HomeMy WebLinkAboutFY23-24 Attorney - Bond Counsel, Orricke -,7. ems'• sY ,...— �-.. .
orrick
Statement of Qualifications and Expression of Interest in
Providing Bond Counsel, Public Financing Law and Related
Services for the:
COUNTY OF HAWAII
June 13, 2023
RFP CONTACTS:
Roger L. Davis
Partner
T 415-773-5758
E rogerdavis@orrick.com
John Y. Wang
15-773-5993
yang@orrick.com
STATEMENT OF QUALIFICATIONS TO THE COUNTY OF HAWAII
June 13, 2023
orrick
Orrick, Harrington & Sutcliffe LLP
405 Howard Street
San Francisco, CA 95814-4497
+1 415 773 5700
Via Email
Ms. Deanna Sako Ms. Elizabeth A. Strance
Director of Finance Corporation Counsel
County of Hawaii County of Hawaii
25 Aupuni Street 101 Aupuni Street
Suite 2103 Suite 325
Hilo, Hawaii 96720 Hilo, Hawaii 96720
Crystallene.Pacheco@hawaiicounty.gov corpcounsel@hawaiicounty.gov
Re: Statement of Qualifications and Expression of Interest in Providing Bond Counsel,
Public Financing Law and Related Services for the County of Hawaii
The undersigned attorneys, Roger L. Davis and John Y. Wang and the law firm of which they are
partners, Orrick, Herrington & Sutcliffe LLP, are very interested in providing legal services for the County
of Hawaii (the "County"), its departments and agencies in any matters pertaining to:
• Bond Counsel;
• Public Financing Law;
• Disclosure Counsel;
• Tax Counsel;
• Continuing Disclosure Counsel;
• Lease Financing;
• Community Facilities Districts;
• Multifamily Rental Housing Finance
• Investment Agreements; Swaps;
• Arbitrage Rebate Compliance;
• Other Post -Issuance Compliance;
• IRS or SEC Audits/inquiries/Rulings;
• Public Private Partnerships; and
• any other matter related to public finance.
Pursuant to the Notice to Providers of Professional Services (HRS 10313-304) the following statement of
qualifications and expression of interest is submitted for your evaluation.
The information requested (in the order specified) in the Notice to Providers of Professional Services is
set forth below:
ORRICK, HERRINGTON & SUTCLIFFE LLP 1
STATEMENT OF QUALIFICATIONS TO THE COUNTY OF HAWAII
1. The name of the firm or person, contact information, including email address, the principal
place of business, and location of all of its offices:
Roger L. Davis
John Y. Wang
Partner
Partner
Orrick, Herrington & Sutcliffe LLP
Orrick, Herrington & Sutcliffe LLP
The Orrick Building
The Orrick Building
405 Howard Street
405 Howard Street
San Francisco, CA 94105
San Francisco, CA 94105
Tel: 415.773.5758
Tel: 415.773.5993
Fax: 415.773.5759
Fax: 415.773-5759
Email: rogerdavis@orrick.com
Email: jwang@orrick.com
In addition to San Francisco, Orrick, Herrington & Sutcliffe LLP also has offices in Boston, Austin, Houston,
Chicago, Los Angeles, Orange County, New York, Portland, Sacramento, Santa Monica, Silicon Valley,
Seattle, Washington, D.C., Wheeling (GOIC), Beijing, Brussels, Dusseldorf, Geneva, London, Milan,
Munich, Paris, Rome, Shanghai, Singapore, Taipei and Tokyo. Orrick's subsidiary, BLX Group ("BLX") also
has offices in Dallas, Los Angeles, New York, Phoenix, and Tampa.
2. The age of the firm and its average number of employees over the past five years:
Orrick, Herrington & Sutcliffe LLP traces its history to 1863. The number of attorneys practicing at Orrick
has steadily increased each year and is now over 1,400. Firm -wide, we employ more than 3,100 people in
our 28 offices. Over the past five years, Orrick has averaged 1,332 attorneys and 990 non -attorneys.
3. The education, training, and qualifications of the individual, or if a firm, its key employees
in accordance with HRS 103D-304 and/or the professional and scientific occupation series
contained in the United States Office of Personnel Management's Qualifications Standards
Handbook
Roger Davis would be the lead attorney, assisted primarily by John Wang with Chas Cardall handling tax
issues, with regard to all financing matters for the County of Hawaii. They would be assisted by the other
members of Orrick's Hawaii team and other members of Orrick's public finance department as required by
the demands of any particular financing. Resumes of the attorneys most likely to be involved are included
as Exhibit A. Below is a narrative description of the background of the lead members of the County of
Hawaii team.
Roger L. Davis
Mr. Davis is the former Chairman of Orrick's Public Finance Department and led that practice at Orrick for
more than 30 years. Over the course of his career, Mr. Davis has been principally responsible as lead bond
counsel, disclosure counsel or underwriters' counsel for over one thousand transactions of almost every
conceivable type and has participated in many others, and has handled a great many non -transactional
public finance matters (e.g., legislation, IRS rulings and audits, SEC no action letters and investigations,
test litigation, investment agreements, interest rate swaps, escrow restructurings, default work-outs, etc.).
In addition, Mr. Davis has written (and, on occasion, helped lobby) a substantial amount of the bond related
legislation enacted in California and some bond related legislation for other states, including Hawaii. Mr.
Davis co-authored articles for the National Law Journal about: (1) the effect on state and local governments
ORRICK, HERRINGTON & SUTCLIFFE LLP 2
STATEMENT OF QUALIFICATIONS TO THE COUNTY OF HAWAII
of the SEC's continuing disclosure rules and (2) liability of municipal issuers in the event their bonds are
determined by the IRS to be taxable. Clients and other participants have reported that they particularly
value Mr. Davis for the breadth of his experience and ability to apply it in finding or creating solutions and
otherwise improving the structure and terms of the matters in which he is involved.
For over two decades, Hawaii has been one of Mr. Davis's principal areas of concentration. Since 1988,
he has worked on more than 260 bond transactions involving Hawaii State or County issuers. For example,
General Obligation Bonds (including issues for the State of Hawaii, the City and County of Honolulu, the
County of Maui, the County of Kauai and the County of Hawaii).
Revenue Bonds (for transportation including Hawaii Harbor Revenue Bonds and Hawaii Highway Revenue
Bonds, revenue bonds for the Department of Hawaiian Home Lands, the University of Hawaii and Hawaii
Health Systems Corporation, bonds backed by excise, sales or transient accommodations taxes, including
legislation and test litigation for Hawaii Convention Center Bonds (Convention Center Authority v. Anzai),
water revenue bonds and wastewater revenue bonds for the City and County of Honolulu and an EB5 Loan
Agreement for the University of Hawaii).
Special improvement district (a.k.a., assessment) and community facilities district (a.k.a., Mello -Roos)
bonds, the type of bonds authorized to be issued under Hawaii Revised Statutes Section 46-80.1. Community
facilities districts ("CFDs") have their origin in Hawaii in a speech given by Roger Davis on infrastructure finance
sponsored by the Hawaii Island Economic Development Board. He devoted only a few minutes at the end of
his speech to CFDs, which were available in California and a few other states but not in Hawaii. After the
speech, several people asked Mr. Davis to prepare CFD legislation for Hawaii. Mr. Davis drafted what is now
Section 46-80.1 H.R.S. He lobbied for it with the State legislature for several years until it became law. He
gave a number of presentations at meetings of county finance officers and others explaining Section 46-80.1
and CFD financing. He drafted the model ordinance implementing the authority provided by Section 46-80.1,
on which the ordinances adopted by the County of Hawaii, the City and County of Honolulu, and the County of
Kauai were based.
Lease financing (including certificates of participation in financing leases, such as the lease agreement for the
State Telecommunications System for the Hawaii State Government, IFB No. F-95-022-OHMKL (the first lease
financing for Hawaii), the certificates of participation "COPS" financing for the State Office Building in Kapolei
(Hawaii's first COPS financing), the COPS financing of No.1 Capitol District State Office Building, the refunding
of these two COPS financings in 2009, the State's safety equipment lease purchase agreement in 2010, an
EB5 Loan Agreement for the University of Hawaii (2012), advice on H.B. No. 3389 (Act 119, Chapter 37D
Hawaii Revised Statutes) authorizing lease financings, co -counsel (with the Attorney General) on the petition
to the Hawaii Supreme Court regarding the validity of lease financing (in re Anzai, 85 Haw. 1, 936 P.2d 637
(1997), and general advice on lease financing, including preparation of a standard form of financing lease rider,
to be attached to all vendor leases, for the State of Hawaii and for the County of Kauai and the County of Maui).
Housing Bonds (including issues for the Hawaii Public Housing Authority (and its predecessors), Hawaii
Housing Finance & Development Corporation, the City and County of Honolulu and the County of Kauai).
Conduit Bonds (for hospitals, investor -owned utilities and private schools and colleges, including special
purpose revenue bonds for The Queen's Health Systems, Hawaii Pacific Health, Kapiolani Health Care
System, Wahiawa General Hospital, G.N. Wilcox Memorial Hospital, Kaiser Permanente, Kahala Nui, Hawaiian
ORRICK, HERRINGTON & SUTCLIFFE LLP
STATEMENT OF QUALIFICATIONS TO THE COUNTY OF HAWAII
Electric Company, Citizens Utility, Wailuku River Hydroelectric, Mid -Pacific Institute, Hawaii Pacific University,
Chaminade University, Montessori of Maui and Island Pacific Academy).
Swaps and other hedges (including explicit and embedded swaps, caps, floors, options, swaptions, and other
hedges, both primary and secondary markets; Mr. Davis helped draft Acts 38 and 39 enacted in 2003 amending
Section 47-7(b) and Section 49-4(c), H.R.S., to authorize Hawaii counties to enter into interest rate swaps and
other hedge contracts). He also co-authored the booklet on Interest Rate Swaps: Application to Tax -Exempt
Financing.
Investment Agreements (including forward purchase and reserve put agreements), including for the City and
County of Honolulu, the Board of Water Supply of the City and County of Honolulu and the County of Maui.
Disclosure Compliance (as co-head of Orrick's disclosure group), including SEC Rule 15c2-12 continuing
disclosure for the City and County of Honolulu and the County of Maui.
