HomeMy WebLinkAboutFY26-27 Attorney: Bond Counsel - Hawkins Delafield & Wood LLPPARTM UT OF FIN:A CEn
DAT: ^c
JUN 2 9 2 _
STATEMENTS OF QUALIFICATION AND EXPRESSIONS OF INTEREST
TO PROVIDE BOND COUNSEL SERVICES
RESPECTFULLY SUBMITTED TO THE
COUNTY OF HAWAI'I
June 30,2026
HAWKINS
Submitted by:
Sean Tierney,Esq.
Hawkins Delafield&Wood LLP
388 Market Street, Suite 900
San Francisco,California 94111
Tel: (415)486-4201
Email: stierney@hawkins.com
140 Broadway One Gateway Center Meridian Plaza
New York,NY 10005 Newark,NJ 07102 1415 L Street
Sacramento,CA 95814
1775 Pennsylvania Avenue,N.W. 201 S.Main Street 200 SW Market Street
Washington,D.C.20006 Ann Arbor,MI 48104 Portland,OR 97201
20 Church Street One Cal Plaza 4801 Glenwood Avenue
Hartford,CT 06103 300 S.Grand Avenue Raleigh,NC 27612
Los Angeles,CA 90071
1331 N.California Boulevard
Walnut Creek,CA 94596
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4104084.4 001092
HAWKINS
HAWKINS DELAFIELD de WOOD LLP
388 MARKET STREET, SUITE 900, SAN FRANCISCO, CA 94111
415) 486-4200 I HAWKINS.COM
SEAN TIERNEY
415)486-4201
STIERNEY@HAWKINS.COM
June 30,2026
Ms. Diane Nakagawa
Director of Finance
County of Hawai'i
25 Aupuni Street, Suite 2103
Hilo, Hawai'i 96720
Delivered by email to: crystallene.pacheco@hawaiicounty.gov
Re: Statements of Qualification and Expressions ofInterest to provide
Attorney(Bond Counsel)Services in response to Notice to Providers of
Professional Services (HRS 103D-304)for the County ofHawai'i(the "Notice")
Dear Ms.Nakagawa:
Hawkins Delafield& Wood LLP ("Hawkins" or the "Firm") is pleased to submit our Statements
of Qualification and Expressions of Interest(our"Statement")to the County of Hawai'i (the"County") in
response to the County's Notice. Hawkins has a strong interest in serving as bond counsel to the County
and in providing the highest level of service and attention to the County in that capacity.
Hawkins is a leader in serving as nationally recognized bond counsel,with experience in all areas
ofpublic finance that is unsurpassed by any other law firm.Hawkins has maintained a reputation for ethical
service, excellence and discretion in the highly visible representation of many of the nation's foremost
governmental bodies and agencies,as well as the world's leading financial institutions, for over 160 years.
Hawkins (together with our predecessor firm Wood Dawson & Hellman) has had a continuous
relationship with Hawaii issuers which dates to 1903,when the first bond issue in Hawaii was opined upon
by Wood Dawson&Hellman. For most of the 20th Century, the Firm represented the State of Hawaii and
all of the counties in Hawaii exclusively on all public finance matters. In the 21' Century, Hawkins
continues to have a very active Hawaii practice serving as bond counsel to the State of Hawaii, its various
departments and counties.
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Measured from 1980, when Securities Data Company, Inc. began to maintain rankings,
Hawkins has served as bond counsel in the greatest number of transactions in the State of Hawaii,as
compiled by SDC Platinum from Refinitiv,formerly Thomson Reuters Financial.
HAWKINS DELAFIELD &WOOD LLP
BOND COUNSEL,DISCLOSURE COUNSEL,UNDERWRITERS'COUNSEL
HAWAI'I RANKING REPORT
JANUARY 1980—JUNE 2026
Volume in $ Number of
Role Rank millions) Issues
Bond Counsel 2 21,360.00 273
Disclosure Counsel 2 629.57 6
Underwriters' Counsel 7 2,300.54 19
Source:SDC Platinum—Rank Basis:Par Amount(Hawkins ranked number one bond counsel based on number ofissues)
Hawkins has built its reputation on providing sound advice to municipal clients. We pay attention
to the details necessary to assure successful financings. We return telephone calls promptly, we distribute
documents in a timely manner,we adjust our schedules to make partners of the Firm available for meetings,
conference calls and closings,and we work closely with our clients' staff and advisors in a professional and
collegial manner.We make sure to be available to our clients for routine advice and counsel notjust during
particular financings,but also for questions and issues that arise between transactions.
The Firm respectfully proposes that bond counsel services be under my supervision. Mr. Erich
Schmitz, a bond partner,would assist, along with other partners and associates who would be available to
provide their expertise stemming from long-standing work with Hawaii issuers such as the State of Hawaii
and its departments. Hawkins has more Hawaii experience than any other firm and I am one of the
few nationally recognized bond attorneys that is a member of the Hawaii bar.
Please call me at(415) 486-4201 should you wish to discuss any matters that are not covered in
this Statement or to obtain clarification on any particular point. Thank you for this opportunity to present
our qualifications and we hope to work with the County on its transactions.
Very truly yours,
HAWKINS DELAFIELD &WOOD LLP
s/Sean Tierney
By: Sean Tierney
Partner
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HAWIUNS DELAFIELD&WOOD LLP PROPOSAL 1
STATEMENTS OF QUALIFICATION AND EXPRESSIONS OF INTEREST
OF HAWKINS DELAFIELD &WOOD LLP
Hawkins Delafield&Wood LLP("Hawkins"or the"Firm")appreciates this opportunity to express
our strong interest in serving as bond counsel to the County of Hawai'i (the "County") and provide a
statement of qualification and expressions of interest(this"Statement")in response to the County's Notice
to Providers of Professional Services (HRS 103D-304) (the"Notice"). For ease ofreview, this Statement
is organized tofollow the list ofrequired information as posed in the Notice.
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.
The Firm respectfully proposes that bond counsel services be under the supervision of Sean Tierney
from our San Francisco office:
Sean Tierney, Esq.
Hawkins Delafield& Wood LLP
388 Market Street, Suite 900
San Francisco, California 94111
Tel: (415)486-4201
E-mail: stierney(ahawkins.com
The Firm also maintains offices in New York,New York;Newark,New Jersey;Washington D.C.;
Los Angeles, California; Sacramento, California; Walnut Creek, California, Hartford, Connecticut;
Portland,Oregon;Ann Arbor,Michigan,and Raleigh,North Carolina. See below for the address,telephone
number and fax number for each of our offices:
New York,NY Office Newark,NJ Office Sacramento,CA Office
140 Broadway One Gateway Center 1415 L Street
New York,NY 10005 Newark,NJ 07102 Sacramento, CA 95814
Tel: 212-820-9300 Tel: 973-642-8584 Tel: 916-326-5200
Fax:212-820-9310 Fax: 973-642-1094 Fax: 916-326-5663
Washington,DC Office Ann Arbor,MI Office Portland,OR Office
1775 Pennsylvania Avenue,N.W. 201 S. Main Street 200 SW Market Street
Washington,D.C. 20006 Ann Arbor,MI 48104 Portland,OR 97201
Tel: 202-682-1480 Tel: 734-519-5003 Tel: 503-402-1320
Fax: 202-682-1486 Fax: 734-794-4701 Fax: 503-402-1331
Hartford,CT Office Los Angeles,CA Office Raleigh, NC Office
20 Church Street, Suite 700 1 Cal Plaza 4801 Glenwood Avenue
Hartford,CT 06103 300 S. Grand Avenue Raleigh,NC 27612
Tel: 860-275-6260 Los Angeles, California 90071 Tel: 919-635-8530
Fax: 860-527-5786 Tel:213-236-9050
Fax: 213-236-9061
Walnut Creek,CA Office
1331 N. California Boulevard
Walnut Creek, CA 94596
Tel: 925-239-2146
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HAWKINS DELAFIELD&WOOD LLP PROPOSAL 2
2) The age of the Firm and its average number of employees over the past five years.
Hawkins was established in 1854 as a general practice law firm and today is nationally recognized
for its specialization in the field of public finance. Hawkins is a limited liability partnership and one of the
largest law firms in the United States devoted primarily to public finance. The Firm has consistently been
ranked as one of the top bond counsel,disclosure counsel,and underwriters' counsel firms in dollar volume
and number of transactions by Thompson Financial.
As of June 1,2025,the Firm was comprised of 134 employees, including 75 attorneys of whom 39
are partners,nine are Of Counsel, seven are General Counsel and 20 are Associates. The Firm is managed
by a six-member Management Committee. The Firm's average number of employees over the last five
years is summarized below:
HAWKINS DELAFIELD&WOOD LLP
AVERAGE NUMBER OF EMPLOYEES
JUNE 1,2021—JUNE 1,2025
Year Partners Of Counsel Counsel Associates Staff Total
2025 39 9 7 20 59 134
2024 40 6 6 20 58 130
2023 40 6 6 20 58 130
2022 49 7 3 24 65 148
2021 51 6 5 26 74 162
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.
Resumes of each of those key attorneys who would be available to the County's financings are
provided in Attachment A.
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.
Please see Attachment B for a list of the Firm's recent projects.
We invite the County to contact the following clients:
Jack Kulp Sharon Hagihara
County of Maui Securities Administrator
200 S. High Street Hawaiian Electric Company, Inc.
Wailuku, HI 96793 900 Richard Street
Telephone: (808) 270-7496 Honolulu,HI 96840
Jack.kulp@co.maui.hi.us Telephone: (808) 543-7955
sharon.hagihara@Hawaiianelectric.com
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HAWKINS DELAFIELD&WOOD LLP PROPOSAL 3
Grant Carson(he/him)
Debt Capital Markets Specialist/Office of
Public Finance
Office of the Controller
City and County of San Francisco
Telephone: (628)652-9638
grant.carsonAsfgov.org
sf.gov/controller
5) Any promotional or descriptive literature which the firm desires to submit.
Please see Attachment C for the Firm's public finance resume.
Please see Attachment D for a description of the Firm's Tax Expertise.
Please see Attachment E for a description of the Firm's Securities Law Expertise.
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ATTACHMENT A
RESUMES OF KEY ATTORNEYS
SEAN TIERNEY
Sean Tierney opened the Hawkins Delafield&Wood LLP San Francisco office in January 2000.
Mr. Tierney is resident in the San Francisco office. Mr. Tierney has devoted his legal career of over 35
years to municipal finance.He has frequently worked on municipal bond issues in Hawaii,including issues
by the State of Hawaii and its departments,the University of Hawaii,the County of Maui and the Honolulu
Board of Water Supply. In Hawaii and California, he has served as bond counsel in general obligation
financings, water and sewer revenue financings, lease financings and redevelopment and multifamily
housing bond financings. Mr. Tierney also frequently works on tax-exempt bond financings on behalf of
private schools and universities and other nonprofit institutions.Mr. Tierney is a frequent speaker at bond
finance conferences,including conferences sponsored by the Department ofthe Corporation Counsel ofthe
County of Maui,the American Association of Port Authorities,the Bond Buyer,the California Society of
Municipal Analysts,the Association for Governmental Leasing and Finance and the California Debt and
Investment Advisory Commission.He was a member of the board oftrustees and the finance committee of
the San Francisco Asian Art Museum and served as a member of the Citizens Advisory Committee of the
Mann Municipal Water District.Mr.Tierney graduated from Columbia University with a Bachelor ofArts
degree in 1985 and received his law degree from the U.C.L.A. School of Law in 1988.Mr.Tierney is one
of the few nationally recognized bond attorneys in the nation that is a member of the Hawaii bar.Mr.
Tierney is also admitted to the California,Washington and New York bars.
Mr. Tierney's qualifications for bond counsel services include the following:
Mr. Tierney is admitted to practice by the Bars of the States of Hawaii, California, Washington,
and New York.
Mr.Tierney has served as municipal finance advice counsel to the State ofHawaii.In this capacity,
Mr. Tierney has advised the Department of the Attorney General and the Department of Budget
and Finance on state legislation relating to municipal bonds.
In March 2020, Mr. Tierney served as underwriter's counsel in connection with the $9,520,000
Department of Budget and Finance ofthe State ofHawaii's Special Purpose Revenue Bonds(Mid-
Pacific Project) Series 2020.
Mr.Tierney has served as bond counsel for fmancings on behalf of the Hawaiian Electric Company.
