construction and development of a convention center headquarters hotel (the "Project"). The total cost of the Project is currently estimated at $285,000,000. The primary sources for repayment of the Bonds are anticipated to be the following: net revenues derived from operations; a real property tax increment; and other site-specific taxes. There will be various reserve funds and other types of guarantees as security for the Bonds. The Bonds will likely carry bond insurance. Given the complicated nature of the Project and the issuance of Bonds in connection with the Project, the City and its underwriter (the "Underwriter"), headed by Robert D. Swerdling, Managing Director, of Piper Jaffray & Co., are attempting to put together a legal team that meets the following goals: a legal team with complimentary skills and expertise that provides the highest quality representation in the most efficient manner and at the best possible price. The City contemplates that representation of the City will be handled by two firms: (i) Bond Counsel (Issuer's Counsel) (the "Issuer's Counsel") and (ii) Bond Counsel (Special Counsel) (the "Special Counsel"). The Underwriter will be represented by Underwriter's Counsel ("UW Counsel"). THIS RFP IS DIRECTED TOWARDS THE RETAINING OF ISSUER'S COUNSEL AND UW COUNSEL ONLY. Immediately after receiving this RFP, firms that are interested in submitting a response (the "Prospective Proposers") should send an e-mail to Alan Sun, Chief Solicitor (the "Administrative Officer") at alan.sun@baltimorecity.gov stating: (i) the firm's interest and (ii) the e-mail address that the Prospective Proposers would like all informational transmissions to be sent. The City shall not be liable for any Proposal that may be affected by a failure to provide an e-mail address to the Administrative Officer. Written questions concerning the RFP are due to the Administrative Officer no later than 12:00 p.m. prevailing time on March 14, 2005 (the "Question Deadline Date"). Proposals meeting the requirements of this RFP are due no later than 12:00 P.M. March 31, 2005 (the "Proposal Deadline Date"). Because of the timing of the Project, selection of Issuer's Counsel and UW Counsel is anticipated to be completed as quickly as possible following the Proposal Deadline Date. The City shall appoint a selection committee (the "Selection Committee") to review the submitted Proposals. Proposals will be evaluated based on (1) meeting the formal and substantive requirements of this RFP, and (2) the selection criteria. If necessary, the Selection Committee will conduct oral interviews and in any case will make recommendations for selection (the "Recommended Firms") to the Board of Finance (the "Selecting Authority"). Following this recommendation, the City may negotiate a fee structure that provides the best overall value to the City. If an agreement cannot be reached with the Recommended Firms, negotiations will be attempted with the other firms. The Selecting Authority will make the final selection as to Issuer's Counsel and UW Counsel.

Section II.

Request For Proposals.