Rebate and other Post -Issuance Tax Compliance (as one of the partners responsible for supervising
Orrick's wholly -owned subsidiary, BLX Group LLC), including for the State of Hawaii, the City and County of
Honolulu, the Board of Water Supply of the City and County of Honolulu, and the County of Maui.
Audits, Investigations and Workouts (as co-head of Orrick's Troubled Transactions Group), including IRS
audits, SEC investigations, defaults, work-outs and the like, including several IRS audits for the State of Hawaii
and the City and County of Honolulu.
A list of transactions is attached hereto as Exhibit B. At the end of Exhibit B is also a list of non -
transactional Hawaii matters on which Mr. Davis has worked during that period.
John Wang
Mr. Wang joined Orrick from Hawkins, Delafield & Wood in 2003 and became part of Orrick's Hawaii team
in 2004. Since then, Mr. Wang has worked with a variety of different Hawaii issuers either as bond counsel
or underwriter's counsel, including matters for the City and County of Honolulu, the State of Hawaii, the
University of Hawaii, the County of Hawaii and the County of Kauai (consisting of most of the issues listed
in Exhibit B since 2004.)
Mr. Wang, leader of Orrick's global Finance Business Unit and a partner in the Public Finance Department,
has broad experience serving as bond counsel, disclosure counsel and underwriter's counsel, focusing on
a variety of types of transactions, including municipal general obligations bonds, municipal water and
wastewater financings, solid -waste, waste -to -energy, higher education financing, pollution control,
industrial development financing, public power financing, municipal lease financings, redevelopment
financings and conduit financing for nonprofit 501(c)(3) borrowers.
Charles C. Cardall
Mr. Cardall, the former Chair of Orrick's Tax group, has been part of Orrick's Hawaii team for a number of
years and has been the principal tax lawyer on many of the financings listed in Exhibit B for which Orrick
was bond counsel or special tax counsel.
The tax aspects of municipal bonds is a very complex and arcane subject in which only a handful of tax
lawyers around the country can claim true expertise. One of the best and most experienced of these is
ORRICK, HERRINGTON & SUTCLIFFE LLP 4
STATEMENT OF QUALIFICATIONS TO THE COUNTY OF HAWAII
Chas Cardall, who has specialized in the tax aspects of public finance at Orrick for more than 20 years and
reviews and provides tax advice on more than 100 bond issues a year and handles a number of IRS audits
of the tax status of bonds each year, including for the State of Hawaii and the City and County of Honolulu.
In an era of increasing IRS audits, and corresponding increased exposure of issuers of tax exempt bonds
to IRS audits and related consequences, the importance of prudent and experienced tax advice cannot be
overstated. Because Orrick has the largest and most diverse municipal bond practice in the country, its tax
lawyers, and Mr. Cardall in particular, are experienced in virtually every tax issue that may arise in the types
of transactions that may be undertaken by the County of Hawaii, and constantly up-to-date on every new
development, including IRS concerns and attitudes about these types of financings.
Hawaii Experience
We believe that in recent years Orrick and its Hawaii team have been involved in a greater number and diversity
of bond issues in Hawaii than any other fine. This has included, as bond counsel, almost every issue for the
City and County of Honolulu and for the Board of Water Supply of the City and County of Honolulu since at
least 2001 (as well as providing advice on potential homeless, street lighting and multifamily housing programs)
and every issue for the County of Maui from the fall of 1992 to the beginning of 2005 (with new engagement
starting 2020), and, as bond counsel or underwriter's counsel, most issues by the County of Kauai since the
early 1990s and, as underwriter's counsel, all or most recent issues by the County of Hawaii since 2008
(excluding those sold by competitive sale), as well as many issues, usually as bond counsel but occasionally
as underwriter's counsel, for the State of Hawaii and for every State department or agency that issues tax-
exempt bonds (except Airports), and for Department of Hawaiian Homelands, the University of Hawaii and
Hawaii Health Systems Corporation. In addition to bond issues, such experience has included lease financing,
IRS ruling requests, arbitrage rebate compliance, periodic review of private use, investment contracts,
continuing disclosure, IRS audits and VCAPs, solid waste and waste -to -energy matters, transit matters
(HART), preparation of or advice on legislative statutes and ordinances, test litigation, seminars and workshops.
As a result, we are thoroughly familiar with all legal, practice, procedural, disclosure and other matters
pertaining to bond financing in Hawaii. This includes relevant portions of the State Constitution, particularly
Article VII, Sections 12 and 13 (and the related history and case law), Hawaii Revised Statutes Chapter 46
(pertaining to county powers), including Sections 46-15.1 and 46-15.2 (housing), Section 46-19.1 (solid
waste/H Power), Section 46-80.1 (which we wrote, authorizing community facilities districts), Chapter 47
(pertaining to general obligation bonds), Chapter 47D (pertaining to lease financing), Chapter 49 (pertaining to
revenue bonds), Sections 47-7 and 49-4 (relating to interest rate swaps and other hedges), other relevant
statutes, as well as the particular practices and procedures followed when issuing bonds.
4. A list of recent projects and the names of up to five clients who may be contacted, including
at least two for whom services were rendered during the preceding year:
Recent Projects. A list of transactions for Hawaii state and county issuers is attached hereto as Exhibit B.
At the end of Exhibit B is also a list of non -transactional Hawaii matters on which we have worked during that
period. Because a list of all transactions for which our firm served as bond counsel during just the last five
years would include several thousand transactions, we have not included such a list here, but one can be
supplied upon request.
ORRICK, HERRINGTON & SUTCLIFFE LLP
STATEMENT OF QUALIFICATIONS TO THE COUNTY OF HAWAII
Clients. Following are five clients for whom we have rendered service during the preceding year:
(1) Andrew Kawano
Director
City and County of Honolulu
Department of Budget and Fiscal Services
530 South King Street, Room 208
Honolulu HI 96813
Phone:808-768-3901
(2) Kristopher Lum Kee
Assistant Chief Of Treasury
City and County of Honolulu
530 South King Street,
Room 115
Honolulu HI 96813
Phone: (808) 768-3985
(3) Luis Salaveria
Director of Business, Economic Development, and Tourism
State of Hawaii
No. 1 Capitol District Building
250 South Hotel Street, Room 507
Honolulu, Hawaii 96813
Phone: (808)586-1518
(4) Lynn Y. Wakatsuki
Deputy Corporation Counsel
City and County of Honolulu
530 South King Street, Room 110
Honolulu HI 96813
Phone: (808) 586-2355
(5) Deanna Sako
Director of Finance
County of Hawai'i
Department of Finance
25 Aupuni Street, Suite 2103 — Finance
Hilo, HI 96720-4245
Phone: (808) 961-8517
5. Any promotional or descriptive literature which the fine desires to submit:
Public Finance Practice. Orrick has maintained a substantial practice in the area of public finance
for more than 100 years. Orrick has been ranked the number one bond counsel law firm and number
one disclosure counsel law firm in the country for the last twenty years based on total volume of
financings for which it serves as bond counsel and disclosure counsel. Nationally, during 2022, Orrick
served as bond counsel on 375 transactions aggregating more than $43.56 billion (representing a
national market share of 12.1 %) and served as disclosure counsel on 78 transactions aggregating
more than $19.27 billion (representing a national market share of 14.9%). What is relevant to us about
these rankings is not that Orrick may be the oldest, largest, highest -ranked or even most experienced
bond counsel firm but that so many governmental clients have put their trust in the Orrick tears over
the years.
ORRICK, HERRINGTON & SUTCLIFFE LLP
STATEMENT OF QUALIFICATIONS TO THE COUNTY OF HAWAII
Attached hereto as Exhibit C, are national bond counsel rankings for the last ten years and the first
quarter of 2023. In addition to serving as bond counsel and underwriter's counsel, Orrick also acts
as issuer counsel, special tax counsel, trustee's counsel, company counsel, credit provider counsel,
swap/derivative provider counsel and lender counsel in connection with the issuance of tax-exempt
bonds, as well as providing post-issuanoe services in connection with arbitrage rebate, continuing
disclosure, IRS audits, SEC investigations, defaults, bankruptcies and other workouts. We have
served as bond or other counsel for issues in 44 of the 50 states and several territories.
What is relevant is not so much that we are the oldest, largest or even the most experienced bond
counsel firm, but that enough govemmental clients have put their trust in us, and have done so
repeatedly, to enable us to achieve and maintain the status reflected above.
Nearly 100 public finance and public finance tax attorneys are located in Austin, Houston, Los
Angeles, New York. Orange County, Portland, Sacramento, San Francisco, Seattle and Washington,
DC. Members of our Hawaii team are all located in San Francisco. The quality of our attorneys, the
depth of resources, the diversity of practice and the unmatched level of tax and disclosure expertise
are considered to be particular strengths of our public finance department. As the former chair of the
department, Roger Davis can assure the County of Hawaii of priority access to the full resources of
the department and the firm, including every office and practice unit.
Department Practice Groups. The public finance department at Orrick is loosely organized into
the following practice area groups:
general obligation bonds
land -secured financings (including assessment and community facilities districts)
revenue bonds (including enterprise and lease revenue bonds)
tax, revenue and grant anticipation notes
leasing and certificates of participation
water and wastewater financing
single family and multifamily housing
redevelopment agency financing
school financing
higher education, student loan and other non-profit corporation financing
public power financing
transportation financing
health care financing
industrial development, pollution control and solid waste financing
pension and other post -employment benefit (OPEB) financing
derivative products/swaps
asset securitization (delinquent taxes, federal and state grants, parking fines, tobacco
settlement revenues, consumer transition charges)
credit enhancements
arbitrage rebate
continuing disclosure
troubled transactions
The purpose of these groups is to focus and enhance expertise, efficiency, consistency, quality and
responsiveness to clients. Each group can field several teams of attorneys with broad experience in its
practice area, familiarity with all of the financing options that may be considered, knowledge of the most
recent developments in state law, federal tax law and financing techniques, and sufficient resources to meet
any rigorous financing schedule.