Most recently, in April 2020, Mr. Tierney served as bond counsel in connection with the project
amendment of the $80,000,000 Department of Budget and Finance of the State of Hawaii 3.50%
Special Purpose Revenue Bonds (Hawaiian Electric Company Inc. and Subsidiaries Projects)
Series 2019.In October 2019,Mr.Tierney served as bond counsel in connection with the issuance
of$80,000,000 Department of Budget and Finance of the State of Hawaii 3.50% Special Purpose
Revenue Bonds(Hawaiian Electric Company,Inc. and Subsidiaries Projects) Series 2019. In July
2019,Mr. Tierney served as bond counsel in connection with the issuance of$150,000,000 ofthe
Hawaiian Electric Company, Inc. and its Subsidiary of 3.20% Special Purpose Revenue Bonds
Refunding Series 2019(Department of Budget and Finance of the State of Hawaii). In June 2017,
Mr. Tierney served as bond counsel in connection with the issuance of the Department of Budget
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and Finance of the State of Hawaii 3.10% Special Purpose Revenue Bonds (Hawaiian Electric
Company, Inc. and Subsidiaries Projects) Refunding Series 2017A and the Department of Budget
and Finance of the State of Hawaii 4.00% Special Purpose Revenue Bonds (Hawaiian Electric
Company, Inc. and Subsidiaries Projects)Refunding Series 2017B.
Mr. Tierney served as bond counsel and disclosure counsel to the County of Maui (the"County")
for over 15 years. Most recently Mr. Tierney served as bond counsel and disclosure counsel on the
County's $300,160,000 General Obligation Bonds Series 2025 which closed on August 13, 2025.
In October 2018, Mr. Tierney served as bond counsel in connection with the issuance of the
106,315,000 County of Maui General Obligation Bonds, Series 2018. In October 2015, Mr.
Tierney served as bond counsel and disclosure counsel in connection with the issuance of the
60,155,000 County of Maui General Obligation Bonds, Series 2015.
Mr. Tierney has served as bond counsel for several financings on behalf of the University of
Hawaii.Mr.Tierney was one of the lead bond attorneys for the Firm's engagement as bond counsel
for the issuance of$100,000,000 Board of Regents of the University of Hawaii Revenue Bonds,
Series 2009A; $133,810,000 Board of Regents of the University of Hawaii Refunding Bonds,
Series 2006A; and $100,000,000 Board of Regents of the University of Hawaii Revenue Bonds,
Series 2006A.
In 2006,Mr. Tierney served as special counsel to the Department of Hawaiian Home Lands in the
issuance of its$24,500,000 Certificates of Participation(Kapolei Office Facility)2006 Series A.
Mr. Tierney served as bond counsel for a $100,000,000 issue of revenue bonds by the Honolulu
Board of Water Supply that closed in January 2004.
Mr. Tierney participated in 2004 as bond counsel on a complex refunding of various multifamily
housing bonds by the Housing and Community Development Corporation of Hawaii.
Since 2010,Mr. Tierney has served as disclosure counsel to the City and County of San Francisco
the"City")in connection with its various financings.Mr.Tierney also assists the City in preparing
its annual continuing disclosure filings and otherwise complying with the City's continuing
disclosure undertakings. Prior to our engagement as disclosure counsel to the City,the Firm served
as bond counsel in connection with the City's issuance of its certificates of participation and lease
revenue bonds in 2010, 2009, 2007 and 2006. Currently, Mr. Tierney is serving as disclosure
counsel to the City in connection with the issuance of its General Obligation Bonds Series
2026A; its 2026 Lease Revenue Bonds, and its Fall 2026 General Obligation Bonds. In
November 2025, Mr. Tierney served as disclosure counsel to the City in connection with the
issuance of its $18,390,000 Refunding Certificates of Participation Series 2025-R2(Port Facilities
Project)(Non-AMT)and Series 2025-R3 (Port Facilities Project)(AMT),the City's$270,910,000
Refunding Certificates of Participation (Multiple Capital Improvement projects) Series 2025-R1,
and its$87,515,000 Taxable General Obligation Bonds(Health and Recovery,2020)Series 2025G.
In October 2025, Mr. Tierney served as disclosure counsel to the City in connection with the
issuance of its $83,635,000 General Obligation Bonds (Healthy, Safe and Vibrant San Francisco,
2025) Series 2025F. In June 2025, Mr. Tierney served as disclosure counsel to the City in
connection with the issuance of its$57,075,000 Multifamily Housing Revenue Bonds(Fannie Mae
MBS-Secured) (Sunnydale HOPE SF Block 9) Series 2025B-1 and 2025B-2. In March 2025,Mr.
Tierney served as disclosure counsel to the City in connection with the issuance of its$46,935,000
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2025B Certificates of Participation (Treasure Island — Stage 2 Infrastructure Projects), and its
38,220,000 Taxable General obligation Bonds (Affordable Housing, 2016 — Preservation and
Seismic Safety) Series 2025E. In January 2025, Mr. Tiemey served as disclosure counsel to the
City in connection with the issuance of its $552,030,000 2025 Series A, B, C and D General
Obligation Bonds.In May 2024,Mr.Tierney served as disclosure counsel to the City in connection
with the issuance of its $214,585,000 SFO Refunding Certificates of Participation Series 2024 R-
1 (Multiple Capital Improvement Projects) Tax-Exempt, and its $340,615,000 2024 General
Obligation Refunding Bonds Series 2024-R1.In November 2023,Mr.Tierney served as disclosure
counsel to the City in connection with the issuance ofits$103,410,000 Certificates ofParticipation,
Series 2023A(Affordable Housing and Community Facilities Projects(Federally Taxable),and its
80,040,000 Certificates of Participation, Series 2023B (Multiple Capital Improvement Projects
Tax-Exempt).In December 2022,Mr.Tierney served as disclosure counsel in connection with the
City's issuance of its $78,570,000 (Transbay Transit Center), and its $31,190,000 Special Tax
Bonds (Federally Taxable — Green Bonds), Series 2022B. In June 2022, Mr. Tierney served as
disclosure counsel in connection with the City's Finance Corporation's issuance ofits$58,200,000
Lease Revenue Refunding Bonds, Series 2008-1 and 2008-2(Moscone Center Expansion Project)
Letter ofCredit Substitution.In May 2022,Mr.Tierney served as disclosure counsel in connection
with the City's issuance of its $327,300,000 General Obligation Bonds, Series 2022-R1. In
September 2021,Mr. Tierney served as disclosure counsel in connection with the City's issuance
of its $86,905,000 General Obligation Refunding Bonds, Series 2021-R-2 (Forward Delivery). In
August 2021, Mr. Tiemey served as disclosure counsel in connection with the City's issuance of
its$468,380,000 General Obligation Bonds, Series 2021CDE(Earthquake Safety and Emergency
Response,2020;Health and Recovery 2020,and Transportation and Road Improvement 2014). In
May 2021,Mr. Tierney served as disclosure counsel in connection with the City's issuance of its
91,230,000 General Obligation Refunding Bonds, Series 2021-R1 and Series 2021-R2 (Forward
Delivery). In March 2021,Mr. Tierney served as disclosure counsel in connection with the City's
issuance of its $80,715,000 Tax-Exempt General Obligation Bonds, Series 2021B-1 and 2021B-2
Earthquake Safety and Emergency Response, 2020), and its $254,585,000 Taxable General
Obligation Bonds, Series 2021A(Social Bonds—Affordable Housing,2019).
Currently Mr. Tierney is serving as underwriters' counsel in connection with the Public
Utilities Commission of the City and County of San Francisco's(the"PUC") issuance of its
2026 Wastewater Bonds which is expected to close in August 2026. In January 2026, Mr.
Tierney served as underwriter's counsel in connection with the PUC's issuance of its
1,050,000,000 2026 Wastewater and Power Commercial Paper Programs.In November 2025,Mr.
Tierney served as underwriter's counsel in connection with the PUC's issuance ofits$550,000,000
2025 Wastewater Commercial Paper Program. In June 2025, Mr. Tierney served as underwriters'
counsel in connection with the PUC's issuance of its$988,260,000 San Francisco Water Revenue
Bonds,2025 Series DEF. In April 2025,Mr.Tierney served as underwriters'counsel in connection
with the PUC's issuance of its $523,435,000 San Francisco Water Revenue Bonds, 2025 Series
ABC. In February 2025, Mr. Tiemey served as underwriters' counsel in connection with the
PUC's issuance ofits$550,000,000 Commercial Paper Notes(Water Series,Proposition E) Series
A. In July 2024, Mr. Tierney served as underwriter's counsel in connection with the PUC's
issuance of its $1,142,975,000 Wastewater Revenue Bonds Series ABCD. In August 2023, Mr.
Tiemey served as underwriters' counsel and dealer's counsel to the PUC in connection with the
issuance of its$514,855,000 San Francisco Water Revenue Bonds,2023 Series CD. In July 2023,
Mr. Tierney served as underwriters' counsel in connection with the PUC's issuance of its
414,035,000 San Francisco Water Revenue Bonds,2023 Series AB. In April 2023, Mr. Tierney
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served as underwriter's counsel in connection with the PUC's issuance of$675,000,000 City and
County of San Francisco Commercial Paper Notes (Wastewater Series, Proposition E) A-1, A-2,
A-3,A-4,A-6). In March of 2023,Mr. Tierney served as underwriter's counsel in connection with
the issuance of its Commercial Paper Notes(Power Series) Series A-1,A-2.).
Mr. Tierney has significant expertise in the areas of general obligation bonds, utility enterprise
financing, transportation financing, pension bonds, lease-backed financing and other types of
municipal financing; examples of significant recent financings include issues by the City and
County of San Francisco, the cities of Oakland, San Jose, Stockton, and Tulare, the Counties of
Maui, Alameda, Santa Clara, Tehema and Solano,the Port of San Francisco,the San Jose Mineta
International Airport, and the San Francisco International Airport.
Mr.Tierney serves as bond counsel and underwriter's counsel on a variety of education and cultural
financings, including recent financings for Stanford University,the Los Angeles County Museum
of Art,the Academy of Motion Picture Arts and Sciences,and the California Academy of Sciences.
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KATHLEEN J.ORLANDI
Ms.Orlandi has spent her entire professional career in the practice ofpublic finance law.Shejoined
the firm of Hawkins,Delafield&Wood in New York as an associate and became a partner in 1995. Over
the past ten years alone,Ms.Orlandi has worked on over 400 public finance issues of every type throughout
the nation, spanning more than 20 states and including some of the most complex and innovative
transactions ofsuch period.Several of such transactions were recognized by The Bond Buyer in their"Deal
of the Year"awards.Ms.Orlandi has worked in many phases ofpublic finance with particular emphasis on
matters relating to the issuance of tax-exempt bonds and has worked on several dozen public finance
transactions for the State of Hawaii(including as bond counsel on the then largest State general obligation
issue in December 2011, and two such issues in 2020 and in 2024, as underwriters' counsel) and as bond
counsel on selected transactions for the City and County of Honolulu since 1995, including two 2023
transactions and two transactions in 2025.
Ms. Orlandi has extensive working experience with the issuance of state and local obligations in
connection with various state purposes for clients which have included the States of Hawaii,New Mexico
including local authorities therein), New York, Vermont and Tennessee, and the City and County of
Honolulu, the Redevelopment Agency of the City of Los Angeles, the New York State Environmental
Facilities Corporation,the City ofBoston,the Connecticut Development Authority and the New York City
Industrial Development Authority. Financings have involved tax, revenue and bond anticipation notes,
interest rate swaps and other derivative products, commercial paper programs, build America bonds,
certificates of participation,joint power agreements and advance refundings in the areas of solid waste,
transportation and pollution control.
In addition, Ms. Orlandi has extensive experience with State and local housing issuers including
those of Alaska, Arkansas, California, Connecticut, Florida, Hawaii, Michigan, Nevada, New York,
Oklahoma, Oregon, Puerto Rico and Virginia,having worked on issues involving essential governmental
functions,single and multi-family housing,the low-income housing tax credit,derivative products,housing
owned by not-for-profit-corporations, HUD securitizations, public-private arrangements and complex
refundings.
Ms. Orlandi has participated in significant federal legislative drafting and has received numerous
favorable IRS rulings on behalf of clients. She has undertaken the successful closing of IRS audits (in all
cases, closed without change) and is frequently consulted by national and state industry group and
government entities as to the practical application or consequences of public finance issues. Ms. Orlandi
served as a section chair to the National Association of Bond Counsel's Bond Attorney Workshop for 5
years and has served as both a member of the Steering Committee for such workshop and as a member of
the NABL board of directors. In October 2017,Ms. Orlandi served as national chair ofsuch workshop.
Ms. Orlandi received an LL.M. degree in Taxation from New York University subsequent to
receiving her Juris Doctorate from the University of Toledo. She also holds a Master of Arts degree in
Political Science(Public Administration)and prior to her association with Hawkins Delafield&Wood,Ms.
Orlandi was a Senior Planner for a 5-county governmental consortium in Ohio. Ms. Orlandi is a member
in good standing ofthe bar ofthe State of New York,the State of Connecticut and the State ofVermont.
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STEVEN I.TURNER
Mr. Turner has spent his entire professional career in the practice ofpublic finance law.He joined
Hawkins Delafield&Wood LLP as a partner in 1992, having spent 20 years with another public finance
law firm, 14 years as a partner.