II.A. Enabling Legislation Please reference the Charter of Baltimore City, 1996 Edition (online update 12.31.04) (the "Charter") for the enabling legislation. II.B. Single Proposal Covers Both Issuer's Counsel and UW Counsel. Proposers need submit only one Technical Proposal. Each Technical Proposal will be considered a request for both Issuer's Counsel and UW Counsel. II.C. Prospective Proposers—Questions About RFP. Prospective Proposers bear the responsibility to make inquiries about any aspect of the RFP that may require clarification. Questions must be sent by e-mail to the Administrative Officer no later than the Question Deadline Date. A list of the written questions and responses will be e-mailed to those firms who notified the Administrative Officer as directed in Section I. Section III. Proposals: Requirements and Guidelines. Any information or materials submitted as a response to this RFP shall become the property of the City and will not be returned. THE CITY RESERVES THE RIGHT TO REJECT ANY OR ALL PROPOSALS IN ITS SOLE DISCRETION. III.A. Submission and Requirements. 1. Proposals must be submitted in two parts, each in its own sealed envelope, as follows: (1) a package "Technical Proposal for the Convention Center Hotel RFP" and (2) a package labeled "Price Proposal for the Convention Center Hotel RFP." The Technical Proposal and the Price Proposal shall together constitute the Offeror's "Proposal." Each Technical Proposal and Price Proposal should contain the original and five copies. Each page of each Proposal should contain the name of the Proposer. PROPOSALS SENT BY FACSIMILE OR ELECTRONICALLY WILL NOT BE ACCEPTED. All Proposals must have one-inch margins and be typed in 12 point Times New Roman font. Late Proposals will not be accepted. 2. Proposals must be submitted to: Ralph S. Tyler (the "Contract Officer") City Solicitor City Hall, Room 101 100 Holliday Street Baltimore, Maryland 21202 Telephone: 410.396.3297 ONLY THOSE PROPOSALS RECEIVED IN HARD COPY AT THE ROOM LISTED ABOVE BY THE PROPOSAL DEADLINE DATE WILL BE CONSIDERED. It is
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recommended that the Proposal be hand-delivered to the room listed above. No extensions shall be granted. III.B. Proposal Timetable / Selection Process. This will occur as described in Section I, supra. III.C. Costs. The City shall under no circumstances be responsible for any Proposer costs and expenses incurred in submitting a response to this RFP. Each Proposer who submits a response does so solely at the Proposer’s cost, risk and expenses. The City accepts no responsibility for the return of successful or unsuccessful Proposals. III.D. Amendment or Cancellation. Regardless of the number and quality of Proposals submitted, at any time prior to the final selection, the City may reject any Proposal and/or reject all Proposals and cancel this RFP, without any liability to the City, upon finding, in its sole discretion, that such action would be in the City's interest. This RFP in no way obligates the City to select firms and in no way obligates the City to select firms through this process. III.E. Public Information Act. Proposals shall be subject to disclosure pursuant to the provisions of the Access to Public Records Act, Section 10-611 et seq. of the State Government Article of the Annotated Code of Maryland (the "Public Information Act"). A Proposer must identify specifically those portions of its Proposal, if any, which it deems to contain trade secrets or confidential or proprietary information and must provide justification why such materials, upon request under the Public Information Act, should not be disclosed by the City. III.F. Acceptance of Terms and Conditions. By submitting a Proposal in response to this RFP, (1) the Proposer accepts all of the terms and conditions set forth in this RFP, and (2) the Proposer, if selected for award, agrees that it will comply with all federal, state, and local laws applicable to its activities and obligations under the Contract. III.G. Minority Participation and Joint Ventures. This RFP is designed to encourage the participation of minority business enterprises ("MBEs") and women business enterprises ("WBEs"). The City encourages such MBEs and WBEs to respond to this RFP either independently or as part of a joint venture. Proposers are encouraged to submit proposals that reflect the significant participation of such business enterprises. A joint venture of not more than two parties (meaning a law firm or a lawyer) may submit a proposal. A joint venture is a "Proposer" and, except when otherwise expressly provided or when the context indicates otherwise, will be treated as one entity.

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III.H. Contact With the City. It is requested that law firms responding to this RFP limit their interaction and contact concerning this RFP (or the subject matter of this RFP) to the Contract Officer and members of the City Solicitor's Office. Section IV. Contract Information. The successful Proposer as a result of this RFP shall enter into a contract with the City (the "Contract"). The Contract shall consist of the following documents: this RFP, the Proposal, and an engagement letter approved by the City, all of which shall be binding. IV.A. Contract Term. The Contract term shall commence as of a date to be specified in the Contract and shall end at the later of: (a) three years after the commencement date, or (b) the time that all work which was authorized before the expiration date is completed, unless sooner terminated in accordance with the Contract. IV.B. Start-Up. The Contractor shall familiarize itself with the City, the Charter, and the proposed financing terms and structure before commencement of the Contract, at no cost to the City. Section V. Proposed Scope Of Services. The City's overarching goal is to put together a legal team with complimentary skills and expertise that provides the highest quality representation in the most efficient manner and at the best possible price. The City anticipates that the legal team on the project will include Issuer’s Counsel, Special Counsel, and UW Counsel. NOTE: THIS RFP IS DIRECTED TOWARDS RETAINING ISSUER'S COUNSEL AND UW COUNSEL ONLY. After putting together its legal team, the City will distribute the services conducted by each firm to best achieve this goal. However, the City anticipates the roles of the members on its legal team to fall generally within the following descriptions: • Issuer's Counsel. The City anticipates that Issuer's Counsel will bring a specific expertise to the structuring of hotel-related transactions, the negotiation of terms relating to the transaction, and the issuance of the Bonds. As such, it is anticipated that Issuer's Counsel will have primary responsibility for producing or negotiating the documents governing the overall transaction, such as the Indenture of Trust, any operating or management agreements, documents governing reserves or other guarantees, documents governing bond insurance and investment agreements, and the like. Issuer’s Counsel is expected to work with UW Counsel in connection with all disclosure documents. It is likely that Issuer's Counsel will also be responsible for tax matters involved in the issuance of bonds. Underwriter's Counsel. The City anticipates that UW Counsel will have primary responsibility for all the normal duties associated with representing the underwriting team for the issuance of municipal bonds, including the preparation of disclosure documents in cooperation with Issuer’s Counsel, bond purchase agreement, and any blue sky or