ORRICK, HERRINGTON & SUTCLIFFE LLP
STATEMENT OF QUALIFICATIONS TO THE COUNTY OF HAWAII
Mr. Davis and Mr. Wang are each members of the General Obligation Bond Group. Since 2019, the
attorneys in this Group have worked on more than 1,000 general obligation bond issues totaling $87 billion
for states, counties, cities and other entities in California, Florida, Hawaii, Illinois, Louisiana, Mississippi,
Nevada, New York, Oregon and Texas. They are also members of the Revenue Bond Group, which over
the same period worked on more than 1,800 revenue bond issues of virtually every conceivable type,
throughout the United States and its territories aggregating more than $2.4 billion. In addition, Mr. Davis is
a member of our Lease and Certificates of Participation Finance Group which over the same period handled
more than 100 transactions totaling more than $8 billion. Mr. Davis is also a member of Orrick's Community
Facilities District/Assessment Financing Group, which has worked on more than 125 financings for cities,
counties, joint powers authorities, and other special districts. These financings have aggregated more than
$1 billion since 2019.
We would be pleased to supply additional information about our public finance department and its practice
specialties upon request.
We believe that the following special features distinguish Orrick's public finance practice:
t more experience specifically with Hawaii county bond matters than any other bond counsel firm,
currently and for the past 20 years
more experience with Hawaii public finance generally than any other firm and with every type of
bond financing that Hawaii County may consider
a consistent team of attorneys who continuously work together on Hawaii matters
particular expertise in the tax aspects of public finance
• particular expertise in securities laws matters, including Rule 15c2-12 continuing disclosure
ranked number one bond counsel nationally for the past 20 years, preeminent national reputation
and universal acceptance of our opinions by the bond market
commitment to thorough, high quality, innovative, solution -oriented client service and not just
"doing deals"
emphasis on outstanding service, responsiveness, cost effectiveness, and
attention to the needs of our client to ensure that financings work as intended and that our client's
interests are served and protected.
We are very interested in the opportunity to provide legal services for the County of Hawaii as bond counsel,
in public financing law and on any related matters and we hope that the foregoing is sufficient to
demonstrate our qualifications. We believe that we can offer the best combination of experience,
reputation, reliability, continuity, responsiveness and results. Please let us know if you have any questions
or if we can provide any additional information.
Respectfully submitted,
As,j 4. DI .:.—
Roger L. Davis
John. Y. Wang
ORRICK, HERRINGTON 8 SUTCLIFFE LLP 8
EXHIBIT A — ATTORNEY RESUMES
EXHIBIT A
HAWAII TEAM RESUMES
Roger L. Davis
Partner
(415) 773-5758
Born New Orleans, Louisiana, admitted to bar, California. Education: Tulane University (B.A.); University
of California at Los Angeles (M.A., Ph.D.); Harvard Law School (J.D., Magna Cum Laude). Member,
Harvard Law Review. Director, American College of Bond Counsel, Director, California Public Securities
Association. Member, Legal Advisory Committee to the Securities Industry and Financial Markets
Association. Member, Technical Advisory Committee, California Debt and Investment Advisory
Commission. Member, Municipal Fiscal Advisory Committee to the Mayor of San Francisco. Member, Bay
Area Council, Transportation Committee. Member, National Association of Bond Lawyers, Committee on
Professional Responsibility and Committee on Securities Law and Disclosure. Mr. Davis was the Chairman
of the firm's Public Finance Department for more than 30 years. He has served as bond counsel,
underwriter's counsel and bank counsel with respect to virtually every type of obligation issued by public
entities, in addition to speaking on panels, writing articles about public finance and drafting legislation which
facilitates borrowing by public entities for a wide variety of projects and programs. Mr. Davis is generally in
charge of Orrick's Hawaii bond practice and has worked on practically all of the issues listed in Exhibit B.
John Wang
Partner (415) 773-5993
Born Ridgewood, New Jersey; admitted to bar, California. Education: University of California, Los Angeles,
(B.S. Applied Mathematics); Southwestern University School of Law (J.D.). Southwestern Journal of Law
and Trade in the Americas, Editor -in -Chief. Mr. Wang is currently the leader of the firm's global Finance
Business Unit. Mr. Wang has broad experience serving as bond counsel, disclosure counsel and
underwriter's counsel, focusing on a variety of types of transactions, including municipal general obligation
and lease Financings, municipal water and wastewater financings, private activity financings and conduit
financings for nonprofit 501(c)(3) borrowers, including most of the issues listed in Exhibit B for the past
nine years.
Charles Christopher Cardall
Tax Partner (415) 773-5449
Born Pomona, California; admitted to bar, California. Education: University of California at Berkeley (B.A.),
with High Honors; Hastings College of Law, University of California (J.D.). Mr. Cardall specializes in
municipal finance, nonprofit corporation and general corporate tax matters. His tax-exempt financing
experience includes general obligation, private activity, health care, revenue, cash flow, lease, special tax,
certificates of participation and pooled financings, and he has extensive experience with refinancings and
arbitrage and rebate matters. Mr. Cardall is Chair of Orrick's Tax Group and is a regular panelist on various
federal tax topics for the National Association of Bond Lawyers, the Practicing Law Institute, and the
California Debt Investment Advisory Commission. Mr. Cardall is co-chair of Orrick's public finance tax
group and regularly works with its Hawaii team, including on most of the issues listed in Exhibit B.
ORRICK, HERRINGTON & SUTCLIFFE LLP A-1
EXHIBIT B —EXPERIENCE IN THE STATE OF HAWAII
ORRICK EXPERIENCE AS BOND COUNSEL
OR UNDERWRITER'S COUNSEL
IN THE STATE OF HAWAII SINCE 1988
(as of June 13, 2023)
Name of Bond Issue
Amount
Date of
Issuance
City and County of Honolulu
Wastewater System Revenue Bonds (First Bond Resolution)
TBD
TBD
Senior Series 2023
City and County of Honolulu
TBD
June 8, 2023
General Obligation Bonds, Series 2023 A. B, C and D
County of Hawaii
General Obligation Bonds
TBD
June 2023
Series 2023
Hawaii Housing Finance and Development Corporation Multifamily
Housing Revenue Note (Kaloko Heights Affordable Housing
$27,000,000
3/30/2023
Project) Series 2023
Board of Water Supply of the City and County of Honolulu
Water System Revenue Bonds
$17,425,000
3/23/2023
Series 2023
City and County of Honolulu
$244.475,000
7/19/2022
General Obligation Bonds, Series 2022 A, B, C. & D
City and County of Honolulu
Wastewater System Revenue Bonds (First Bond Resolution)
$241.355,000
5/25/2022
Senior Series 2022A (Green Bonds)
Board of Water Supply of the City and County of Honolulu
Wastewater System Revenue Bonds
$241,355,000
5/11/2022
Senior Series 2022A
Hawaii Housing Finance and Development Corporation
Multifamily Housing Revenue Note
$12,375,262
3/30/2022
(Pauahi Kupuna Hale) Series 2022
Office of Hawaiian Affairs
$6,939.168
3/15/2022
Tax -Exempt Loan Agreement
$52,560,000
3/8/2022
Board of Water Supply of the City and County of Honolulu
Series 2022 B
Board of Water Supply of the City and County of Honolulu
$82,700,000
3/8/2022
Series 2022 A
Public Finance Authority
Student Housing Revenue Bonds
University of Hawaii Foundation Project
$91,915,000
11/18/2021
Senior Series 2021A-1, 2021A-2 and 2021 B
(Green and Social Bonds)
ORRICK, HERRINGTON &SUTCLIFFE LLP F3-1
EXHIBIT B - EXPERIENCE IN THE STATE OF HAWAII
Name of Bond issue
Amount
bate of
Issuance
Hawaii Housing Finance and Development Corporation
Multifamily Housing Revenue Note
$21,020,000,
8/30/2021
(Hale Makana 0 Moiliili) Series 2021
City and County of Honolulu
$202,900,000
7/21/2021
General Obligation Bonds, Series 2021 A & B
City and County of Honolulu
$20,055,000
7/21/2021
General Obligation Bonds, Series 2021 C
City and County of Honolulu
$372,700,000
7/21/2021
General Obligation Bonds, Series 2021 D a E
City and County of Honolulu
$147,020,004
7l2il2021
General Obligation Bonds, Series 2022 A
$28,560,000
5/4/2021
County of Kauai
General Obligation Bonds, Series 2021A and 2021 B