Mr. Turner acts as bond counsel for the State ofTennessee for its general obligation financings and
for the Tennessee State School Bond Authority in connection with State of Tennessee loan program
financings for educational facilities for The University of Tennessee and the Tennessee State University
and Community College system.He also has acted as bond counsel for many municipal entities,including
the City of Memphis,Tennessee,for their general obligation and revenue bond issues.In 2011,Mr.Turner
served as part of the Hawkins bond counsel team with respect to the State's $1,286,230,000 General
Obligation Bonds.
Mr. Turner has extensive experience as bond counsel and underwriters' counsel in revenue bond
financings for municipal utilities (including electric, water and sewer) and joint action electric utilities
throughout the country. He is principally responsible for the fern's representation of Grand River Dam
Authority(OK),Oklahoma Municipal Power Authority,the two North Carolina Municipal Power Agencies
and Public Power Generation Agency(NE), was principally responsible for the electric rate stabilization
programs of the Finance Authority of Maine, and has been involved in New York Power Authority and
Virgin Islands Water and Power Authority and other public authority and municipal utility financings.
In addition,Mr.Turner participated in the Long Island Power Authority takeover ofthe Long Island
Lighting Company and subsequent financings, as well as the 2013 Utility Debt Securitization Authority's
2 billion securitization of electricity charges to benefit the Long Island Power Authority. He participated
in the legislative and financing transactions alleviating California's 2001 2002 power crises culminating
with the issuance of over$11 billion of bonds by the Department of Water Resources. He also was part of
the Hawkins Delafield & Wood LLP team that acted as bond counsel for the New York Metropolitan
Transportation Authority and Triborough Bridge and Tunnel Authority $17 billion refunding and
restructuring in 2001-2003 of their entire outstanding debt.
Mr. Turner also is experienced in tax issues involved in tax exempt financings as they affect both
new money and refunding issues, and has participated in transactions employing a variety of financing
techniques,including call rights sales,interest rate swaps and other derivative products. In addition,he has
substantial experience with Rule 15c2 12 and other securities law matters.
Education:University of Wisconsin,B.A. 1969;New York University School of Law,J.D. 1972.
Mr.Turner is a member ofthe New York State Bar Association,the American Bar Association and
the National Association of Bond Lawyers, and is a member in good standing of the Bars of the States of
New York,North Carolina,Oklahoma and Tennessee.
H AW K I N S NEW
SAN ROANCISCO•PORTLAND•ANN ARBOR•RALEIGH•WALNUTANGELESS SACRAMENTO
CREEK
4104084.4 001092
HAWKINS DELAFIELD&WOOD LLP PROPOSAL A-7
JOHN O.RENKEN
Mr.Renken joined Hawkins Delafield&Wood LLP as a partner in January 2006,and is currently
a member of the Firm's Management Committee. Prior to joining the Firm, he was a member of a
nationally-ranked public finance firm,where he had management responsibilities for the Firm's offices in
Michigan and Washington,D.C.His practice is focused on transactional matters,with an emphasis on tax-
exempt bond financing for housing and health care facilities, and has participated in financings in nearly
every state. Mr. Renken has been lead counsel for issuers, underwriters, lenders, credit providers and
national health care systems in connection with a wide variety of financing activities and is the individual
primarily responsible for Hawkins bond counsel relationship with Trinity Health (and, prior to such
engagement, served as borrower's counsel to Sisters of Mercy Health Corporation and Mercy Health
Services,now part ofTrinity Health),the Firm's work as disclosure counsel to the Regents ofthe University
of Michigan, and the Firm's work as underwriter's counsel on Providence St. Joseph Health,Bon Secours
Mercy Health, Oregon Health and Science University, SCL Health, Hawaii Pacific Health, MultiCare
Health System, Salem Health, Asante, St. Charles Health and Wake Forest Baptist Medical Center's
financings, among other significant health care finance engagements around the country.
Since 2011, Mr. Renken has been involved in over a dozen bond transactions as part of the
Hawkins bond counsel team for the Hawaii Housing Finance and Development Corporation.
During the course of his over 30 years of practice, Mr. Renken has advised government entity
clients with respect to constitutional and legal authority, contracts, pending legislation, proposed
regulations and litigation. For private sector clients, he has organized and maintained private business
entities,including assistance with applications for tax-exempt status,merger/affiliation work, §501(c)(3)
joint venture documentation, public-private partnerships, start-up activities and on-going general legal
representation.
Mr. Renken is admitted to practice in Alaska, California, Colorado, the District of Columbia,
Michigan, Nevada, Oregon and Washington. Preparatory education, DePauw University (B.A.,
Economics, 1987;Management Fellows Program);Graduate Business Education,University of Michigan
Business School (M.B.A., Highest Distinction, Beta Gamma Sigma, 2004); Legal Education, Indiana
University School ofLaw(J.D.,cum laude, 1990).
H AW K I N 5 IANGELES •SACRAMENTO •
SAN FRANCISCO•PORTLAND•ANN ARBOR•RALEIGH•WALNUT CREEK
4104084.4 001092
HAWKINS DELAFIELD&WOOD LLP PROPOSAL A-8
ERIC J.SAPIR
Mr. Sapir joined Hawkins upon graduation from law school in 1986 as an associate in the solid
waste and municipal utilities group.He soon began working on waste-to-energy projects which launched
his career as a public contracts lawyer in the solid waste, recycling, water, wastewater, residuals,
renewable energy and social infrastructure fields.Rick has worked exclusively as owner's representative
and has helped structure, procure, draft and negotiate contracts involving every form of complex
alternative delivery method.
Rick has served as lead negotiating counsel for over 100 engagements on complex public
contracts. His practice spans North America where he has served as special counsel for the development
ofenvironmental facilities in over 20 States,three Provinces and two Territories.Rick's services regularly
include advising on project planning and delivery matters, structuring of the procurement to ensure
compliance with law and to maximize the optimal competition,preparation of procurement documents,
helping clients review,clarify,understand and evaluate proposals,and the drafting and negotiation of the
key project agreements.
Among the clients that Rick has assisted with complex infrastructure projects are:Honolulu Board
of Water Supply(Water Desalination);County of Hawaii(Waste-to-Energy and Landfill);Lake Oswego,
OR (Wastewater ); New Jersey City University (Student Housing); City of Los Angeles (Waste-to-
Energy);California American Water(Water Desalination);Camden County Municipal Utilities Authority
Cogen, Residuals Processing and Solar); Tacoma, WA (Wet Weather Wastewater Upgrade and
Stormwater Interceptor); City of Fillmore, CA(Wastewater Treatment);Monmouth County,NJ(Waste-
to-Energy, Baling, Landfill Gas-to-Energy, Leachate Treatment, Recycling, Household Hazardous,
Waste, Bulky Waste Transportation and Disposal and Solar); Metro Vancouver (Waste-to-Energy);
Virgin Islands Waste Management Authority(RDF, Baling/Transfer); Fulton County, GA (Wastewater
Treatment); Nashville, TN (Residuals Processing); San Marcos, TX (Water and Wastewater); Halifax
Metropolitan Authority (Waste-to-Energy); New Hanover County, NC (Waste-to-Energy, MRF,
Transfer, Transportation and Disposal); Northeast Maryland Waste Disposal Authority (Waste-to-
Energy); Wake County, NC (Landfill Gas-to-Energy, Landfill DBOM); Spokane County, WA
Wastewater); Orangeville, Ont. (Wastewater); Glasgow, KY(Landfill Gas-to-Energy); Rahway Valley
Sewerage Authority, NJ (Food Waste Recycling, Cogen and Residuals Processing); Clarkstown, NY
Transfer Station); Greensboro, NC (Recycling and Transfer, Transportation and Disposal); and New
Jersey School Construction Authority(School).
Rick is the Legal Advisory Member of the New Jersey Chapter of the Solid Waste Association
of North America and is an active member of the New Jersey Association of Environmental Authorities
and the New Jersey/New York/Connecticut Chapter of the Design Build Institute of America. Rick has
lectured on solid waste and municipal utility issues before several forums including the Solid Waste
Association of North America, the National Council for Public-Private Partnerships, Biocycle, Water
Environment Federation, the Compost Council, the EPA LMOP Program, the Public Securities
Association, the New Jersey Association of Environmental Authorities, the New York City Bar
Association and the New York State Legislative Commission on Solid Waste,and he is a faculty member
for a class provided at the annual Wastecon Conference regarding the development of waste-to-energy
facilities. Mr. Sapir is admitted to the Bars of the States of New York, New Jersey and Connecticut.
Preparatory Education-Union College(N.Y.)B.A. 1983;Legal Education-Fordham University School
ofLaw-J.D. 1986.
HAWKINS NEW
SAN FROANCISCO•PORTLAND•ANN ARBOR•RALLEIGHR LOS ANGELES•SACRAMENTO
WALNUT CREEK
4104084.4 001092
HAWKINS DELAFIELD&WOOD LLP PROPOSAL A-9
BRIAN GARZIONE
Mr. Garzione joined Hawkins as an associate in July 2010 and became partner in 2016. He is
resident in the Firm's Washington, D.C. office. Mr. Garzione serves primarily as disclosure counsel and
underwriters' counsel on a wide variety of tax-exempt and taxable financings, representing issuers and
underwriters in connection with the issuance of all types of bonds, notes, and other debt instruments.
Representing clients on both public offerings and private placements, Mr. Garzione advises a full range
ofparticipants in the municipal finance market,including state and local governments,underwriting firms,
and conduit issuers.His experience includes drafting offering documents and negotiating debt instruments
and credit agreements for all types of fixed rate,variable rate, and multi-modal financings.
Mr. Garzione serves as Disclosure Counsel to the City of Philadelphia and the District of
Columbia. In connection with these engagements, he assists in the drafting of the official statements for
various bond offerings and participates in all working group and due diligence meetings for such offerings.
He is part of the Firm's team working on the State of New York, Division of the Budget and New York
Metropolitan Transportation Authority engagements. Mr. Garzione has also worked on a variety of the
Firm's transportation-related engagements,including GARVEE bond issuances,TIFIA loans for the U.S.
Department of Transportation, and Disclosure Counsel work for the Washington Metropolitan Area
Transit Authority. In 2022, the Firm was engaged as Bond and Disclosure Counsel to the Metropolitan
Washington Airports Authority(MWAA)in connection with MWAA's toll road financings.Mr.Garzione
leads the Firm's engagement with MWAA.
Additionally, Mr. Garzione advises clients on the federal securities laws, assisting clients with
the development and implementation of disclosure policies and conducting the related securities law
training sessions. As the chief securities law partner for the firm, Brian is principally responsible for
authoring client advisories, or "Hawkins Advisories," describing and analyzing important SEC
enforcement actions and other securities law regulatory and rulemaking matters.Hawkins Advisories are
available on the firm's website.
Mr.Garzione is also a frequent speaker,panelist,and moderator ofsecurities law presentations at
industry conferences. In that connection, Mr. Garzione has held prominent roles as a member of the
National Association ofBond Lawyers(NABL), including work with the Securities Law and Disclosure
Committee,where he acted as chair and vice-chair of the committee for over four years.During such time,
Mr. Garzione had a crucial role in steering the committee agenda and took an active role on several high-
profile projects and meetings. Mr. Garzione has also worked closely with the NABL Board in
programming conferences.
Prior to joining Hawkins,Mr.Garzione was an associate at a major international law firm in New
York where his practice focused on mergers and acquisitions and private equity transactions, as well as
securities and general corporate law. Mr. Garzione is a member of the bar in the States of New York and
Maryland and the District of Columbia.
HAWKINS SAN
ANGELES •SACRAMENTO•
FRANCISCO•PORTLAND•ANN ARBOR•RALEIGH•WALNUT
4104084.4 001092
HAWKINS DELAFIELD&WOOD LLP PROPOSAL A-10
RUSSELL A.MILLER
Russ is a partner in the Firm's San Francisco and Los Angeles offices and focuses his practice on
federal income tax matters relating to tax-exempt bonds and other public finance transactions. He advises
issuers, underwriters, borrowers and other participants on the tax aspects of a wide range of municipal
finance transactions, including tax-exempt and taxable financings, tax compliance matters and IRS
examinations.
Russ has extensive experience in all aspects of the federal tax law governing municipal securities
and related financial products. His practice encompasses traditional governmental financings,
transportation infrastructure projects,water and wastewater systems, solid waste facilities,educational and
healthcare institutions, economic development and redevelopment projects, and financings involving
special obligation revenue bonds, including student loan, industrial development, and single-family and
multifamily housing programs. He also has significant experience with short-term note and commercial
paper programs for cities,counties, school districts and community college districts.
In addition to his public finance practice, Russ has advised clients on complex corporate and
municipal securities transactions,including asset-backed securitizations,tax benefit transfer financings and
revenue bond financings for nonprofit educational and cultural organizations.