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registration requirements. UW Counsel will also provide advice and assistance to the extent requested by the Underwriter in structuring the financing, including advice and/or review (if necessary) of investment agreements and negotiations with any bond insurer and rating agencies, if necessary. The City anticipates that Issuer’s Counsel and UW Counsel will work closely with Special Counsel on all issues. Special Counsel is expected to bring a specific expertise in State and local issues and will focus on the preparation of real estate, corporate, and security documents to the extent such documents are required to acquire and construct the Project and create an entity to run the Project. Special Counsel will have primarily responsibility for enabling ordinances, resolutions, and certificates; due diligence relating to real estate matters; negotiating and drafting of construction contracts; and the like. These Duties May Be Adjusted To Best Meet The City's Goals. Issuer's Counsel (and Special Counsel) will be supervised by the Solicitor and members of his office and will work with the City's staff, its financial advisor, and the City's underwriting team to ensure that the transaction is in the best interests of the City. Section VI. Proposal Format.

VI.A. Transmittal Letter. A brief transmittal letter prepared on the Proposer’s business stationery should accompany the original and required copies of the Proposal. VI.B. Technical Proposal. The Technical Proposal should be prepared in a clear and concise manner and should address the following subsections: 1. Statement of Qualifications / Relevance to Proposed Transaction. Briefly recite your firm's qualifications and experience in municipal finance transactions and complex financing structures over the last five years. You may include deals before the five-year period if particularly relevant to this RFP. For each issuance, describe the following: • • The size and date of the transaction; the issuer; the type of project or facility being financed, and the type of interest rate on the bonds (e.g., whether floating or fixed and whether any sort of swap was involved). Your firm's role in the transaction (bond counsel, underwriter's counsel, disclosure counsel, trustee's counsel, etc.) and the method by which your firm was selected to provide such services (for example, sole source, request for proposals, etc.) should also be listed.

Select no more than four (4) issuances from your firm's past experience as bond counsel and describe how your qualifications and experience are relevant to the proposed transaction. In particular, provide one or two examples of creative or innovative solutions

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put forth by the Proposer to legal or financial structuring problems in past transactions and how such innovations may relate to this transaction. 2. Team, Personnel, and Capacity. Describe the manner in which your firm would allocate its resources to serve as Issuer's Counsel for the proposed financing. If the manner in which your firm would allocate its resources to serve as UW Counsel would be different, please create a separate response for UW Counsel. The response or responses should address the following: • Identify the individual who will manage this financing on a day-to-day basis. Define this individual’s position within the firm and indicate the degree to which he or she will be able to commit the firm’s resources to the City. What is this person’s availability for this financing and what other commitments does he or she have? Identify other professionals and members of your firm who will be assigned to work on this project (the "Team"). Describe each member's role and responsibilities and the aspects of each member's background relevant to this transaction. How will these individuals work with the other members of the financing team? Describe your firm's ability to create, edit, integrate, format and transmit complex documents (including charts and tables) accurately and efficiently, and your firm's capacity for electronic distribution, the filing of documents, and the distribution of bond transcripts in electronic format.



3. Opinions / Comments on Scope of Services. Confirm that your firm can issue opinions that will be necessary for the completion of the transaction. If legislative action is needed before an opinion can be given, provide a brief summary of such legislation. Describe any other legal issues that must be resolved before the financing program can be completed. Elaborate on the services you propose to perform as Issuer's Counsel for the proposed financing. In what way do you expect the scope of services to differ from those listed in Section V? What specific expertise can your team bring to the role? Elaborate on the services you propose to perform as UW Counsel for the proposed financing. In what way do you expect the scope of services to differ from those listed in Section V? 4. Baltimore Presence and Knowledge of Maryland Law. Please explain your firm’s presence within the City of Baltimore and describe whether or how that presence is relevant to the proposed transaction. Please also explain your firm’s knowledge of and expertise in the areas of Maryland law likely to be relevant to the Project. 5. Potential Conflicts. Disclose any material assignments, relationships, or other employment that your firm or any employee of your firm has with any financial advisory firms, investment banks or other financial institutions, governmental entities, or other entities that may create a