Board of Water Supply of the City and County of Honolulu
Water System Revenue Bonds
$93,535,000.00
3/25/2021
Series 2021A (Tax -Exempt) and Series 2021 B (Taxable)
Hawaii Housing Finance and Development Corporation
Multifamily Housing Revenue Note
$23,988,000
1/15/2021
(Waikoloa Family Affordable Rental) Series 2021
City and County of Honolulu
Wastewater System Revenue Bonds (First Bond Resolution)
$273,670,000
12/29/2020
Senior Series 2020A (Taxable)
Department of Budget & Finance of the State of Hawaii
General Obligation Bonds
$1,147,555,000
10/21/2020
Series GA, GB and GC"
County of Maui
General Obligation Bonds, Series 2020
$74,420,000
09/09/2020
Hawaii Housing Finance and Development
Corporation
Multifamily Housing Revenue Note
$41,000,000
9/30/2020
Ka una One Apartments) Series 2020
City and County of Honolulu
General Obligation Bonds
$346,335,000
7/22/2020
Series 2020, C. D. E and F
Board of Water Supply of the City and County of Honolulu
Water System Revenue Bonds
$106, 635,00
3/11/2020
Series 2020A (Tax -Exempt) and Series 2020E (Taxable)
ORRICK, HERRINGTON & SUTCLIFFE LLP B-2
EXHIBIT B — EXPERIENCE IN THE STATE OF HAWAII
Name of Bond Issue
Amount
Date of
Issuance
City and County of Honolulu General Obligation Bonds
(Honolulu Rail Transit Project)
$295,225.000
2/12/2020
Series 2020A and Series 2020E
Department of Budget & Finance of the State of Hawaii
Special Purpose Revenue Bands (Hawaii Mid -Pacific Institute)
$9,520,000
2/13/2020
Series 2020*
City and County of Honolulu
Wastewater System Revenue Bonds
Senior Series 2019A, B and C
$469,910,000
10/23/2019
Junior Series 2019A and B
City and County of Honolulu General Obligation Bands
$548,945
8/7/2019
Series 2019C, D, E, F, G. H, I and J
Department of Budget & Finance of the State of Hawaii
Special Purpose Revenue Refunding Bonds
$48,079,910
5/15/2019
(Hawaii Pacific Medical Group), Series 2019*
$250.025,000
1/31/2019
City and County of Honolulu General Obligation Bonds
Series 2019A (Tax -Exempt) and Series 2019E (Tax -Exempt)
City and County of Honolulu
General Obligation Bonds
$468,470,000
8/15/2018
Series 2018 A and B and Series 2018 C, D, E and F (Taxable)
Department of Budget & Finance of the State of Hawaii
Special Purpose Revenue Refunding Bonds
$33.915,000
3/15/2018
(Hawaii Pacific University), Series 2018*
City and County of Honolulu
Wastewater System Revenue Bonds
$324,745,000
2/13/2018
Junior Series 2018 A and B and Senior Series 2018 A and B
ORRICK, HERRINGTON & SUTCLIFFE LLP B-a
EXHIBIT B — EXPERIENCE IN THE STATE OF HAWAII
Name of Bond Issue Amount
Date of
Issuance
County of Kauai
General Obligation Bonds $24.015,000
10/18/2017
Series 2017
City and County of Honolulu
General Obligation Bonds
$350,000,000
9/6/2017
Series 2017 H
City and County of Honolulu
General Obligation Bonds
$416,670,000
8/16/2017
Series 2017 A. B. C. D. E (Cross -Over Refunding Bonds), F
(Taxable Cross -Over Refunding Bonds), and G (Green Bonds)
Department of Hawaiian Homelands
$15,125,000
712512D17
Certificates of Participation 2017 Series A
$30,94D,D00
Department of Hawaiian Homelands
7/25/2017
Revenue Bonds 2017 Series E
Hawaii County
General Obligation Bonds
$139,895,000
7/6/2017
2017 Series A, B, C, D, and E
State of Hawaii
General Obligation Bonds, Series 2017 FK, Series 2017FL, Series
$854,755,000
5/24/2017
2017 FM, Series 2017 FN and Series 2017 FO'
Hawaii Housing Finance and Development Corporation
Multifamily Housing Revenue Construction Note
$11,500,000
4/21/2017
(Waipahu Tower Project) Series 2017A-1 and 2017A-2
City and County of Honolulu General Obligation Bonds
$378,805,000
10/26/2016
Series 2016 A. B, C and D
ORRICK, HERRINGTON 8 SUTCLIFFE LLP E1,4
EXHIBIT 8 — EXPEDIENCE IN THE STATE OF HAWAII
Name of Bond Issue
City and County of Honolulu
Wastewater System Revenue Bonds
Senior Series 2016 A. B and C
City and County of Honolulu
Wastewater System Revenue Bonds
Junior Series 2016 A
Hawaii Housing Finance and Development Corporation
Multifamily Housing Revenue Bonds
(Kamana Elderly Apartments)
Subordinate Series 2016-S
Hawaii Housing Finance and Development Corporation
Multifamily Note
(Kamana Elderly Apartments)
Board of Regents of the University of Hawaii
University Revenue Bonds, Series 2015 E
(Forward Delivery)
State of Hawaii
General Obligation Bonds, Series 2016 FB, Series 2016 FC,
Series 2016 FD. Series 2016 FIE and Series 2016 FF*
Amount Date of
Issuance
$418,550,000 9/812016
$29,605.000 9/8/2016
$5,314,000 1 8/4/2016
$2,836,000 1 8/4/2016
$67,400,000 1 4/20/2016
$869,720,000 1 4/14/2016
Hawaii County General Obligation Bonds, 2016 Series A, 8, C, D, $235,765.000 2/18/2016
E and F
City and County of Honolulu $450.000.000 12/23/2015
Commercial Paper
Department of Budget & Finance of the State of Hawaii
Special Purpose Revenue Bonds $22,255.000 12/3/2015
(Chaminade University of Honolulu, Series 2015 A and B)*
ORRICK, HERRINGTON & SUTCLIFFE LLP 8-b
EXHIBIT B — EXPERIENCE IN THE STATE OF HAWAII
Name of Bond Issue
Amount
Date of
Issuance
Board of Regents of the University of Hawaii
University Revenue Bonds Series 2015 A, B. C and D
$166,285,000
9/10/2015
City and County of Honolulu
Wastewater System Revenue Bonds
Senior Series 2015 A, B and C and
$698,930,000
7/22/2015
Junior Series 2015 A and B
Hawaii Housing Finance and Development Corporation Multifamily
Housing Revenue Bonds, (Kalani Gardens), Series 2015 A
$10,750,000
3/13/2015
City and County of Honolulu
General Obligation Bonds
$888,635,000
4/2/2015
Series 2015 A, B, C, D and E
Hawaii Housing Finance and Development Corporation
Multifamily Housing Revenue Bonds
$10,750,000
3/13/2015
(Kalani Gardens) Series 2015A
Department of Budget and Finance of the State of Hawaii
Special Purpose Revenue Bonds
$32,545,000
1/22/2014
(Hawaii Pacific University Project) Series 2015*
Board of Water Supply of the City and County of Honolulu Water
$144,985,000
12/9/2014
System Revenue Bonds, Series 2014A and 2014 B
State of Hawaii
Taxable General Obligation Refunding Bonds of 2014 Series ER
$199,760,000
11/25/2014
and ES*
State of Hawaii
Taxable General Obligation Bonds of 2014 Series EO, EP and
$809,015
11/25/2014
EQ*
ORRICK, HERRINGTON & SUTCLIFFE LLP E"
EXHIBIT B — EXPERIENCE IN THE STATE OF HAWAII
Name of Bond Issue
Amount
Date of
Issuance
Department of Budget and Finance of the State of Hawaii
Special Purpose Revenue Bonds
$50,000,000
10/13/2013
(Hawai'i Pacific Health Obligated Group)
Series 2013C*
Department of Budget and Finance of the State of Hawaii
Special Purpose Revenue Bonds
$158,980,000
10/13/2013
(Hawai'i Pacific Health Obligated Group)
Series 2013 A & B*
Department of Budget and Finance of the State of Hawaii
Special Purpose Revenue Bonds
$42,190,DD0
7l30l2D13
(Hawai'i Pacific University Project)
Series 2013A*
County of Hawaii General Obligation Bonds
$98,825.000
1/30/2013
2013 Series A, 2013 Series B and 2013 Series C
State of Hawaii General Obligation Bonds of 2012, Series EE,
General Obligation Refunding Bonds of 2012, Series EF and
$866,990.000
12/4/2012
Taxable General Obligation Bonds of 2012, Series EG*
City and County of Honolulu, Hawaii
General Obligation Bonds, Series 2012A, Series 2012B,
$912,480,000
12/4/2012
Series 2012C, Series 2012D (Taxable), Series 2012E (Taxable)
Series 2012F (Taxable) and Series 2012G (Taxable)
City and County of Honolulu
Wastewater System Revenue Bonds
(First Bond Resolution)
$265.610,000
10/4/2012
Senior Series 2012
Hawaii Health Systems Corporation (Mau Regional Health Care
System) Revenue Bonds, 2012 Series A (USDA Guaranteed) and
$9,001,000
9/27/ 2012
2012 Series B
County of Kauai
General Obligation Bonds, Series 2012A (Non-AMT)
$34,375,000
61131/2012
and Series 2012 B AMT
City and County of Honolulu
$100,000.000
5/14/2012
General Obligation Commercial Paper
University of Hawaii EB5 Loan Agreement
$18,000,000
5/14/2012
Board of Water Supply of the City and County of Honolulu Water
$85,195,000
3/14/2012
System Revenue Bonds, Series 2012A
ORRICK, HERRINGTON & SUTCLIFFE LLP B-7
EXHIBIT B — EXPERIENCE IN THE STATE OF HAWAII
Name of Bond Issue
Amount
Date of
Issuance
Board of Regents of the University of Hawaii University Revenue
$8,575,000
2/9/2012
Bonds, Series 2012 A (R )
City and County of Honolulu Wastewater System Revenue Bonds
$169 189 999
10/13/2011
(First Bond Resolution) Senior Series 2011A
City and County of Honolulu
$304,345,000
8/4/2011
General Obligation Bonds, Series 2011A and Series 2011B
County of Kauai
$26,110,000
7/7/2011
General Obligation Refunding Bonds, Series 2011A
State of Hawaii Equipment Lease Purchase Agreement'
$25,511,611
4/14/2011
Department of Budget and Finance of the State of Hawaii
Special Purpose Revenue Bonds (Hawaii Pacific Health Obligated