Russ is widely recognized for his work on complex tax-exempt bond matters and has served as tax
counsel on numerous innovative and high-profile financings. His experience includes tax-exempt tobacco
securitization transactions, low-income housing financings, deficit financings and financings associated
with California's energy crisis in the early 2000s. He has played a leading role in tobacco securitization
transactions throughout California and in several other states, including Ohio,Washington and Michigan.
A substantial portion of Russ's practice involves representing public finance clients before the
Internal Revenue Service. He coordinates the Firm's tax-exempt bond audit practice and has extensive
experience handling IRS examinations involving arbitrage, healthcare financings and other complex tax
issues. He has successfully guided clients through numerous significant tax-exempt bond audits and
compliance matters.
Russ is a member of the State Bar of California,the New York State Bar and the State Bar of Texas.
He is an active member of the National Association of Bond Lawyers and the American Bar Association
and is a frequent speaker at NABL Bond Attorney Workshops and Tax Seminars.
H AW K I N S I ANGELES •SACRAMENTO •
SAN RANCISCO•PORTLAND•ANN ARBOR•RALEIGH•WALNUT CREEK
4104084.4 001092
HAWKINS DELAFIELD&WOOD LLP PROPOSAL A-11
ERICH SCHMITZ
Mr. Schmitz is a partner in the Firm's San Francisco office. He joined Hawkins in the San
Francisco office in 2019 as a bond associate. Mr. Schmitz currently works as bond counsel, disclosure
counsel and underwriter's counsel a variety of tax and revenue-backed financings supporting cities,
counties,water/wastewater facilities, cultural institutions,higher education institutions and hospital/health
care organizations. Prior to joining the Firm, Mr. Schmitz was an analyst at a large credit rating agency
focusing on Western and Midwestern state and local government credits. He was also an attorney at the
City of Chicago Department of Law where he was extensively involved with commercial paper and general
airport revenue financings for O'Hare and Midway airports.Mr.Schmitz is a member ofNABL's securities
law and disclosure committee and is a published municipal finance author.He is a member ofthe California
and Illinois bar.Mr. Schmitz attended Iowa State University(B.F.A.,2012)and DePaul University College
of Law(J.D.,2015).
I
4 H AW K I N S SANFRANCISCO•PORTLAND•ANN ARBOR•RALEIGH•
R
WA
D• LOS
NUT CREEKANGELES•SACRAMENTO
4104084.4 001092
HAWKINS DELAFIELD&WOOD LLP PROPOSAL B_1
ATTACHMENT B
HAWKINS DELAFIELD&WOOD LLP
HAWAII FINANCINGS
JANUARY 2010 TO JUNE 2026
C=Competitive Bid; N=Negotiated; PP=Private Placement)
BC=Bond Counsel; DC=Disclosure Counsel; UC=Underwriters' Counsel)
Amount
Type Corporate or of
Sale of Institutional Issue Issue HDW
Date Sale Issuer Backer Descri•tion ($mils) Role
05/26/10 N Hawaii Dept of Budget&Finance Hawaii Pacific Special Purpose 101.940 UC
Health Revenue Bonds
07/08/10 N Hawaii Dept of Budget&Finance Hawaii Pacific Special Purpose 61.210 UC
Health Revenue Bonds
11/09/10 N Maui Co-Hawaii General Obligation 23.375 BC
Bonds
11/09/10 N Maui Co-Hawaii General Obligation 50.320 BC
Bonds
03/30/11 N Hawaii Housing Fin&Dev Corp Ewa Homes LP Multi-Family 3.630 BC
Housing Rev Bonds
05/03/11 N Hawaii Housing Fin&Dev Corp }CPT Towers I Multi-Family 66.000 BC
Housing Rev Bonds
11/17/11 N State of Hawaii GO&Refunding 1,286.230 BC
Bonds
11/22/11 N Hawaii Housing Fin&Dev Corp Single Family Mtg 20.000 BC
Purch Rev Bonds
03/21/12 N Hawaii Housing Fin&Dev Corp Kooloaula Limited Multi-Family 5.900 BC
Partnership Housing Rev Bonds
04/02/12 N Hawaii Housing Fin&Dev Corp Kooloaula Limited Multi-Family 11.800 BC
Partnership Housing Rev Bonds
05/09/12 N Hawaii Housing Fin&Dev Corp VB Wilikina LP Multi-Family 2.750 BC
Housing Rev Bonds
05/09/12 N Hawaii Housing Fin&Dev Corp VB Wilikina LP Multi-Family 9.250 BC
Housing Rev Bonds
07/12/12 N Hawaii Housing Fin&Dev Corp Iwilei LP Multi-Family 11.500 BC
Housing Rev Bonds
11/01/12 C Maui Co-Hawaii General Obligation 70.250 BC
Bonds
12/13/12 N Hawaii Housing Fin&Dev Corp Halekauwila Place Multi-Family 25.800 BC
LP Housing Rev Bonds
03/01/13 P Hawaii Housing Fin&Dev Corp Ewa Homes II LP Multi-Family 4.167 BC
Housing Rev Bonds
03/01/13 P Hawaii Housing Fin&Dev Corp Ewa Homes II LP Multi-Family 11.595 BC
Housing Rev Bonds
HAWKINS NEW YORK•WASHINGTON D.C.•NEWARK•HARTFORD•LOS ANGELES•SACRAMENTO•
SAN RANCISCO•PORTLAND•ANN ARBOR•RALEIGH•WALNUT CREEK
4104084.4 001092
HAWKINS DELAFIELD&WOOD LLP PROPOSAL B-2
Amount
Type Corporate or of
Sale of Institutional Issue Issue HDW
Date Sale Issuer Backer Description ($mils) Role
03/13/13 N Hawaii Housing Fin&Dev Corp Single Family Mtg 26.310 BC
Purchase Bonds
09/10/13 N Hawaii Dept ofBudget&Finance Hawaii Pacific Special Purpose 158.980 UC
Health Revenue Bonds
06/26/14 C Maui Co-Hawaii General Obligation 68.670 BC
Bonds
Multi-Fam Hsg Rev
04/21/15 PP Hawaii Housing Fin&Dev Corp Gov Lender Note 29.000 BC
General Obligation
10/07/15 C Maui Co-Hawaii Bonds 60.155 BC/DC
Hawaiian Electric Special Purpose Rev
11/24/15 N Hawaii Dept of Budget&Finance Co Inc Ref Bonds 47.000 BC
Multi-Fam Hsg Rev
11/25/15 PP Hawaii Housing Fin&Dev Corp Con/Perm Note 11.739 BC
Multi-Family
11/25/15 PP Hawaii Housing Fin&Dev Corp Housing Rev Bonds 11.739 BC
Multi-Family
Housing
Kaneohe Elderly Rev.Gov Lender
07/06/16 PP Hawaii Housing Fin&Dev Corp Project Note 9.450 BC
Multi-Family
Waipahu Hall Housing
09/30/16 PP Hawaii Housing Fin&Dev Corp Project Rev Gov Lender Note 11.400 BC
Hawaiian Electric Special Purpose Rev
06/15/17 N Hawaii Dept of Budget&Finance Co Inc Ref Bonds 265.000 BC
Multi-Family
08/01/17 PP Hawaii Housing Fin&Dev Corp Ola Ka Ilima Lofts Housing Rev Bonds 26.000 BC
General Obligation
10/18/17 N Kauai Co-Hawaii Bonds 24.015 DC
Multi-Family
11/29/17 N Hawaii Housing Fin&Dev Corp Hale Kewalo Housing Rev Bonds 28.035 BC
630 Cooke St Multi-Family
06/12/18 PP Hawaii Housing Fin&Dev Corp Partnership LP Housing Rev Bonds 25.500 BC
Keahumoa Place Multi-Family Note
07/17/18 PP Hawaii Housing Fin&Dev Corp Phase 1 13.400 BC
Multi-Family
Kulana Hale at Housing
08/10/18 PP Hawaii Housing Fin&Dev Corp Kapolei Phase I Rev Note 43.291 BC
General Obligation
09/18/18 C Maui Co-Hawaii Bonds 106.315 BC/DC
HAWKINS I HARTFORD ANGELES •SACRAMENTO •
SAN FRANCISCO•PORTLAND•ANN ARBOR•RALEIGH•WALNUT CREEK
4104084.4 001092
HAWKINS DELAFIELD&WOOD LLP PROPOSAL B-3
Amount
Type Corporate or of
Sale of Institutional Issue Issue HDW
Date Sale Issuer Backer Descri 1 tion ($mils) Role
Multi-Family
Housing
11/01/18 PP Hawaii Housing Fin&Dev Corp Kukui Tower Rev Note 28.467 BC
Multi-Family
Housing Revenue
11/20/18 PP Hawaii Housing Fin&Dev Corp Kenolio Apartments Note 50.000 BC
Multi-Family
Kahului Lani I Housing Rev Gov
12/05/18 PP Hawaii Housing Fin&Dev Corp Senior Note 19.689 BC
Multi-Family
Mohouli Heights Housing Rev Gov
01/29/19 PP Hawaii Housing Fin&Dev Corp Phase 3 2019A Note 4.779 BC
Multi-Family
Mohouli Heights Housing Rev Gov
01/29/19 PP Hawaii Housing Fin&Dev Corp Phase 3 2019B Note 14.970 BC
Hawaiian Electric Special Purpose
07/10/19 N Hawaii Dept of Budge&Finance Co.Inc. Revenue Bonds 150.000 BC
Multi-Family
Housing Revenue
08/09/19 PP Hawaii Housing Fin&Dev Corp KMUD Phase II Note 41.100 BC
Hawaiian Electric Special Purpose
09/25/19 N Hawaii Dept of Budget&Finance Co.Inc. Revenue Bonds 80.000 BC
Hawaii Mid-Pacific Special Purpose
02/13/20 N Hawaii Dept of Budget&Finace Inst. Revenue Bonds 9.520 UC
04/14/20 N State ofHawaii Taxable GO BAN 600.000 BC
08/12/20 N State ofHawaii Taxable GO BAN 995.000 BC
Multi-Family
Housing
09/25/20 PP Hawaii Housing Fin&Dev Corp Hale Kalele Rev Gov Note 44.661 BC
05/03/21 PP Hawaii Housing Fin&Dev Corp Halewai'olu Senior Multi-Family 48.000 BC
Housing Rev Gov
Note
05/17/23 N Honolulu City and County Maunakea Tower Multi-Family 100.535 BC
Apts Housing Rev Gov
Bonds
5/17/23 N Honolulu City&Co-Hawaii Multi-Family 100.540 BC
Housing Rev Bonds
10/24/23 PP Honolulu City&Co-Hawaii JWH Kuhaulua Multi-Family 30.000 BC
Mngmt LLC Housing Rev Bonds
12/6/23 N State of Hawaii General Obligation 75.,000 BC
Bonds
11/14/24 N Hawaii Housing Fin&Dev Corp Multi-Family 80.000 BC
Housing Rev Bonds
12/04/24 N State of Hawaii General Obligation 750.000 BC
Bonds
HAWKINS I HARTFORD ANGELES •SACRAMENTO •
SAN RANCISCO•PORTLAND•ANN ARBOR•RALEIGH•WALNUT CREEK
4104084.4 001092
HAWKINS DELAFIELD&WOOD LLP PROPOSAL B-4
Amount
Type Corporate or of
Sale of Institutional Issue Issue HDW
Date Sale Issuer Backer Description ($mils) Role
04/22/25 PP Honolulu City&County Multi-Family 29.450 BC
Housing Rev Bonds
07/23/25 C Hawaii Maui Co-Hawaii General Obligation 300.16 BC;DC
Bonds
11/19/25 N Hawaii Housing Fin&Dev Corp Single Family Mtg 30.00 BC
Purchase Rev
Source:SDC Platinum
H AW K I N S I ANGELES •SACRAMENTO •
SAN FRANCISCO•PORTLAND•ANN ARBOR•RALEIGH•WALNUT CREEK
4104084.4 001092
HAWKINS DELAFIELD&WOOD LLP PROPOSAL C-1
ATTACHMENT C
PUBLIC FINANCE RESUME OF HAWKINS DELAFIELD& WOOD LLP
INTRODUCTION
Hawkins Delafield& Wood LLP ("Hawkins" or the "Firm") was founded in 1854 and has been a
nationally recognized bond counsel firm for more than a century.The Firm is among the largest public finance
law firms in the country and is consistently ranked among the top public finance firms nationally.
Representation of state and local governments and public authorities is the core of our practice. Hawkins
currently has 72 attorneys engaged in state and local government finance and projects. Supporting Hawkins'
public finance practice are six tax attorneys(including five tax partners, and 2 tax associates)who specialize
in tax law as it relates to tax-exempt bonds. Hawkins has more attorneys devoted to the practice of public
finance law than any other law firm.