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conflict of interest or the appearance of a conflict of interest if selected as Issuer's Counsel or UW Counsel. Discuss any measures that are either in place at your firm or would be taken to identify, disclose, and resolve any possible conflicts. Please list specifically any conflicts resulting from material adverse matters, as distinguished from the conduct of business as usual. Indicate what steps would be taken to eliminate any such conflict. 6. Professional Liability Insurance. The Proposer shall agree to maintain in full force and effect during the term of the Contract professional liability insurance covering, among other things, securities- and malpractice-related claims (the "Insurance"). Please provide a description of the coverage (including amount) of the Insurance. Acknowledge that if selected as Issuer's Counsel or UW Counsel, your firm will provide to the City proof of such Insurance immediately upon request. Please list any pending claims or disputes relating to prior opinions as counsel in any municipal finance transaction. 7. Rationale for Appointment. The Proposer is invited to present the case for its selection as the firm or joint venture to whom the Contract should be awarded for Issuer's Counsel and for UW Counsel. The Proposer may submit any other information not otherwise presented in the Technical Proposal that it considers essential to a fair evaluation of its experience and capabilities in regards to either or both of the Issuer Counsel or UW Counsel roles. 8. IRS Experience. Please describe any experience your firm has with IRS investigations or audits of tax-exempt financings. 9. Execution. A person or persons authorized to bind the Proposer shall execute the Technical Proposal in a manner clearly indicating that the Technical Proposal is binding. VI.C. Price Proposal. The Price Proposal should be prepared in a clear and concise manner and should address the subsections below. NOTE: Prior to the final selection of Issuer's Counsel or UW Counsel, the City may negotiate a fee structure that provides the best overall value to the authority. If an agreement cannot be reached with a recommended firm, negotiations will be attempted with the other firms. 1. Rates. The Offeror must submit a list of the current standard billing rate for each attorney, each para-professional, and each law school graduate not admitted to practice who it is expected to be part of the Team. No compensation will be permitted for the services of law clerks. To the extent that there are different teams for Issuer's Counsel and UW Counsel, create a separate response.

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For Issuer's Counsel and UW Counsel separately, state the basic fee structure upon which your firm believes would provide the best value to the City. (Your firm may propose different fee structures for Issuer's Counsel versus UW Counsel.) Also provide the assumptions on which your firm’s fee would be predicated and any factors that would change the actual fee. 2. Efficiencies. Discuss the approach your firm takes to efficiently allocate the legal work assignments to professionals of various levels (i.e. Partner, Associate and Paralegal) in order to meet client needs for high quality legal services at an effective cost. 3. Certification. Certify that, to the best of its knowledge, the price information submitted is accurate, complete, and correct as of the Proposal Deadline Date, and if negotiations are conducted, as of the date of the Proposer's best and final offer. 4. Joint Venture and Fees. If two persons or firms respond to the solicitation jointly, the specific services to be provided by each firm should be identified. Moreover, the proposals should indicate how the firms would expect to coordinate their work so as to maximize the cost-efficiency of the transaction. 5. Innovative Techniques. The City is interested in proposals for creative billing techniques that provide the best value for services rendered. The Proposer may submit a statement, not more than two pages in length, with respect to billing proposals. For example, would your firm be willing to enter into a flat rate for Issuer's Counsel and/or UW Counsel? Alternatively, if your firm is proposing an hourly rate and if your firm is willing, include in this proposal a reasonable cap to the fee (for example, per $1000 bonds issued) that may not be exceeded without prior written approval of the Contract Officer. 6. Execution. The Price Proposal shall be executed by a person or persons authorized to bind the Offeror.

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Section VII. Selection Criteria. The Selection Committee will review the Proposals. The Selection Committee may use the following criteria to rank all acceptable Proposals and to develop recommendations to be presented to the Selecting Authority, although the City reserves the right to consider factors beyond those mentioned below and to follow any other selection process that may or may not include all or none of the criteria described below.
Factor 1. Firm’s recent experience as bond or underwriter's counsel: a. Prior experience with municipal bond issues. b. Size and number of prior bond issues and experience in complex bond financings similar to or related to this proposed financing. c. Experience with credit enhancers and/or bond insurers. 2. Organization, size and structure of firm: a. Number of employees currently engaged in municipal bond transactions. b. Response to Baltimore presence issue including relevance of presence to this transaction. 3. Expertise a. Expertise of team specifically assigned to transaction b. Expertise of firm in regards to the tax-exempt requirements, arbitrage, disclosure, and audits. c. Qualifications of staff (e.g., areas of expertise, years and type of experience. etc.). d. Innovative structures/financings. 4. Clarity, responsiveness, and completeness of written Proposals and oral presentation (if any) to the purpose of the RFP and additional rationale for appointment. 5. Responsiveness and flexibility on fee issue. 6. Other factors: a. MBE and/or WBE participation. b. Conflicts. c. Computer Capacity. Emphasis medium




high medium

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