$50,000,000
4/14/2011
Group), Series 2004B (Letter of Credit Substitution and
Remarketing)
City and County of Honolulu, Hawaii General Obligation Bonds,
$347,770,000
12/15/2010
Series 2010A Build America Bonds Taxable and Series 2010B
City and County of Honolulu
Wastewater System Revenue Bonds
$2D4,435,OOD
11/9/2010
(First Bond Resolution), Senior Series 2010
Subseries 2010A and Subseries 201 DB Build America Bonds
(Taxable)
City and County of Honolulu
$100,755,000
11/9/2010
Wastewater System Revenue Bonds
Second Bond Resolution), Junior Series 201 DA
Board of Regents of the University of Hawaii University Revenue
Bonds,
Series 201OA-1 (Build America Bonds), Series 2010A-2, Series
$292,730,000
10/7/2010
201 OB-1
Build America Bonds and Series 201OB-2
County of Hawaii, Hawaii
$6D,DDD,ODD
711312010
General Obligation Bonds
2010 Series A and 2010 Series B
Department of Budget and Finance of the State of Hawaii
Special Purpose Revenue Bonds
$61,210,000
7/21/2010
(Hawai'i Pacific Health Obligated Group)
Series 2010B'
Department of Budget and Finance of the State of Hawaii
Special Purpose Revenue Bonds
$101,940,000
6/4/2010
(Hawai'i Pacific Health Obligated Group)
Series 2010A
City and County of Honolulu, Hawaii,
$215,000,000
5/19/2010
General Obligation Commercial Paper Notes Issue A
City and County of Honolulu
$2.750, 000
3/25/2010
Wastewater System Revenue Bonds
USDA Bond Resolution Series 2010
County of Kauai
$120,000,000
3/2/2010
Taxable General Obligation Bonds, Series 2010A
ORRICK, HERRINGTON & SUTCLIFFE LLP B-9
EXHIBIT B — EXPERIENCE IN THE STATE OF HAWAII
Name of Bond Issue
Amount
Date of
Issuance
State of Hawaii Taxable General Obligation Refunding Bonds of
$293,680,000
11/10/2009
2009, Series DT, Series DU, Series DV and Series DW
State of Hawaii Taxable General Obligation Bonds of 2009
$32,000,000
11/5/2009
(Qualified School Construction Bonds), Series DS
Tax Credit Bonds
City and County of Honolulu, Hawaii
General Obligation Bonds,
$241,860,000
11/3/2009
Series 2009D, Series 2009E Build America Bonds (Taxable) and
Series 2009F
State of Hawaii
Certificates of Participation
$41,120.000
10/15/2009
(State Office Buildings)
2009 Series A'
City and County of Honolulu Wastewater System Revenue Bonds
$148.285,000
9/15/2009
First Bond Resolution Senior Series 2009A, 2009B, and 2009C
$127,045,000
9/15/2009
City and County of Honolulu
Wastewater System Revenue Bonds
Second Bond Resolution), Junior Series 2009A
City and County of Honolulu
$152,840,000
4/6/2009
General Obligation Bonds
Series 2007E
Department of Budget and Finance of the State of Hawaii
Special Purpose Revenue Bonds
$88,875,D00
4/1/2009
(Hawai'i Pacific Health Obligated Group)
Series 2009A'
City and County of Honolulu
General Obligation Bonds,
$376,710,000
4/28/2009
Series 2009A, Series 2009 B and Series 2009 C
University of Hawaii
Board of Regents
$100,000.00
3/31/2009
University Revenue Bonds
Series 2009A
'
State of Hawaii
Department of Hawaiian Homelands
$42,500,000
3/18/2009
Revenue Bonds
Series 2009A"
Hawaii County
General Obligation Bonds
$50,000,000
11/25/2008
Series 2008A
ORFOCK, HERRINGTON & SUTCLIFFE LLP 8-9
EXHIBIT B — EXPERIENCE IN THE STATE OF HAWAII
Name of Bond Issue
Amount
Date of
Issuance
City and County of Honolulu
Wastewater System Revenue Bonds
$112,440,000
5/14/2008
(Second Bond Resolution)
Junior Series 2008A
Department of Budget and Finance of the State of Hawaii
Special Purpose Revenue Bonds
$50,000,000
4/24/2008
(Hawai'i Pacific Health Obligated Group)
Series 2004B'
Hawaii Health Systems Corporation
(Maui Regional System)
$11,DOO,ODD
4/10/2008
Master Indenture Revenue Bond No. 1
City and County of Honolulu
General Obligation Bonds
$268,630,000
11/14/2007
Series 2007A
Department of Budget and Finance of the State of Hawaii
Special Purpose Revenue Bonds
$20,000,000
10/23/2007
(Island Pacific Academy Project)
Series 2007`
City and County of Honolulu
Wastewater System Revenue Bonds
$9,325,DOD
818120D7
(First Bond Resolution)
Senior Series 2007E
City and County of Honolulu
Wastewater System Revenue Bonds
$162,565,000
7l2412007
(First Bond Resolution)
Senior Series 2007A
Department of Budget and Finance of the State of Hawaii
Special Purpose Revenue Bonds
$5,7100,000
2/21/2007
(Montessori of Maui Project)
Series 2007'
$100,D00,000
11/29/06
Board of Regents of the University of Hawaii
University Revenue Bonds, Series 2006A
$133,810,000
9/28/2006
Board of Regents of the University of Hawaii
University Bonds, Refunding Series 2006A
City and County of Honolulu
Wastewater Revenue Bonds
$340,760,000
8/22/2006
(First Bond Resolution)
Senior Series 2006A, 2006B and 2006C
ORRICK, HERRINGTON & SUTCLIFFE LLP B-10
EXHIBIT B — EXPERIENCE IN THE STATE OF HAWAII
Name of Bond Issue
Amount
Date of
Issuance
City and County of Honolulu
Wastewater Revenue Bonds
$86,70D,000
8/22/2006
(Second Bond Resolution)
Junior Series 2003 A-1 and 2003 B-1
Board of Water Supply of the City and County of Honolulu
Water System Revenue Bonds
$213,805,000
6/21/2006
Series 2006A and Series 2006E
Department of Budget and Finance of the State of Hawaii, Special
Purpose Revenue Bonds
$15,000,000
3/14/2006
(Mid -Pacific Institute Project)
Series zoos•
Department of Budget and Finance of the State of Hawaii, Special
Purpose Revenue Bonds
$10,000,OD0
3/14/2006
(Chaminade University Project)
Series 2006'
City and County of Honolulu
General Obligation Bonds
$396.165,000
11/02/2005
Series 2005E and 2005F
County of Kauai
General Obligation Bonds Series 2006A
$50,230,000
1 D12720105
City and County of Honolulu
Wastewater System Revenue Bonds
$152,815,000
8/1012005
(First Bond Resolution)
Senior Series 2005A and Series 2005B
Department of Budget and Finance of the State of Hawaii, Special
Purpose Revenue Bonds
$28,6D0,00D
fi127l20D5
(Hawai'i Pacific Health Project)
Series 2005B"
State of Hawaii
(Housing and Community Development Corporation of Hawai'i)
$75.155,000
6/23/2005
Single Family Mortgage Purchase Revenue Bonds
Series 2005A and Series 2005B'
State of Hawaii
General Obligation Bonds Series 2005DF, General Obligation
$966,310.000
6/15/2005
Refunding Bonds Series 2005DG, and General Obligation
Refunding Bonds Series 2005DH'
City and County of Honolulu
General Obligation Bonds
$371,770,000
5/26/2005
Series 2005A, Series 2005B, Series 2005C, Series 2005D
Department of Budget and Finance of the State of Hawaii, Special
Purpose Revenue Bonds
$128,305,000
4/7/2005
(Hawai'i Pacific Health Obligated Group)
Series 2005A*
ORRICK. HERRINGTON & SUTCLIFFE LLP 5-1 1
EXHIBIT B — EXPERIENCE IN THE STATE OF HAWAII
Name of Bond Issue
Amount
Date of
Issuance
County of Maui General Obligation Bonds,
$59,300,000
1I2612005
2005 Series A, 2005 Series B and 2005 Series C
Department of Budget and Finance of the State of Hawaii
Variable Rate Special Purpose Revenue Bonds
$17.280,000
5/25/2004
(North Hawai'i Community Hospital)
Series 2004*
State of Hawaii General Obligation Bonds of 2004, Series DD*
$225,000,000
5/1312004
City and County of Honolulu, Hawaii General Obligation Bands,
$321,620,000
4/14/2004
Series 2004A, Series 2004B and Series 2004C
County of Maui General Obligation Bonds,
$231,100,000
3/17/2004
2004 Series A and 2004 Series B
Department of Budget and Finance of the State of Hawaii
Special Purpose Revenue Bonds
$50,000,000
1/14/2004
(Hawai'i Pacific Health Obligated Group)
Series 2004B*
Department of Budget and Finance of the State of Hawaii
Special Purpose Revenue Bonds
$30,000,000
1l1412004
(Hawai'i Pacific Health Obligated Group)
Series 2004A
Department of Budget and Finance of the State of Hawaii
Special Purpose Revenue Bonds (The Queen's Health Systems),
$114,300,000
12/11/2003
2003 Series A, 2003 Series B, and 2003 Series C*
City and County of Honolulu, Hawaii General Obligation Bonds,
$250,000,000
8/8/2003
Series 2003A
County of Maui
General Obligation Bonds,
$41,125,000
06/3/2003
2003 Series A, B, C, and D
City and County of Honolulu
Wastewater System Revenue Bonds
(Second Bond Resolution) Junior Series
$218,400,000
05/08/2003
2003 Al and 2003 A2, Series 2003 B1 and 2003B2
(Auction Rate Certificates)
State of Hawaii
Department of Budget & Finance
Special Purpose Revenue Bonds
$142,000,000
01/23/2003
(Kahala Nui Project) Series 2003A, Series 2003 B-2, Series 2003C
and Series 2003D*
City and County of Honolulu
Multifamily Housing Revenue Bonds
$55,000.000
10/01/2002
Series 2002 (Moanala Hillside Apartments Project)
ORRICK, HERRINGTON & SUTCLIFFE LLP 8-12
=:4:ll=Tid:M4:4»:1I=1;193=11;i1:1# iEXi=gals:L11,1r,1II
Name of Bond Issue
Amount
Date of
Issuance
County of Maui General Obligation Bonds, 2002 Series B and
$26,250,000
09/10/2002
Series C.