Full-Service Public Finance Law Firm
Hawkins has served as bond,disclosure and underwriters' counsel in connection with all types of tax-
exempt and taxable municipal financings. Typical transactions in which the Firm has participated, and
continues to participate,include general obligation financings,housing financings,transportation financings,
refundings, water and wastewater financings, certificates of participation financings for a full range of
equipment and real estate projects, lease revenue financings, education financings, nonprofit healthcare and
education financings,conduit financings,tax assessment financings,cash flow financings,solid waste disposal
and resource recovery,public power, student loans, hospital, convention centers, commercial and industrial
development,dock and wharffacilities and other exempt facilities.We maintain an active federal tax practice
in the tax-exempt finance area.Hawkins has a thorough understanding of the many financing structures in use
today, from traditional tax supported and revenue based structures to the many credit enhanced and other
market oriented structuring techniques. Our involvement with a broad range of public fmance clients enables
the Firm to utilize ideas and concepts developed in one area of public fmance and apply them in other areas
to the benefit of our clients.
Since ranking records have been maintained by SDC Platinum from Refmitive or its predecessor
starting in 1980 to the present, Hawkins is ranked overall nationally as the number two bond counsel firm
in the nation, the number three disclosure counsel firm in the nation, and the number one underwriters'
counsel firm in the nation, based on dollar volume of transactions, as compiled by SDC Platinum from
Refinitive,formerly Thomson Reuters Financial.
HAWKINS WASHINGTON S• SACRAMENTO •
SAN RANCISCO•PORTLAND•ANN ARBOR•RALEIGH•WALNUT CREEK
4104084.4 001092
HAWKINS DELAFIELD&WOOD LLP PROPOSAL C-2
HAWAII EXPERIENCE
Measured from 1980 (when records first began to be maintained) to the present, Hawkins is the
number two bond counsel firm in the State ofHawaii based on the number of transactions,and the number
two disclosure counsel firm in the State ofHawaii,based on dollar volume of transactions,as compiled by
SDC Platinum from Refinitiv,formerly Thomson Reuters Financial.
SDC Platinum. For a complete list of the Firm's recent Hawaii financings please see Attachment B.
HAWKINS DELAFIELD &WOOD LLP
BOND COUNSEL,DISCLOSURE COUNSEL,UNDERWRITERS' COUNSEL
HAWAI'I RANKING REPORT
JANUARY 1980—JUNE 2026
Volume in$ Number of
Role Rank millions) Issues
Bond Counsel 2 21,360.80 273
Disclosure Counsel 2 629.57 6
Underwriters' Counsel 7 2,300.54 19
Source:SDC Platinum
The Firm's public finance practice in Hawaii goes back over 100 years (we have bond documents in
our files going back to 1900!), and includes hundreds of financings for Hawaii, its public agencies and its
counties. We believe that Hawkins is the most qualified bond counsel firm in knowledge and experience
relating to public finance in the State of Hawaii. The following describes some of our experience in Hawaii
since 1960:
County of Hawai'i, Hawaii. The Firm has served as bond counsel or underwriters' counsel, or as
counsel for certain special procurement projects for the County of Hawai'i since 1969 through the present.
The Firm assisted in the structuring of financing and preparation of all ordinances, resolutions and other
documents essential to transactions, including official statement, notice of sale for competitive transactions,
and arranged for distribution of the notice of sale and official statement. In negotiated sales, the Firm
negotiated agreements on behalf of the County. In addition,the Firm advised the County on related issues and
reviewed legislation from time to time as requested and structured an"invested sinking fund"refunding issue
in the late 1970's, which are currently prohibited by the Internal Revenue Service but were permitted at the
time,which was one of the best such transactions of that character done at the time and enabled the County to
maximize savings due to such refunding.
The Firm assisted the County with the negotiation of an Organic Waste Diversion Program Agreement
pursuant to which a private company(Hawaiian Earth Recycling)would design,build, finance and operate a
green waste mulching and a green waste/organic waste composting project. During development of that
project the County oped to re-allocate the financing responsibility and we negotiated the agreement for the
restructured project. The Firm also assisted the County of Hawai'i in connection with the procurement of a
waste conversion facility. In that engagement,we worked with the County staff to identify County objectives
and key transaction issues including, but not limited to, ownership, financing, procurement structure,
appropriate level of necessary proven experience, and possible security instruments; presented issues and
recommendations to the County Council; performed legal research and drafted memoranda regarding
procurement and risk issues; assisted in the preparation of the solicitation documents; prepared the draft
HAWKINS I ANGELES•SACRAMENTO•
SA FRANCISCO•PORTLAND•ANN ARBOR•RALEIGH•WALNUT CREEK
4104084.4 001092
I
HAWKINS DELAFIELD&WOOD LLP PROPOSAL C-3
Service Agreement which was included in the Request for Proposals; participated in the clarification and
evaluation of proposals; prepared evaluation materials for the selection committee; initiated discussion with
Hawaiian Electric Light Company regarding the purchase of electricity from the facility; and assisted in
discussions with Department of Health regarding solid waste and air permit issues. While the project was
deferred,we successfully negotiated a Service Contract with Wheelabrator Technologies.
County ofMaui,Hawaii. Mr. Tierney served as bond counsel and disclosure counsel to the County
of Maui (the "County") for over 15 years. The Firm served as bond counsel for the County of Maui in its
issuance ofgeneral obligation notes and bonds and water revenue bonds continuously during the period 1971
through 1990. In its role as bond counsel,the Firm assisted in the structuring of financing and preparation of
all ordinances,resolutions and other documents essential to transactions, including official statement,notice
of sale for competitive transactions,and arranged for distribution ofthe notice of sale and official statement.
In negotiated sales,the Firm negotiated agreements on behalf of the County of Maui and advised the County
of Maui on related issues and reviewed legislation from time to time as requested.
In October 2018,Mr.Tierney served as bond counsel in connection with the issuance of$106,315,000
County of Maui General Obligation Bonds,Series 2018.In October 2015,Mr.Tierney served as bond counsel
and disclosure counsel in connection with the issuance of the$60,155,000 County of Maui General Obligation
Bonds,Series 2015.The County received a record 15 bids,ranging from a true interest cost of 2.09%to 2.26%
over the 20-year life of the bonds. In July 2014, Hawkins served as bond counsel and disclosure counsel to
the County in connection with the issuance of the $68,670,000 County of Maui General Obligation Bonds,
Series 2014. The Firm served as bond counsel and disclosure counsel to the County in connection with the
issuance of$70,250,000 County of Maui General Obligation Bonds, Series 2012 in November 2012. This
bond issue was the County's first competitive sale in over a decade and was very well received by the
marketplace. Mr. Tierney also served as bond counsel to the County in February 2012 in connection with a
privately-placed,tax-exempt loan obtained by the County from the United States Department of Agriculture.
The loan was evidenced by a general obligation bond ofthe County.The Firm also served as bond counsel to
the County in December 2010 in connection with the County's issuance of$23,375,000 County of Maui
General Obligation Bonds, 2010 Series A (Taxable) and $50,320,000 County of Maui General Obligation
Bonds, 2010 Series B (Tax-Exempt). The 2010 Series A Bonds were issued as Recovery Zone Economic
Development Bonds. In January 2008,Mr. Tierney served as bond counsel in a$39,500,000 County of Maui
General Obligation Bond issuance(2008 Series A). In September 2006,the Firm served as bond counsel in a
25,190,000 County of Maui General Obligation Bond issuance (2006 Series B and C). In August 2006,
Mr. Tierney also served as bond counsel in a$29,425,000 County ofMaui General Obligation Bond issuance
2006 Series A).
Hawaiian Electric Company. The Firm has served as bond counsel for several financings on behalf
of the Hawaiian Electric Company for over 20 years. Most recently, in April 2020, Mr. Tierney served as
bond counsel in connection with the project amendment ofthe$80,000,000 Department of Budget and Finance
of the State of Hawaii 3.50% Special Purpose Revenue Bonds (Hawaiian Electric Company Inc. and
Subsidiaries Projects) Series 2019. In October 2019,Mr. Tierney served as bond counsel in connection with
the issuance of$80,000,000 Department of Budget and Finance of the State of Hawaii 3.50%Special Purpose
Revenue Bonds(Hawaiian Electric Company, Inc. and Subsidiaries Projects) Series 2019. In July 2019, Mr.
Tierney served as bond counsel in connection with the issuance of$150,000,000 of the Hawaiian Electric
Company, Inc. and its Subsidiary of 3.20% Special Purpose Revenue Bonds Refunding Series 2019
Department of Budget and Finance of the State of Hawaii).In June 2017,Mr.Tiemey served as bond counsel
in connection with the issuance of$265,000,000 Hawaiian Electric Company,Inc.and its Subsidiaries Special
Purpose Revenue Bonds, Refunding Series 2017A and Refunding Series 2017B (Department of Budget and
Finance of the State of Hawaii). The transaction closed in June 2017. In December 2015,the Firm served as
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bond counsel in connection with the issuance of the $47,000,000 Department of Budget and Finance of the
State of Hawaii 3.25% Special Purpose Revenue Bonds (Hawaiian Electric Company, Inc. and Subsidiaries
Projects) Refunding Series 2015. In July 2009, the Firm served as bond counsel in connection with the
Department of Budget and Finance of the State of Hawaii's issuance of Special Purpose Revenue Bonds
Hawaiian Electric Company, Inc. and Subsidiaries Projects) Series 2009 in the aggregate principal amount
of$150,000,000. In March 2007,the Firm served as bond counsel to the Department of Budget and Finance
of the State of Hawaii in its issuance of Special Purpose Revenue Bonds in the amounts of$140,000,000
Hawaiian Electric Company,Inc. and Subsidiaries Projects) for Series 2007A, and$125,000,000 for Series
2007B. In January 2005, the Firm served as bond counsel to the Department of Budget and Finance of the
State of Hawaii in its issuance of$47,000,000 Special Purpose Revenue Bonds(Hawaiian Electric Company,
Inc.and Subsidiaries Projects)Refunding Series 2005A.
City and County ofHonolulu,Hawaii. The Firm currently serves as bond counsel to the City and
County on its multi-family revenue bond program. This program, reconstituted in 2023 saw two
transactions successfully close and two transactions in 2025, totaling over $270 million in bonds. This
involved significant work bringing staff and the City Council,unfamiliar with private activity bonds,to a
knowledge and comfort level needed to close these complex transactions. One more transaction occurred
in 2025. The Firm also served as bond counsel for the issuance of general obligation notes and bonds
during the period 1969 through 2000, and since then has served at the pleasure of the Director of Budget
and Fiscal Services from time to time.The Firm has assisted in the structuring of financing and preparation
of all ordinances, resolutions and other documents essential to transactions, including official statement,
notice of sale for competitive transactions, and arranged for distribution of the notice of sale and official
statement. In negotiated sales,the Firm has negotiated agreements on behalf of the City and County. The
Firm has also advised the City and County on related issues and reviewed legislation from time to time as
requested.The Firm assisted in the structuring of transactions related to the"privatization"ofthe City and
County resource recovery and electric generation facility known as H-Power.During such process the Firm
negotiated with investment bankers and the purchaser of the facility on behalf ofthe City and County.The
Firm also developed a structure for the financing and development of property for housing by the City and
County. More recently,the Firm participated in a tax-exempt general obligation variable rate bond issue
for the City and County,new water system revenue bond financings for the Board of Water Supply of the
City and County,a new sewer system revenue bond fmancing for the City and County,in addition to fixed
rate general obligation bonds. The Firm assisted the Honolulu Corporation Counsel's office in connection
with flow control matters.This engagement included the preparation of memoranda discussing alternative
mechanisms to preserve the Honolulu solid waste system in the face of private competition and advising
on the applicability of the United Haulers v. Oneida-Herkimer Solid Waste Authority case to the system.
Over the past several years,the Firm has been engaged to work on bond modifications,most recently with
respect to a low-income housing transaction in 2017. In May 2023, the Firm served as bond counsel in
relation to the issuance of$100,000,000 City and County of Honolulu Multi-Family Housing Revenue
Bonds(Maunakea Tower Apartments) Series 2023. In October 2023,the Firm served as bond counsel in
relation to the issuance of$300,000,000 City and County of Honolulu Multi-Family Housing Revenue
Bonds(JWH Kuhaulua Management LLC)Series 2023.In April 2025,the Firm served as bond counsel in
relation to the issuance of$29,000,000 City and County of Honolulu Multi-Family Housing Revenue
Bonds, Series 2025.