University of Hawaii
University Revenue Bonds, Series 2002A
$150,000,000
06/27/2002
(Health and Wellness Center Project)
$25,000,000
County of Maui General Obligation Bonds, 2002 Series A
5/23/2002
State of Hawaii Harbor System Revenue Bonds Series A of 2002
$24,420,000
03/27/2002
(Non-AMT) and Series B of 2002 (AMT)'
Housing and Community Development Corporation of Hawaii
(State of Hawaii) Single Family Mortgage Purchase Revenue
$36,775,000
03/01/2002
Bonds Series A (AMT) and Series B (Non-AMT)
Board of Water Supply City and County of Honolulu Water System
Revenue Bonds (Auction Rate Certificates), Series 2002A and
$54,400,000
02/28/2002
20028
City and County of Honolulu Mortgage Revenue Refunding Bonds,
Series 2002A (FHA Insured Mortgage Loan — Smith-Beretania
$9,860.000
02/25/2002
Apartments Section 8 Assisted Project)
City and County of Honolulu Taxable Mortgage Revenue
Refunding Bonds, Series 2002B (FHA Insured Mortgage Loan —
$365,000
02/25/2002
Smith-Beretania Apartments Section 8 Assisted Project)
$250,000,000
State of Hawaii General Obligation Bonds of 2002, Series CX"
02/13/2002
State of Hawaii General Obligation Refunding Bonds of 2002,
$319,290,000
02/13/2002
Series CY'
Board of Regents, University of Hawaii University Revenue Bonds
$18,665,000
12/1920/01
Refunding Series 2001E
City and County of Honolulu General Obligation Bonds, Series
$250,000,000
11/28/2001
2001C
County of Maui, Hawaii General Obligation Bonds
$29,880,000
10/18/2001
State of Hawaii, Highway Revenue Bonds Series 2001"
$70,000,000
10/10/2001
State of Hawaii General Obligation Bonds of 2001, Series CV'
$300,000,000
08/08/2001
$156,750,000
08/08/2001
State of Hawaii General Obligation Refunding Bonds of 2001,
Series CW"
City and County of Honolulu Wastewater System Revenue Bonds
$136,020,000
07/10/2001
(First Bond Resolution) Senior Series 2001
$43,360,000
0611312Q01
County of Kauai, State of Hawaii,
General Obligation Bonds, Series 2001A
ORRICK, HERRINGTON & SUTCLIFFE LLP 6-13
EXHIBIT B — EXPERIENCE IN THE STATE OF HAWAII
Name of Bond Issue
Amount
Date of
Issuance
County of Maui General Obligation Bonds 2001 Series A
$23,485,000
06/05/2001
Board of Water Supply City and County of Honolulu Water System
$66,600,000
05/31/2001
Revenue Bonds, Series 2001
$150.000,000
City and County of Honolulu General Obligation Bonds Series
02/27/2001
2001 A and Series 2001 B
Housing and Community Development Corporation of Hawaii
Multifamily Housing Revenue Bonds (GNMA Collateralized—
$27,408,000
12M 8/2000
Sunset Villas) Series 2000
State of Hawaii Certificates of Participation (No. 1 Capitol District
$23.140,000
11/30/2000
State Office Building) 2000 Series A'
State of Hawaii General Obligation Bonds of 2000, Series CU"
$150,000,000
10/11/2000
$1,900,000
06/05/2000
Hawaii Housing and Community Development Corporation, Single
Family Mortgage Purchase Revenue Bonds, Series A
$106,785,000
06/05/2000
Hawaii Housing and Community Development Corporation, Single
Family Mortgage Purchase Revenue Bonds, Series B
City and County of Honolulu, Hawaii
General Obligation Bonds, Series 2000 A and
$150,000.000
05/24/2000
Series 2000 B
County of Maui, Hawaii
$14,400,000
05l2312000
General Obligation Bonds, 2000 Series A
State of Hawaii, Harbor System Revenue Bonds Series A of 2000'
$79,405.000
04/11/2000
County of Kauai, Hawaii
$24,685.000
01/19/2000
General Obligation Bonds, Series 2000A
County of Kauai, Hawaii
$2,820,000
01/19/2000
General Obligation Bonds, Series 2000E (Taxable)
State of Hawaii, General Obligation Bonds of 1999, Series CT'
$300,000,000
09/29/1999
County of Maui, Hawaii
$11,600,000
05/19/1999
General Obligation Bonds, 1999 Series A
City and County of Honolulu, Hawaii
$45,820,000
10/03/1999
General Obligation Bond, Series 1999D
$449,215,000
04/14/1999
City and County of Honolulu, Hawaii
General Obligation Bonds, Series 1999A, B, C
Department of Budget and Finance
of the State of Hawaii
$38,845,000
12/29/1998
Kaiser Permanente Revenue Bonds, 1998 Series A'
ORRICK, HERRINGTON 8 SUTCLIFFE LLP a-{ 4
I4:f:l1-1kd:M= 4;24a1:1:11i=1IA il:14&-kf_'%i4r•7J:TA r_ f
Name of Bond Issue
Amount
bate of
Issuance
12/09/1998
City and County of Honolulu, Wastewater System Revenue Bonds,
$55,300,000
Senior Series 1998
City and County of Honolulu, Wastewater System Revenue Bonds,
$264,152.890
12/09/1998
Junior Series 1998
State of Hawaii Certificates of Participation
$54,85D,000
11/19/1998
(Kapolei State Office Building)1998 Series A'
City and County of Honolulu, Hawaii
General Obligation Bonds
$43,700,000
10/21/1998
Tax Exempt Commercial Paper Series
County of Maui, Hawaii General Obligation Bonds,
$11,760,000
08/11/1998
1998 Series C
Department of Budget and Finance of the State of Hawaii Special
Purpose Revenue Bonds (The Queen's Health Systems),
$69,100,000
07/01/1998
1998 Series A'
Department of Budget and Finance of the State of Hawaii Special
Purpose Revenue Bonds (The Queen's Health Systems), 1998
$50.000,000
06/25/1998
Series B'
Hawaii Housing Finance and Development Corporation Single
$164.060,000
06/12/1998
Family Mortgage Purchase Revenue Bonds 1998 Series A, B. C
County of Maui, Hawaii General Obligation Bonds,
$4.255,000
05/06/1998
1998 Series B
County of Maui, Hawaii General Obligation Bonds, 1
$39.285,000
05/06/1998
1998 Series A
Department of Budget and Finance of the State of Hawaii Special
Purpose Revenue Bonds (Wilcox Memorial Hospital Projects),
$29,510,000
03/26/1998
Series 1998*
City and County of Honolulu, Hawaii General Obligation Bonds,
$257,605,000
10/23/1997
Series 1997 A, B and C
State of Hawaii, General Obligation Bonds of 1997, Series CP'
$200,000,000
10/07/1997
State of Hawaii, General Obligation Refunding Bonds of 1997,
$78,815,000
10/07/1997
Series CQ*
Hawaii Housing Finance and Development Corporation Single
$45,400,000
07/25/1997
Family Mortgage Purchase Revenue Bonds 1997 Series A
$116,530,000
07/25/1997
Hawaii Housing Finance and Development Corporation Single
Family Mortgage Purchase Revenue Bonds 1997 Series B
$161,930,000
08/12/1997
Hawaii Finance and Development Corporation (State of Hawaii),
Single Family Mortgage Revenue Bonds of 1997
ORRICK, HERRINGTON & SUTCLIFFE LLP B _ t 5
EXHIBIT B — EXPERIENCE IN THE STATE OF HAWAII
Name of Bond Issue
Amount
Date of
Issuance
06/25/1997
County of Maui, Hawaii General Obligation Bonds of 1997, Series
$17,750,000
A
State of Hawaii, Highway Revenue Bonds Series 1996'
$55,000,000
10/16/1996
City and County of Honolulu, Hawaii General Obligation Bonds,
$100,000,000
10/02/1996
Series1996A
Department of Budget and Finance of the State of Hawaii Special
Purpose Revenue Bonds (The Queen's Health Systems), 1996
$118,500,000
07/18/1996
Series A'
Department of Budget and Finance of the State of Hawaii Revenue
$69,100,000
07/18/1996
Bonds
County of Maui, Hawaii General Obligation Bonds,
$14,500,000
06/27/1996
1996 Series A
State of Hawaii, General Obligation Bonds of 1996, Series CL'
$100.000,000
03/20/1996
Hawaii Housing Finance and Development Corporation Affordable
$7,020,000
11/16/1995
Rent Housing Program Bonds
Department of Budget and Finance of the State of Hawaii Kaiser
$10,800,000
10/11/1995
Permanente Special Purpose Revenue Bonds, 1995 Series A'
Hawaii Housing Finance and Development Corporation Variable
Rate Multifamily Housing Revenue Bonds (Nani Maunaloa)1995
$4,350,000
09/27/1995
Series A
MRC West, LLC Taxable Variable Rate Demand Revenue Bands,
$16,300,000
08/23/1995
Series 1995 (St. Francis Medical Center)
County of Maui, Hawaii General Obligation Bonds,
$17,285,000
06/28/1995
1995 Series A
State of Hawaii, General Obligation Bonds of 1995, Series CJ"
$268,000,000
01/31/1995
County of Kauai, Hawaii General Obligation Refunding Bonds,
$12,505,000
09/25/1994
Series 1994A, Water Bonds, Series 1994B
$94,000,000
City and County of Honolulu, Hawaii General Obligation Bonds
05/18/1994
Series 19948
$150,000,000
City and County of Honolulu, Hawaii General Obligation Bonds
03/29/1994
Series 1994A
Housing Finance and Development Corporation (State of Hawaii)
Single Family Mortgage Purchase Revenue Bonds, 1994 Series A $271,665,000
02/24/1994
and 1994 Series B (Non-AMT)
01/13/1994
L(
ounty of Maui, Hawaii General Obligation Bonds 1993 Refunding $55,480,000
Series F and 1993 Series G
ORRICK, HERRINGTON S SUTCLIFFE LLP 8-16
EXHIBIT B — EXPERIENCE IN THE STATE OF HAWAII
Name of Bond Issue
Amount
Date of
Issuance
County of Maui, Hawaii General Obligation Bonds, Series 1993
$55,480,000
12/16/1993
Department of Budget and Finance of the State of Hawaii Special
Purpose Revenue Bonds (Hawaiian Electric Company, Inc. and
$100,000,000
11/17/1993
Subsidiaries Projects) Series 1993'
State of Hawaii General Obligation Bonds of 1993, Series CH"
$250,000,000
11/10/1993
State of Hawaii General Obligation Bonds of 1993, Series Cl'
$316,915,000
11/10/1993
City and County of Honolulu, Hawaii General Obligation Bond
$63,500,000
10/26/1993
Anticipation Notes Tax Exempt Commercial Paper Series
State of Hawaii Highway Revenue Bonds Series 1993'
$75,000,000
09/02/1993
City and County of Honolulu, Hawaii General Obligation Bonds
$28,000,000
09/29/1993
Series1993C
State of Hawaii General Obligation Refunding Bonds of 1993,
$157,735,000
07/16/1993
Series CF'
State of Hawaii General Obligation Refunding Bonds of 1993,
$21,500,000
07/16/1993
Series CG'
Housing Finance and Development Corporation (State of Hawaii)
$14,175.000
07/01/1993
Rental Housing System Revenue Bonds 1993 Series A
County of Maui, Hawaii General Obligation Refunding Bonds 1993
$104,275.000
05/12/1993
Series B, 1993 Series C, 1993 Series D, 1993 Series E
City and County of Honolulu, Hawaii General Obligation Bonds,
$611,335,000
04/15/1993
Refunding and Improvement Series, 1993B
State of Hawaii General Obligation Refunding Bonds of 1993,
$334,860,000
03/11/1993
Series CC*
State of Hawaii General Obligation Refunding Bonds of 1993,
$137,935,000
03/11/1993
Series CD'
Department of Budget and Finance of the State of Hawaii Special
Purpose Revenue Bonds (Kapiolani Health Care System Obligated
$106,235,000
02/18/1993
Group), Series 1993"
County of Maui, Hawaii General Obligation Bonds,
$22,800,000
02/11/1993
1993 Series A
State of Hawaii General Obligation Bonds of 1993, Series CA"
$90,000,000
02/4/1993
State of Hawaii General Obligation Bonds of 1993, Series CB!
$107,845,000
02/04/1993
City and County of Honolulu, Hawaii General Obligation Bonds,
$150,000,000
01/06/1993
1993 Series A
ORRICK, HERRINGTON & SUTCLIFFE LLP 13-1 l
EXHIBIT B — EXPERIENCE IN THE STATE OF HAWAII
Name of Bond Issue
Amount
Date of
Issuance
Department of Budget & Finance of the State of Hawaii Special
Purpose Revenue Bonds (Hawaiian Electric Company, Inc. and
$60,000.000
12/22/1992
Subsidiaries Projects) Series 1992"
City and County of Honolulu, Hawaii General Obligation Water
$38,425,000
12/30/1992
Bonds, Series 1992
State of Hawaii General Obligation Bonds of 1992, Taxable Series
$120,000,000
10/14/1992
BY"
State of Hawaii General Obligation Bonds of 1992, Series BZ'
$200,000,000
10/14/1992
County of Maui, Hawaii General Obligation Refunding Bonds, 1992
$5.710,000
09/22/1992
Series A
Board of Regents, University of Hawaii University System
$16,135,000
08/18/1992
Revenue Bonds, Series G
County of Kauai, State of Hawaii General Obligation Refunding
$1,105,000
08/20/1992
Bonds, 1992 Series A
County of Kauai, State of Hawaii General Obligation Refunding
$4,830,000
08/20/1992
Bonds, 1992 Series B
County of Kauai, State of Hawaii General Obligation Refunding
$15,290,000
08/20/1992
Bonds, 1992 Series C
State of Hawaii Harbor Revenue Bonds Series of 1992'
$19,450,000
06/24/1992
City and County of Honolulu, Hawaii General Obligation Refunding
$52,690,000
06/09/1992
Bonds 1992 Series One
City and County of Honolulu Mortgage Revenue Refunding Bonds,
Series 1992 (FHA Insured Mortgage Loan — Smith-Beretania
$10,680,000
05/15/1992
Apartments Section 8 Assisted Project)
County of Kauai, State of Hawaii Rental Housing Revenue Bonds
$4,200,000
04/08/1992
(Paanau Project) Series 1992
City and County of Honolulu, Hawaii General Obligation Bonds,
$100,000,000
03/18/1992
1992 Series A
Department of Budget and Finance of the State of Hawaii Special
Purpose Mortgage Revenue Bonds (Wahiawa General Hospital
$16,225,000
03/04/1992
Project), Refunding Series 1992'
State of Hawaii, General Obligation Bonds of 1992, Series BW`
$100,000,000
03/18/1992
State of Hawaii, General Obligation Bonds of 1992, Series BX"
$100,000,000
03/18/1992
Department of Budget and Finance of the State of Hawaii Special
Purpose Revenue Bonds Wailuku River Hydroelectric Project,
$25,000,000
12/18/1991
Series 1992
ORRICK, HERRINGTON 8 SUTCLIFFE LLP 8-18
EXHIBITS —EXPERIENCE IN THE STATE OF HAWAII
Name of Bond Issue
Amount
Date of
Issuance
Housing Finance and Development Corporation (State of Hawaii)
$119,520,000
12/11/1991
Single Family Mortgage Purchase Revenue Bonds, Series A & B
Department of Hawaiian Home Lands, State of Hawaii, Revenue
`
$18,000,000
10/24/1991
Bonds, Series 1991
City and County of Honolulu, Hawaii General Obligation Bonds,
$100,000,000
08/14/1991
1991 Series A"
City and County of Honolulu, Hawaii Taxable Mortgage Revenue
Bonds, Series 1991 B (FHA Insured Mortgage Loan C Smith-
$615.000
07/22/1991
Beretania Apartments Section 8 Assisted Project)
City and County of Honolulu, Hawaii Taxable Mortgage Revenue
Bonds, Series 1991 A (FHA Insured Mortgage Loan --
$10,680,000
07/22/1991
Smith-Beretania Apartments Section 8 Assisted Project)
Department of Budget and Finance of the State of Hawaii Special
Purpose Revenue Bonds Kapiolani Health Care System Obligated
$71,400,000
03/20/1991
Group (Pali Mom! Medical Center Project) Series 1991'
State of Hawaii General Obligation Bonds of 1991 Series BT
$250,000,000
02/26/1991
Department of Budget & Finance of the State of Hawaii Special
Purpose Revenue Bonds (Hawaiian Electric Company Inc. and
$55,000,000
12/12/1990
Subsidiaries Projects) Series 1990C'
State of Hawaii Harbor Revenue Bonds Series of 1990`
$57,890,000
11/15/1990
Housing Finance and Development Corporation State of Hawaii
Single Family Mortgage Purchase Revenue Bonds,
$50,000,000
09/27/1990
1990 Series A
County of Kauai, State of Hawaii General Obligation Public
$16,440,000
09/13/1990
Improvement Bonds, Series 1990
State of Hawaii General Obligation Bonds of 1990 Series BS'
$150,000,000
09/13/1990
City and County of Honolulu, Hawaii General Obligation Bonds
$17,805,000
08/29/1990
West Loch Issue (August 1990 Series)
City and County of Honolulu, Hawaii General Obligation Bonds
$60.960,000
08/29/1990
West Loch Issue (August 1990 Series)
Housing Finance and Development Corporation (State of Hawaii)
Rental Housing System Revenue Bonds, 1990 Series A and 1990
$69.200,000
07/19/1990
Series B
Department of Budget and Finance (State of Hawaii) Special
Purpose Revenue Bonds (Hawaii Electric Company, Inc. and
$55,000,000
07/17/1990
Subsidiaries Projects) Series 1990C"
City and County of Honolulu, Hawaii General Obligation Refunding
$169,880,000
7/2/1990
Bonds 1990 Series A
ORRICK, HERRINGTON & SUTCLIFFE LLP B-19
EXHIBIT B — EXPERIENCE IN THE STATE OF HAWAII
Name of Bond Issue
Amount
Date of
Issuance
City and County of Honolulu, Hawaii Variable Rate Demand
Multifamily Housing Revenue Bonds (lolani Regent Project)1990
$9,400,000
06/28/1990
Series A
City and County of Honolulu, Hawaii General Obligation Bonds,
$99,000,000
06/19/1990
1990 Series C and General Obligation Water Bonds, Series 1990
State of Hawaii General Obligation Bonds of 1989, Series BR`
$100,000,000
06/19/1990
State of Hawaii General Obligation Bonds of 1990, Series BS*
$150,000.000
06/19/1990
State of Hawaii General Obligation Bonds of 1989, Series BQ'
$80,005,159
11/28/1989
City and County of Honolulu, Hawaii Variable Rate Demand
Multifamily Housing Revenue Bands (Halekua Garden Projects)
$22,500,000
11/16/1989
1989 Series A
Housing Finance and Development Corporation (State of Hawaii)
$120,145,000
10/31/1989
Single Family Mortgage Purchase Revenue Bonds 1989 Series A
Housing Finance and Development Corporation (State of Hawaii)
Rental Housing System Revenue Bonds 1989 Series A
$16,500,000
10/05/1989
(Honokowai Project)
$74,730,000
State of Hawaii General Obligation Refunding Bonds of 1989,
08/0119/89
Series BO*
State of Hawaii General Obligation Refunding Bonds of 1989,
$47,355,000
08/01/1989
Series BP`
City and County of Honolulu, Hawaii General Obligation Bonds,
$43,360,000
06/28/1989
West Loch Issue (June 1989 Series)
City and County of Honolulu, Hawaii General Obligation Bond
$108,800.000
03/31/1989
Anticipation Notes, 1989 H-Power Series
City and County of Honolulu, Hawaii Variable Rate Demand
Multi -family Housing Revenue Bonds (Royal Kunia Gardens 1
$10,500,000
12/16/1988
Project)1988 Series B
City and County of Honolulu, Hawaii Variable Rate Demand
Multi family Housing Revenue Bonds (Cambridge Park Project)
$8,000,000
12/14/1988
1988, Series A
$65,000,954
12/06/1988
State of Hawaii General Obligation Bonds of 1988, Series BL'
State of Hawaii General Obligation Bands of 1988, Series BM
$45,000,000
12/06/1988
Department of Budget and Finance of the State of Hawaii Special
Purpose Revenue Bonds (Kapiolani Medical Center for Women $17,500.000
10/20/1988
and Children Project), Series 1988'
ORRICK, HERRINGTON $ SUTCLIFFE LLP B-20
EXHIBIT B — EXPERIENCE IN THE STATE OF HAWAII
Name of Bond Issue Amount Date of
Issuance
Department of Budget and Finance of the State of Hawaii, Special
Purpose Revenue Bonds (G.N. Wilcox Memorial Hospital Project) $15,000,000 03/17/1988
Floating Rate Weekly Demand Series 1988'
Total
$32,757,797,483.00
*Transactions for which Orrick worked under special Deputy Contract with the State
Other Than Bond Issues
Orrick has recently worked with the City and County of Honolulu in connection with the extension of two
credit facilities relating to its $450 million commercial paper program.
Advice to the State of Hawaii in connection with rate covenant default by Wahiawa General Hospital.