County ofKaua'i,Hawaii. In November 2017,the Firm served as disclosure counsel to the County
in connection with the County's issuance ofits$24,015,000 General Obligation Bonds,Series 2017.The Firm
served as bond counsel for the County of Kaua'i,Hawaii in its issuance of general obligation notes and bonds
and special assessment bonds continuously during the period 1970 through 1981 and assisted in the structuring
of financing and preparation of all ordinances, resolutions and other documents essential to transactions,
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including the official statement, notice of sale for competitive transactions, and arranged for distribution of
the notice of sale and official statement. The Firm also advised the County of Kaua'i on related issues and
reviewed legislation from time to time as requested. The Finn also assisted in the formation of the Kaua'i
County Public Improvement Corporation(Hawaii), a non-profit corporation created under Hawaii law which
issued water and sewerage revenue bonds in 1972. The Firm developed an innovative non-governmental
assessment program for the property in the development and prepared all ordinances and resolution required
for the transaction for Kaua'i County and the corporation and the form for assessment agreement and trust
indenture. In addition,the Firm prepared and submitted a request for ruling from the Internal Revenue Service
with respect to the federal tax-exempt status of the proposed water and sewerage revenue bonds.
State of Hawaii. When measured from 1980, the Finn is ranked as the number two bond counsel
firm in the State of Hawaii,serving as bond counsel on over 291 issues totaling over $21.282 billion in
principal amount ofbonds.Further,since ranking records have been maintained the Finn has been among the
leading disclosure counsel and underwriters' counsel firms in the State of Hawaii.
The firm served as bond counsel to the State of Hawaii for its $600,000,000 publicly offered
general obligation bonds, which closed in August 2020. Complexities related to accurately reporting the
current(and changing)revenue forecasts,in the face of COVID-19 issues,and the State's loss of revenues
due to the drastic drop in tourism, among other things, posed unique challenges in preparing this public
offering.
In the Fall of 2023, Hawkins served as bond counsel to the State of Hawaii with respect to the
State's issuance of$750,000,000 General Obligation Bonds of 2023. The Maui wildfires and their impact
on the State presented significant disclosure issues; further, the Firm was able to offer numerous
suggestions regarding tracking the expenditure of bond proceeds to potentially allow a portion of future
bond issues to be done on a tax-exempt basis.
In the Spring of 2020, the Firm served as bond counsel to the State of Hawaii with respect to the
State's issuance of its$600,000,000 General Obligation Bonds of 2020.Due to significant financial market
disruptions during the preparation of this bond issue, and changing financing landscape on a near daily
basis, all precipitated by the COVID-19 pandemic,the Firm needed to quickly and efficiently move from
a traditional long-term fixed-rate publicly offered transaction to an 18-month privately-placed note.
Numerous novel issues arose, as this was the first such GO note issued by the State. The transaction was
also on a greatly accelerated time schedule due to the continuing precipitous decline in the municipal
market. It was one ofthe few transactions of its size that was accomplished in early April,2020.
In 2011, the Firm served as bond counsel to the State of Hawaii in the State's issuance of General
Obligation Bonds of 2011 (the largest issue in State history - $1.2 billion), comprising several bond series.
The 2011 bonds were issued to finance various governmental purposes and to advance refund multiple prior
state bond issues. As bond counsel,we conducted a comprehensive tax due diligence review of the prior bond
issues that were proposed to be refunded. The tax-exempt opinions for such prior bond issues were given by
various other bond counsels. Our tax due diligence included the analysis of multi-purpose allocations of the
prior bond issues that were previously performed using various methodologies allowed by the tax regulations.
This task was necessary for our determination of whether, and what portions of, the prior bond issues could
be refunded on an advance refunding basis, and for the multi-purpose allocation of the 2011 bonds. We also
examined the pool of projects proposed for the 2011 bond financing to determine that their economic lives
were sufficient to support the 2011 bonds and that any proceeds used in private trade or business, were
consistent with limitations imposed by the tax regulations.
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The Firm has served as bond counsel to the State of Hawaii in the development of programs for
airports, harbors, highways, housing, the University of Hawaii, special assessment developments and the
issuance of general obligation bonds,revenue bonds,and special assessment bonds for the furtherance of such
programs and the issuance of special purpose revenue bonds for health care facilities,public utilities and other
special purpose entities. In 2006, the Firm served as bond counsel to the State in relation to the issuance of
24,500,000 certificates of participation in connection with the fmancing of the Kapolei Office Facility. In
2007,the Firm also acted as bond counsel in relation to the issuance of special purpose revenue bonds in the
aggregate principal amount of$265,000,000 that benefited the Hawaiian Electric Company,Inc. In 2009,the
Firm served as underwriter's counsel in relation to the issuance of$88,875,000 special purpose revenue bonds
that benefited the Hawaii Pacific Health Obligated Group.
University ofHawaii.Members of the Firm have served as bond counsel to the University of Hawaii
for over 30 years. Members of the Firm drafted the University of Hawaii's master bond resolution, which
established the basic structure for the revenue financing of facilities constituting a part of the University
System. Since then, members of the Firm have served as bond counsel on all but one of the University of
Hawaii's bond financings.
Mr.Tierney served as bond counsel on the Board of Regents of the University of Hawaii$100,000,000
principal amount of University Revenue Bonds, Series 2009A; $100,000,000 University Revenue Bonds,
Series 2006A,and$133,810,000 University Refunding Bonds,Series 2006A issued to finance certain projects
or refinance existing bonds of the University and in 2017 advised the University on certain changes in use
provisions related to bond-financed property.
The Firm served as bond counsel on the Board of Regents of the University of Hawaii $655,000
principal amount of University System Revenue Bonds, Series 2001A and$18,665,000 principal amount of
University System Revenue Bonds,Series 2001B,in which all of the University System bonds were refunded
and a new master bond resolution was developed, and$150,000,000 principal amount of University Bonds,
Series 2002A, separately secured and issued to finance the first phase of the new medical school.
The scope of our representation of the University of Hawaii has included matters ancillary or not
directly related to one specific transaction. For example, we were instrumental in structuring the University
System by combining several facilities such as housing, parking and dining. The System approach allows
facilities which are more profitable to "subsidize" less profitable facilities in order to allow the Board of
Regents to keep rates for the use of all facilities lower.In addition,members of the Firm successfully obtained
a favorable IRS ruling on behalf ofthe University of Hawaii in the early 1980's in connection with the issuance
of$3,360,000 ofrevenue bonds for the construction of a permanent mid-level facility at Hale Pohaku on the
island of Hawaii to accommodate personnel utilizing the telescope facilities on Mauna Kea(renamed as the
Onizuka Center for International Astronomy). Although the IRS later reversed its position on the issue, the
reversal did not apply retroactively to the transaction.We also advise on proposed legislation to be considered
or under consideration by the State Legislature.
Board of Water Supply ofthe City and County ofHonolulu. In 2018,the Firm was selected to serve
as special counsel to the City and County of Honolulu Board ofWater Supply in connection with the successful
procurement ofan agreement for the design,construction,operation and maintenance ofthe Kaleloa Seawater
Desalination Facility.The Firm drafted and negotiated the design,build,operate and maintain contract and is
currently assisting the Board of Water Supply with contract administration matters. The project will help
diversify the water supply sources on O'hau.The Firm served as bond counsel for the Board ofWater Supply
for numerous issuance of its Water Supply Revenue Bonds,including the Board of Water Supply's issuance
of its bonds in the principal amount $100 million in 2004. We also served as bond counsel to the Board of
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Water Supply's issuance in 2002 of its bonds in the aggregate principal amount of$54 million and its issuance
of bonds in 2001.
HHFDC. The Firm has served as bond counsel to HHFDC from its inception (including from the
inception of all of its predecessor entities),exclusively as its only bond counsel through 2014 and thereafter on
a rotating basis for multi-family bonds,and exclusively to date for all single-family matters. This engagement
has involved over 40 housing issues totally over $2 billion of bonds, including public offerings and private
placements, all aspects of federal insurance and guarantees, taxable pass through issues, and every structure
typical in housing transactions. In addition,lawyers at the Firm have written the trust indentures for such bond
issues,assisted in the drafting of enabling legislation,administrative rules and program documents for HHFDC
for over 40 years. We have also served, since inception, as general advice counsel to HHFDC for its single-
family and multi-family programs as well as its mortgage credit certificate program.This extensive engagement
has continued through six State administrations, numerous changes in HHFDC executive staff, board
composition, selection committee and Hawkins' staffing, providing evidence of our generations of subject-
matter expertise and dedication to our Hawaii clients.
GENERAL OBLIGATION FINANCE EXPERIENCE
The Firm has extensive experience in general obligation financings on state, county and local
government levels in Hawaii and numerous geographic areas throughout the country. The Firm has been
consistently ranked in the top tier ofbond counsel firms in both the principal amount and the number of issues
of general obligation bonds and has served as bond counsel on billions of dollars of general obligation bonds
over the past five years alone.The Firm's general obligation state clients have included the states ofHawaii,
California, Connecticut, Maine, Oregon, Tennessee and West Virginia. Other representative general
obligation clients have included the City and County of Honolulu, County of Maui, City and County of San
Francisco, City of Oakland, California, City of Los Angeles, California, County of Santa Clara, California,
Alameda County Fire District, California,North Slope Borough, Alaska, City of Memphis, Tennessee, City
ofMilwaukee,Wisconsin,the City of Buffalo,New York,and the Counties of Erie,Rockland,Suffolk,Orange
and Westchester in New York, and Chesterfield and Henrico in Virginia. In California alone, since 1980,
the Firm has served on 3,151 short-term/long-term general obligation bond issuances, aggregating a
principal amount of over$492.5 billion.
One Hawaii transaction that illustrates the Firm's ability to complete a complex financing based in
part upon work that had been performed by prior bond counsel was our service as bond counsel to the State
of Hawaii in the State's issuance of General Obligation Bonds of 2011, comprising several bond series. The
2011 bond issue (the largest to date in State of Hawaii history) was issued to finance various governmental
purposes and to advance refund multiple prior state bond issues. As bond counsel, we conducted a
comprehensive tax due diligence review ofthe prior bond issues that were proposed to be refunded. The tax-
exempt opinions for such prior bond issues were given by various other bond counsels. Our tax due diligence
included the analysis of multi-purpose allocations of the prior bond issues that were previously performed
using various methodologies allowed by the tax regulations.This task was necessary for our determination of
whether,and what portions of,the prior bond issues could be refunded on an advance refunding basis,and for
the multi-purpose allocation of the 2011 bonds.We also examined the pool of projects proposed for the 2011
bond financing to determine that their economic lives were sufficient to support the 2011 bonds and that any
proceeds used in private trade or business,were consistent with limitations imposed by the tax regulations.
The Firm has served as disclosure counsel for the City and County of San Francisco's general
obligation financings for the past several years. Since 2010, Mr. Tierney has served as disclosure counsel to
the City and County of San Francisco(the"City")in connection with its various fmancings.Mr.Tierney also
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assists the City in preparing its annual continuing disclosure filings and otherwise complying with the City's
continuing disclosure undertakings.Prior to our engagement as disclosure counsel to the City,the Firm served
as bond counsel in connection with the City's issuance of its certificates of participation and lease revenue
bonds in 2010,2009,2007 and 2006. Currently,Mr.Tierney is serving as disclosure counsel to the City
in connection with the issuance of the City's General Obligation Bonds Series 2026A; its 2026 Lease
Revenue Bonds,and its Fall 2026 General Obligation Bonds. In November 2025,Mr. Tierney served as
disclosure counsel to the City in connection with the issuance of its$87,515,000 Taxable General Obligation
Bonds(Health and Recovery,2020)Series 2025G.In October 2025,Mr.Tierney served as disclosure counsel
to the City in connection with the issuance of its $83,635,000 General Obligation Bonds (Healthy, Safe and
Vibrant San Francisco, 2025) Series 2025F. In March 2025, Mr Tierney served as disclosure counsel to the
City in connection with the issuance of its $38,220,000 Taxable General obligation Bonds (Affordable
Housing, 2016 — Preservation and Seismic Safety) Series 2025E. In January 2025, Mr. Tierney served as
disclosure counsel to the City in connection with the issuance of its$552,030,000 2025 Series ABCD General
Obligation Bonds. In May 2024,Mr. Tierney served as disclosure counsel to the City in connection with the
issuance of its$340,615,000 2024 General Obligation Refunding Bonds Series 2024-R1.In December 2022,
In May 2022, Mr. Tierney served as disclosure counsel in connection with the City's issuance of its
327,300,000 General Obligation Bonds, Series 2022-R1. In September 2021, Mr. Tierney served as
disclosure counsel in connection with the City's issuance of its $86,905,000 General Obligation Refunding
Bonds, Series 2021-R-2 (Forward Delivery). In August 2021, Mr. Tierney served as disclosure counsel in
connection with the City's issuance of its $468,380,000 General Obligation Bonds, Series 2021CDE
Earthquake Safety and Emergency Response,2020;Health and Recovery 2020,and Transportation and Road
Improvement 2014). In May 2021, Mr. Tierney served as disclosure counsel in connection with the City's
issuance of its $91,230,000 General Obligation Refunding Bonds, Series 2021-R1 and Series 2021-R2
Forward Delivery). In March 2021,Mr. Tierney served as disclosure counsel in connection with the City's
issuance ofits$80,715,000 Tax-Exempt General Obligation Bonds,Series 2021B-1 and 2021B-2(Earthquake
Safety and Emergency Response, 2020), and its $254,585,000 Taxable General Obligation Bonds, Series
2021A(Social Bonds—Affordable Housing,2019).