Assistance in implementing lease financing in Hawaii, including serving as co -counsel with the
Department of the Attorney General on the petition of the Director of Budget and Finance to the Hawaii
Supreme Court regarding the validity of lease financings undertaken pursuant to Chapter 37D Hawaii
Revised Statutes (which Mr. Davis helped in drafting), and providing advice on various equipment leases,
including preparation of a standard form of financing lease rider, for the State of Hawaii and for the
County of Kauai and County of Maui.
Prepared State of Hawaii Lease Agreement for Hybrid Telephone System (the State's first "Municipal
Lease" financing) in June 1992 and again in September 1994.
Representing Department of Budget and Finance before Hawaii Supreme Court in test litigation regarding
bonds for the Hawaii Convention Center (pursuant to legislation Mr. Davis helped draft).
Advice to the University of Hawaii on uses of bond proceeds, change in use of bond -financed facilities,
post -issuance tax compliance, legislation and other related matters.
Representing City and County of Honolulu in IRS audits of certain general obligation bonds, including a
voluntary compliance program (VCAP) settlement with respect to the City and County of Honolulu general
obligation commercial paper issue.
Representing the City and County of Honolulu in connection with proposed sale of carbon credits.
Representing the City and County of Honolulu in connection with an RFP for solid waste and waste -to -
energy proposals.
Providing a range of post -issuance compliance services (rebate, continuing disclosure, private use
review, etc.) for the City and County of Honolulu.
Advice to the City and County of Honolulu in connection with tender for replacing the City's street lights.
Rebate compliance services for the State of Hawaii and its various departments, and for a number of
private hospitals, schools and colleges that have borrowed through State special purpose revenue bonds.
Advice to the City and County of Honolulu on a wide range of public finance -related matters (including
ORRICK, HERRINGTON & SUTCLIFFE LLP B-21
EXHIBIT B — EXPERIENCE IN THE STATE OF HAWAII
commercial paper, transit, tax increment financings (TIFs), community facilities district (CFD) financings,
housing for homeless, other post -employment benefits (OPEB) financings, sale of bond -financed public
housing projects, and questions raised by several proposed uses of general obligation bond proceeds).
Worked on at least eight pending community facilities districts in several counties (only one of which is
currently active).
Engaged by Kauai County to help prepare community facilities district ordinance.
Drafting legislation permitting counties to enter into interest rate swaps and other hedges (Acts 38 and 39
enacted in 2003, amending Section 47-7(b) and Section 494(c), H.R.S.).
Providing continuing disclosure services for the City and County of Honolulu and the County of Maui.
Providing arbitrage rebate computation/opinion services for a number of Hawaii bond issues (including
some not listed above).
Lead workshop on continuing disclosure organized by State of Hawaii Department of the Attorney
General and Department of Budget and Finance for all state agency issuers and borrowers of the
proceeds of tax-exempt bonds issued by state agencies (1995).
Drafted legislation to establish a new community facilities district/special tax method of financing
infrastructure by counties (H.B. No. 1509 enacted in 1992 as Section 46-80.1, H.R.S.).
Drafted model ordinance for adoption by counties in implementing H.B. No. 1509; worked with each
county on their respective ordinances (adopted by the County of Hawaii, 1994, and City and County of
Honolulu, 1996).
Drafted statute (H.B. No. 955 enacted in 1991) to implement a statewide water pollution control revolving
fund loan to counties (i.e., SRF) program.
Engaged by Maui County to update improvement district ordinance.
Advised in updating City and County of Honolulu improvement district ordinance and in preparing its
community facilities district ordinance.
Submitted on behalf of Maui County a claim to the IRS for refund of penalties paid in lieu of rebate in
connection with certain revenue bonds issued by the Department of Water Supply of the County.
Analyzed financing options, tax issues, proposed legislation and other public finance matters for
Department of Budget and Finance and a variety of other Hawaii state and local officials.
Speaker on infrastructure finance and other public finance topics at conferences sponsored by Hawaii
Island Economic Development Board, County of Hawaii and Office of State Planning (1988 and 1989)
and Hawaii Public Finance Officers Association (1990, 1992 and 1993).
As bond counsel for the County of Kauai, offered to assist the County after Hurricane Iniki by providing
free bond counsel services to the County for one year on any financing related to recovering from the
effects of the hurricane.
ORRICK, HERRINGTON & SUTCLIFFE LLP 9-22
EXHIBIT C - NATIONAL BOND COUNSEL RANKINGS
$auror. Thomson Rnnan Dato: 0Y10✓z023
NnionN Bond Counsel Ranklnya
012023
121041d Cour" tsar Amerad Rank Mid- Numbr of
Ftll to (US$ mdQ Shato btauaa
Each MWW W
Norton RoseFuituighl
11,701.0
1
15.1
64
Orrick Herrington 8SufddleLLP �CA,DC.NY,OR.TKWA)
10.015.1
2
29
90
Bryant Rabbtno LLP (NY)
5,152-5
3
67
9
Noon Paabody LLP I NY CAMADC)
4.2814
4
5 "
13
Kutak Rock LLP (AZ.CO.DC GA,NE)
3 en 3
5
49
76
Havhuns Delarmid 8 Woad LLP (CACT DC.NJ.NY,OR,MI,NC)
3,713.1
6
4,8
7D
MGCal Parkhurst 8 Harlon LLP (TX)
2.937 3
7
3.8
53
Bracewell LLP
2.t366.4
8
37
22
Quarles 3 Brady LLP (WI)
2,1143
9
2 a
69
D Seaton E Associates (FL,NY WA)
2.018.7
10
26
2
Gilmore 8 Bell PC (IL KS,MOME.UT)
Z016 3
11
2,8
58
Chapman and Cutler LLP (IL.CAU)
1940.2
12
25
48
Hardwick Lew Finn LLC (MO)
1812.5
13
23
6
Ballard Spahr LLP (PACO,UT MD,NJ DC.DEAZ.NV CAGA,NY)
1 784 1
14
2.3
13
Butler Snow LLP (MS)
1769.0
lb
23
11
Ladle Lard LLP
1564 6
18
2 ..",
72
Alston 8 Bird LLP (GA)
1.5299
17
2.0
2
Stradfrg Ya.Cd C rison 8 Rauth (CA.W CO.WA)
1263.8
Is
1 7
26
Greenberg Treurig LLP (FL NYAZ.PAOC IL,GA)
1234.0
19
16
26
Foster Garvey PC (WA, OR, NY)
1,063.9
20
14
8
Ice Miler (N,IL DC)
905,4
21
12
42
Squire Paaon Boggs (US) LLP
8197
22
1 1
16
Mintz Levin Cahn Ferris (Ibvsky d Popeo PC ;MA,
776.3
23
4.0
9
MMw Canfield i ha)
7545
24
IA)
13
Sanchez Daniels d, Hoffman LLP {IL)
7405
25
40
5
Subtold with Bald Cow"
T7,286.9
99.7
1,03
Subtotal wWlmit Bond Coua l
24A8
-
(L3
23
IrtrRatry Tod 77,538.7 100.0 IAS1
Source Thomson Reuters Date: 0910f2023
P)tl8
ORRICK, HERRINGTON & SUTCLII=FE LLP i;.1
EXHIBIT C - NATIONAL BOND COUNSEL RANKINGS
Sourer. Thonrwn 1hur.rf 4.M: ov1WW23
N1liavl Bond Cooruel A.W,pa for eh. Put Ten Years
Band Lour" Psr Are owd Rokk OIL N., , of
Full to pa WA) Share Issues
Each MMopsr
Orrick Herlfrglon & SutdMe LLP (CA.DC.NY CR.7 X.WA,
526.4901
1
123
6,365
Ha^*n Dala6dd 8 Wood LLP (CA,CT,X NJ NY DRMLNC)
267.214,8
2
6.2
5.732
Norton Hone Fulbrlghl
410.761.8
3
49
3,W0
Kutch Rods LLP (AZ CO,DC,GA.NE)
1920686
A
45
4.397
McCall Parklnurat 8 Horton LLP (TX)
164 IU 7
5
3.8
4.002
Nixon Peabody LLP(NY,CA.MA,DC)
1517620
6
3,6
928
Squtm Patton Boggs (US) LLP
130.829 2
7
31
2.606
Stradtilo Ybom Carlson & Routh (CAW.CO WA)
106,6671
8
25
2.003
Chapman and Cutler LLP (IL,CA,UT)
104.7605
9
24
4 WS
Gilmore & BW PC (tL, KS,MO,NE,UT)
93,225.4
10
2.2
4 702
Bracewell LLP
87,854.2
11
2.1
1 354
Bryant Rabbirw LLP (NY)
86,282.0
12
20
235
Hunlon Andrews Kurth LLP
81.758.2
13
19
1 121
Greenberg Traurig LLP (FLNY AZ.PA,DC,IL GA)
!8 918 4
14
19
1 187
Ballard Spahr LLP (Pi.GO,UT.M D kl.K.DE,AZ.NV �AG"Y)
18,6131
15
Is
1 t00
D Seaton 8 Assodates (FL,NY WA)
16 513 0
16
18
216
Lnrxe Lard LLP
71 971 1
17
17
4.013
Mintz Levin Cohn Ferris Gtuesky & Popeo DC LMA)
008758
18
14
372
Dinsmore 8 Shop LLP ION. PA)
55 911 4
19
13
2.808
Butler Snow LLP (MS)
508166
20
1.2
1.089
Foster Garvey PC (WA, CR NY)
49 302.4
2t
12
755
,ones Hal ;CA)
47.063 9
22
1 1
1993
Katta1 KxNn Roserman LLP (DC. ILNY1
44.941 1
23
1 1
366
Ha thulck Law Firm LLC (MC)
44.N59
24
1.0
262
Ouarles & Brady LLP (WI)
44.3060
25
1.0
4 072
SubloW with Band Cow"
4,281,575,E
.
99.9
129.43E
sublow Whhmd Bond Counsel
4.90&9
1
0.1
tut
Industry Total 4,29&182.7 10a.0 l O.A"
Sauce Thomson Reuters We 05i1SY025
I-) be
ORRICK, HERRINGTON & SUTCLIFFE LLP C-2