For the last several years, the Firm has served as bond counsel, disclosure counsel and
underwriters' counsel to the State of California in connection with general obligation bonds issued for the
benefit of the California Department of Veterans Affairs in an aggregate principal amount in excess of$1.3
billion. The Firm served as underwriters' counsel for the State of California's approximately $8 billion
Economic Recovery Bonds.Further,the Finn has served as disclosure counsel to the State of California in
connection with its $2.05 billion in various purpose General Obligation Bonds and $1.4 billion variable
and auction-rate General Obligation Bonds and as underwriters' counsel in connection with its
approximately$1.75 billion in State General Obligation Bonds.
The Firm has for many years served the State of Tennessee as bond counsel for all of its general
obligation bonds, as well as for its loan programs for higher education, water and sewer facilities. Over the
last 10 years alone, the general obligation bond work involved 21 bond issues aggregating over$3.1 billion
in principal amount.This included new money commercial paper and bonds,refundings,and both tax-exempt
and taxable securities. In at least one instance, this also involved the application for and receipt of private
letter rulings to permit financing of particular facilities on a tax-exempt basis. We assist the State with
appropriate legislation as well as with their disclosure responsibilities,both in connection with particular bond
issues and on a continuing basis. We also engage in considerable due diligence with respect to the projects
proposed to be fmanced, facilitating their determinations to issue commercial paper during construction
periods in either a tax-exempt or taxable mode.
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TRANSPORTATION FINANCE EXPERIENCE
The Firm has an established reputation as one of the leading transportation fmance law firms in the
country. Since 1980,the Firm has been ranked by SDC Platinum from Refinitive,formerly Thomson Reuters
as the number three bond counsel firm, the number one disclosure counsel firm and the number four
underwriters'counsel firm in the nation with respect to dollar volume of transportation financing issues,as
compiled by SDC Platinum.
HAWKINS DELAFIELD&WOOD LLP
BOND COUNSEL,DISCLOSURE COUNSEL,UNDERWRITER'S COUNSEL
NATIONAL TRANSPORTATION RANKING REPORT
JANUARY 1980—JUNE 2026
Volume in $ Number of
Role Rank millions) Issues
Bond Counsel 2 93,089.82 366
Disclosure Counsel 1 67,483.00 250
Underwriters' Counsel 4 38,010.86 152
Source:SDC Platinum
The Firm's continuing work with major highway and infrastructure financings in the States of
California,New York,New Jersey and Connecticut is a direct outgrowth of our transportation work and has
been an important part of the Firm's public finance practice for the past fifty years. The Firm has participated
in highway financings in the States of West Virginia and Connecticut and to the New York State Thruway
Authority, the Oklahoma Turnpike Authority, the Indiana Turnpike Authority, the Henry Hudson Bridge
Project,the Jones Beach Parkway Authority and the New Jersey Turnpike Authority.The Firm is bond counsel
to the New York Metropolitan Transportation Authority which operates and provides the financing for the
New York City subway systems and the mass commuter rails in New York State serving the New York City
metropolitan area and is undertaking a multi-billion dollar restructuring of its debt for which the Firm is bond
counsel.In California,the Firm is underwriter's counsel for San Francisco International Airport and has served
as underwriter's counsel for the Bay Area Toll Authority which in early 2006 issued over$2.8 billion in bonds
to finance reconstruction of the San Francisco Bay Bridge and other road improvements.
In addition,the Firm has had considerable experience with regard to the development of large-scale
project financings,including those involving airport construction.Of particular relevance in this area,the Firm
represented the United States Department of Transportation("USDOT")as one ofthree special counsel in the
nation for implementation of its Transportation Infrastructure Finance and Innovation Act("TIFIA")program.
The Firm represented USDOT in connection with two of its first TIFIA transactions. The Firm has served as
bond counsel to The Port Authority of New York and New Jersey, providing a full range of bond counsel
services with regard to billions of dollars of construction financing at the three major New York metropolitan
area airports. In addition, we have served as bond counsel to the New York City Industrial Development
Agency in connection with the Agency's issuance of tax-exempt bonds to finance passenger and cargo
facilities for American Airlines at Kennedy and LaGuardia Airports in New York, New York as well as
terminal renovations for Air France at Kennedy Airport. We also assisted that Agency as bond counsel in
connection with the Agency's financing of cargo and related facilities for Japan Airlines at Kennedy Airport.
Moreover,we have served as bond counsel at many other airports throughout the United States,including the
State of Hawaii airports system, Los Angeles, Memphis, Nashville, Newport News, Tulsa, Tucson and the
Aviation Division ofthe Virgin Islands Port Authority.
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Hawkins attorneys have served as counsel to both the Territory of Hawaii and the State of Hawaii for
over 100 years.Members of the firm were involved in all of the State's bond issues for a statewide system of
15 airports,including facilities at Honolulu International Airport,Kahului Airport,Hilo International Airport
and Lihue Airport. Our lawyers participated in drafting virtually all bond related statutes for the State,
including the statutory provisions regarding general revenue and special facility airport bond issues and
drafted the master bond documents pursuant to which all general revenue bonds have been issued for airport
purposes since 1969. Members of the Firm also helped structure special facility financings at Honolulu
International Airport for Pan American Airlines,Western Airlines,Northwest Airlines, Continental Airlines
and Caterair International Corporation. The Firm assisted the State in its negotiations with the many carriers
serving the statewide airport system for a lease and use agreement providing for rates and charges to be paid
by the carriers for the services provided at the system.
The Firm has substantial experience in the financing of ports and harbors. The Firm has served as
bond counsel to The Port Authority ofNew York and New Jersey and assisted that issuer in the development
ofits consolidated revenue financings,including that Authority's port and port related facilities.The Firm also
has acted and continues to act as bond counsel on many revenue bond issues for the Delaware River Port
Authority of Pennsylvania and New Jersey and the Marine Division ofthe Virgin Islands Port Authority.
HOUSING BOND FINANCE EXPERTISE
Hawkins has a well-established reputation as the leading firm in the country for experience and
expertise in housing finance programs.Two of our partners,Joseph P.Rogers,Jr.and Howard Zucker,are the
authors of the leading publication in the field,the ABCs ofHousing Bonds (5th ed.), first published in 1985.
Kathleen Orlandi was the Chair ofthe Single Family Housing Workshops of the National Association of Bond
Lawyers("NABL")for six years and in 2017 chaired NABL's Bond Attorneys' Workshop.
Hawkins is the leading law firm in the country for housing finance programs. State housing fmance
agencies ("HFAs") around the country rely on our experience, expertise, and responsive service, evidenced
by the fact that we work with almost half of the state HFAs. Hawkins is ranked as the number two bond
counsel firm for HFA Bonds from 1980 through the present,for all housing finance agency issues.
In addition,Hawkins is ranked the number one underwriters' counsel firm and the number three
disclosure counsel firm from 1980 through today for state HFA Bonds.
We want to emphasize that we are not"resting on our laurels."Over the years,many additional state
HFAs have retained Hawkins as Bond Counsel, Underwriter's Counsel and Disclosure Counsel. Examples
include,Hawkins being selected as:Underwriter's Counsel for the Vermont Housing Finance Agency in 2021;
Special Issuer's Counsel to the Arkansas Development Finance Authority in 2019 and 2020; Bond Counsel
for selected issues of the Illinois Housing Development Authority since July 1, 2015; Bond Counsel for all
new issues for the single-family program of the California Housing Finance Agency since 2006;Bond Counsel
for Oregon Department of Veterans Affairs for its mortgage revenue bond program since 2004;Bond Counsel
for the State of California's Veterans Mortgage General Obligation Bonds since 1998; disclosure counsel to
MassHousing in 2006; Bond Counsel to the Michigan State Housing Development Authority since 2006 for
multi-family conduit financings; an approved Bond Counsel for the Florida Housing Finance Corporation
since 2001; co-Bond Counsel for the single-family bond program for Arkansas Development Finance
Authority since 2000;and Bond Counsel for the Oregon Housing and Community Services Department since
1997.We are currently involved with the following state housing programs:
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HUD-Related Housing Finance Expertise. Hawkins' housing finance and state agency practice
includes a unique level of expertise in HUD fmancing and subsidy programs. Hawkins'partners in this area
include Rod Solomon, a former HUD Deputy Assistant Secretary, who is a widely-recognized expert in the
legal, administrative and policy issues that arise under such programs as Section 8, Section 236, Mark-to-
Market, HOPE VI, Public Housing, HOME and the various FHA single family and multifamily mortgage
insurance authorities.Hawkins Delafield&Wood LLP has represented issuers,underwriters,credit enhancers,
lenders and owners in hundreds of HUD-related financing,refinancing and refunding transactions. The Firm
is regularly consulted by state housing agencies, HUD officials, trade associations, rating agencies and
Congressional Committees with respect to these matters. Lawyers in the Firm have also represented housing
authorities, bond underwriters, lenders and project developers in numerous public housing privatization
HOPE VI)transactions.
HUD Capital Fund Securitizations. Hawkins has been the national leader in HUD housing capital
fund securitization("Securitization") from its outset. The HUD regulatory portion of this practice is headed
by Mr. Solomon.Mr. Solomon completed his HUD service in June 2003,where,among other responsibilities,
he led efforts to shape, obtain passage of, and implement the Quality Housing and Work Responsibility Act
of 1998(otherwise known as the Public Housing Reform Act).Mr.Solomon was the HUD official responsible
for structuring HUD involvement with and approval of all Securitizations through March 2003. In that role,
he worked with representatives of PHAs or PHA groups as they refined their proposals to obtain HUD
approval.
Low-Income Housing Tax Credit Expertise. Hawkins's low-income housing tax credit practice has
worked in all phases of the tax credit program since its inception. Consistent with the Firm's unique
relationship with state housing agencies, Hawkins represents the housing credit agencies administering the
nation's three largest tax credit programs,and provides services and advice to numerous others.The Firm has
obtained pioneering private letter rulings on tax credit matters,developed and documented the earliest public-
private partnership tax credit transactions and rendered leading opinions on tax credits which were
subsequently embodied in Treasury Regulations.
Military Housing Expertise. The Firm has played a pioneering role in the efforts of the U.S.
Department of Defense("DoD")to privatize military family housing. Beginning in early 1995,the Firm has
represented both DoD and the U.S.Air Force with respect to the housing privatization program generally and
in individual transactions. We also represent private market participants — lenders, developers, credit
enhancers and investment bankers — in U.S. Army, Navy, Air Force and Marine Corps transactions. In
addition,Hawkins' attorneys have represented lenders and developers in the fmancing of housing pursuant to
DoD's section 801 and 802 programs.
EDUCATIONAL FACILITIES FINANCE EXPERIENCE
Since 1980, the Firm has been ranked by SDC Platinum from Refinitiv as the number four bond
counsel firm,the number six disclosure counsel firm and the number two underwriters' counsel firm in
the nation with respect to dollar volume of higher education financing issues.
Education fmancings have been a principal focus of the Firm's involvement in public finance for
many decades. The number and variety of educational providers represented by the Firm and our continuing
involvement in the development ofnew financing tools for these clients demonstrate our current leadership in
the area. Hawkins represents clients in the education sector which range from local school districts and
community college districts to state agencies and national service corporations.Hawkins also represents large
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public and private universities. Our education finance practice includes general obligation bonds,certificates
of participation,revenue bonds,cash flow financings and pooled financing programs.
The Firm has broad experience in tax-exempt financings for universities and colleges, both private
and publicly owned. We have acted as bond counsel, underwriter's counsel, university counsel and bank
counsel in such financings.University and college financings in which the Firm has participated include fixed
rate and variable rate demand issues, advance refunding issues, facility financings (including academic
buildings, dormitories, clinical and research facilities and athletic facilities), letter of credit financings,
collateralized issues,secured financings and unsecured financings.
Hawkins served as bond counsel to the New Hampshire Health and Education Facilities Authority
with respect to the issuance of its $27,000,000 Revenue Bonds, Colby-Sawyer College Issue, Series 2012.
The Colby Sawyer College Bonds were issued as a direct bank placement pursuant to a multi-modal bond
indenture. The Bonds were structured as a draw-down loan. The Bonds were issued to finance new money
projects and to refund multiple existing bonds and notes of Colby Sawyer College. The Bonds were issued
with an initial 7 year fixed rate and a put right and rate reset at various intervals during the term of the Bonds.
In addition,as bond counsel to the New Hampshire Health and Education Facilities Authority,Hawkins also
served as bond counsel on the New Hampshire Health and Education Facilities Authority $11,000,000
Revenue Bonds, Cardigan Mountain School Issue, Series 2012. The Cardigan Mountain School Bonds were
also issued as a direct bank placement and structured as a draw-down loan,with a fixed rate for an initial term
and a put right and rate reset at various intervals during the term of the Bonds.
Hawkins has served as bond counsel and underwriter's counsel on financings by the Authority for the
University of Medicine and Dentistry of New Jersey("UMDNJ"). Hawkins served as underwriter's counsel
for the Authority's $258,075,000 Revenue Refunding Bonds,University of Medicine and Dentistry of New
Jersey Issue, Series 2009 B. The Series 2009 B Bonds refunded four prior series of bonds of UMDNJ. The
Series 2009 B Bonds constitute a general obligation of UMDNJ.As additional security for the Series 2009 B
Bonds,a Lockbox Fund was created pursuant to which appropriations by the State of New Jersey to UMDNJ
are deposited into a lockbox and applied to the payment ofdebt service on the Series 2009 B Bonds and other
parity debt of UMDNJ.Prior to the Series 2009 B Bonds,Hawkins served as bond counsel for the Authority's
15,720,000 Revenue Bonds,University of Medicine and Dentistry of New Jersey Issue, Series 1999 C. The
Series 1999 C Bonds funded a new money project for UMDNJ and required a complex and thorough tax
analysis of private business use of the bond fmanced property.
Hawkins has served as bond counsel on tax-exempt and taxable bond financings for numerous
educational institutions across the country, including as a few recent examples, University System of New
Hampshire("USNH"),Yale University("Yale")and Wesleyan University("Wesleyan").Hawkins has served
as bond counsel on financings for USNH since 1992,including taxable and tax-exempt issues,and including
fixed rate bonds, and variable rate bonds issued with self-liquidity as well as third-party liquidity. The most
recent USNH Series 2011 issue consisted of two series of bonds totaling$48,570,000, issued to finance new
money projects and to refund outstanding USNH Bonds. Hawkins has served as bond counsel since 1997 on
numerous bond issues for Yale University,each ofwhich has involved complex tax analysis relating to private
use issues. The most recent Yale University Issue, Series 2010A, for which we served as bond counsel,
consisted of 4 subseries of bonds totaling $529,975,000, issued to finance multiple capital projects located
throughout Yale's many campus locations in New Haven and surrounding towns, in addition to refunding
certain outstanding Yale Bonds. Hawkins has also served as bond counsel on several tax-exempt financings
for Wesleyan University, including the Wesleyan Series G and H Bonds, issued in 2010 in the amounts of
186,475,000 and$20,105,000,respectively,to refund certain outstanding Wesleyan Bonds.As bond counsel
on the Wesleyan Series G and H Bonds we were able to assist Wesleyan in bonding for,on a tax-exempt basis,
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termination payments relating to the termination of non-integrated swaps by structuring the bonds allocable
to the termination payments to comply with the extraordinary working capital rules available under the tax
code.
PUBLIC POWER FINANCE EXPERIENCE
From 1990 through June 2026,in the public power and energy finance areas alone,we participated
as bond counsel, underwriters' counsel or special tax counsel in over 470 financings aggregating over
100.6 billion in principal amount of bonds. Over this period,the Firm was ranked the number two
bond counsel in the nation in the public power practice area.
Our public power and energy-related clients come from all over the country: California,Maine,New
York, North Carolina, Oklahoma, Oregon, South Carolina, Texas, Vermont, Washington and elsewhere, as
well as overseas.These clients include integrated and special purpose electric utilities with small,medium and
large-scale operations and projects. Our experience includes:
traditional"utility financings
project finance
negotiation of agreements with investor-owned utilities and independent power
producers for the purchase of generation,transmission and other facilities as well as
capacity and output
resource recovery projects
cogeneration facilities
electric cooperative financings
two county rule"or"local furnishing"financings
banking practice representing providers of letters of credit and other liquidity and
credit support
environmental project financing
Because ofthis breadth of experience,we are familiar with the differing needs of utilities and projects
based on the nature of the transaction and the participants involved. We typically take part in all stages of
structuring and implementing power and energy financings,including such matters as the development of the
plan of finance and the underlying security requirements,the drafting ofbond authorization documents as well
as contracts providing security for the bonds such as take-and-pay, take-or-pay and other contracts, the
negotiation of these underlying security arrangements,and the negotiation of credit support documents where
required. In appropriate cases, this effort has required a large team approach to the transaction; we have the
experience and resources necessary to manage this type of effort. Where necessary,we recommend and draft
legislation to address gaps and limitations in State or local legal authority to implement the project, and have
successfully worked with various State legislatures and legislators to achieve this goal.
Representative Public Power and Electric Utility Financings.
Hawaii
Members of Hawkins have represented the State of Hawaii in connection with so-called"two county
rule"or"local furnishing"finances for Hawaiian Electric Company and Citizens Utilities Company and have
participated in similar finances in other states for other utility borrowers such as San Diego Gas & Electric
Company. Hawkins was instrumental in the privatization of a Honolulu (Hawaii) resource recovery project
that converted waste to energy, with the electric generation portion of the facilities also being financed on a
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tax-exempt basis as facilities for the local furnishing of electricity. We have also acted as bond counsel or
underwriters counsel for the Department of Budget and Finance of the State of Hawaii,as well as hundreds of
pollution control, solid waste disposal and sewage disposal facilities for utilities and other private
corporations.
New York State
Hawkins has participated as bond counsel in some of the largest and most complex financings in
municipal bond history,particularly in the power and energy areas. The Firm acted as bond counsel to Long
Island Power Authority ("LIPA") in connection with its $7 billion acquisition of Long Island Lighting
Company and has acted as bond counsel for all subsequent LIPA issues.
Similarly, Hawkins' innovative approach to financings was illustrated by the successful $2 billion
Utility Debt Securitization Authority("UDSA")AAA-rated securitization completed in December,2013.This
financing permitted LIPA to lower debt service for the benefit of ratepayers and to refinance a substantial
portion of its existing debt. The transaction was the first of its kind and was completed in the context of a
significant restructuring of LIPA in response to the impacts of Superstorm Sandy. The securitization was
implemented consistent with the provisions of the original 1998 LIPA bond resolution which anticipated and
provided for the possibility of such a securitization.Based on a provision for the possibility of such a financing
in LIPA's original financing documents, no amendments to LIPA's bond resolutions or consents of bond
holders were required to complete the transaction.
Hawkins acted as bond counsel to New York State Energy Research and Development Authority
NYSERDA")in connection with its$24,300,000 Residential Energy Efficiency Financing Revenue Bonds,
Series 2013 A (Federally Taxable), which was named The Bond Buyer Small Issuer Deal of the Year
Financing,and its$30,000,000 Residential Energy Efficiency Financing Revenue Notes, Series 2014,which
were placed with the New York State Environmental Facilities Corporation.
Hawkins has successfully served as bond counsel to the New York Power Authority("NYPA") for
over 60 years and in that capacity has participated in the financing of all its generation and transmission
facilities, as well as other projects. Among a wide range of diverse services to NYPA, Hawkins drafted
NYPA's currently effective General Bond Resolution,which restructured and streamlined its$2.3 billion debt,
allowing it to undertake many new innovative energy projects, as well as its Commercial Paper Resolutions
pursuant to which it has financed well over a billion dollars in energy services projects. Hawkins has also
advised NYPA as to various state law and federal tax issues affecting its multi-billion dollar Energy Services
Program,the sale of its two nuclear power plants and numerous other financing-related questions.
California
The Firm's record of innovation was also demonstrated when Hawkins was elected to serve as bond
counsel to the State of California Department of Water Resources ("DWR") in connection with the power
supply program established in response to the credit crisis faced by the State's investor-owned utilities and
the prospect of sustained blackouts in California in 2001. In such capacity, the Firm drafted the legislation
which allowed the State to purchase power for sale to consumers and authorized DWR to issue debt to amortize
the portion of the cost ofpower which could not be currently collected from the ratepayers. Such legislation
anticipated each of the major legal and credit issues raised by the then-potential bankruptcy of the State's
largest investor owned utility. Such legislation provided the framework that permitted the State to assure the
continued availability of power to consumers and to finance the extraordinary cost of such power in the face
of such bankruptcy and notwithstanding substantial resistance by the State's investor-owned utilities and
others.Hawkins continues to act as bond counsel for this$11.25 billion program.
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In addition to serving as bond counsel,Hawkins assisted the California DWR in negotiating an initial
portfolio ofpower purchase agreements,including firm energy,capacity-based and tolling agreements,as well
as agreements for demand reduction and ancillary services. Hawkins also assisted the California DWR in
renegotiating many ofthe aforementioned power purchase agreements,with partner John Pirog taking a lead
role in advising DWR. The firm also represented the California DWR in a wide range of market-related
matters, including matters involving the California Independent System Operator, and represented the
California DWR in the transition of the power market back to power provided by the State of California's
investor-owned utilities.
Hawkins serves as bond counsel to the County of Los Angeles in connection with the Los Angeles
County Energy Program,which provides up to$100 million in bond financing for the acquisition,construction
and installation of distributed generation renewable energy sources and energy and water efficiency
improvements to residential,commercial,industrial or other real properties in the County.In 2013,the County
issued its $7,000,000 aggregate principal amount of Los Angeles County Energy Program Contractual
Assessment Limited Obligation Improvement Bonds, Series 2013 C 2, for the benefit of Hilton Los
Angeles/Universal City. The bonds issued through the County's program are secured by contractual
assessments that are levied upon the real property of the participating property owner. The lien of the
assessment is coequal to and independent of the lien for general taxes and prior and superior to all liens,claims
and encumbrances on or against the property except(i)the lien for general taxes or ad valorem assessments
in the nature of and collected as taxes levied by the State of California or any county,city,special district or
other local agency,(ii)the lien ofany special assessment or assessments the lien date ofwhich is prior in time
to the lien date of the assessment,(iii)easements constituting servitudes upon or burdens to the property,(iv)
water rights, the record title to which is held separately from the title to the property and(v) restrictions of
record.
The Firm currently represents,as bond counsel,the Department of Water and Power of the City of
Los Angeles ("LADWP") through a joint powers authority(a"JPA") we assisted to create,to undertake
water projects, including securitizations to fmance conservation,reclamation or mandated water projects
under AB 850. The Firm provided comments on AB 850 and proposed regulations of the California
Pollution Control Financing Authority,which has a review role in securitizations.AB 850 provides for the
direct imposition and securitization of utility project charge on the customers of a publicly owned water
utility as opposed to a charge imposed by the public utility that is then subject to a"true sale"in connection
with a securitization.
Nebraska
The Cities of Grand Island, Nebraska City and Hastings, Nebraska, joined the Municipal Energy
Agency of Nebraska and Heartland Consumers Power District (South Dakota) to form the Public Power
Generation Agency("PPGA")to finance a new energy-generating facility,the Whelan Energy Center Unit 2.
Hawkins served as Bond Counsel to PPGA in the issuance of$504,720,000 Whelan Energy Center Unit 2
Revenue Bonds, 2007 Series A,which was the first issuance of tax-exempt debt by this issuer. The Whelan
Unit 2 facility is a 220 MW pulverized coal-fired generating unit, along with pollution control equipment, a
cooling tower,water treatment facilities, and transmission lines to connect the project with the regional grid.
PPGA is the sole owner of the facility,which was completed in 2011.
North Carolina
North Carolina Municipal Power Agency Number 1 and North Carolina Eastern Municipal Power
Agency are joint action agencies formed by North Carolina municipal electric systems to provide all of their
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bulk power supply requirements. Hawkins acted as bond counsel with respect to all of the power agencies'
over$18 billion of revenue bonds issued to finance the acquisition and construction of these facilities and as
current and advance refundings.
Oklahoma
Hawkins serves as bond counsel to the Grand River Dam Authority, which most recently issued its
310,840,000 aggregate principal amount of Series 2014 Bonds to finance a portion of the costs of
construction of a nominal 495 MW combined-cycle electric generation plant, environmental upgrades to an
existing 520 MW coal fired plant and other capital requirements for power supply and transmission needs.
Since 2000,we have acted as Bond Counsel to Oklahoma Municipal Power Authority for five bond
issues aggregating$297 million in principal amount.
Oregon
Hawkins also serves as bond counsel to the Oregon Department of Energy for its Small Scale Energy
Loan Program("SELP"). SELP finances energy conservation,renewable resource energy projects and the use
of recycled materials to create other projects. Fixed rate loans are available through SELP for individual
residents,businesses,nonprofit organizations,local governments,schools,state agencies and tribes in Oregon.
To qualify for SELP financing,projects must meet local community or regional energy needs in the
state and be designed to save or produce energy. SELP is funded primarily with state general obligation bonds.
SELP's enabling legislation was recently expanded to include the Energy Efficiency and Sustainable
Technology Loan Program("EEAST"),which targets cost-effective loans for residences and businesses. Such
legislation also authorizes on-bill financing and PACE loans.The Oregon Department ofEnergy also operates
the"Cool Schools"program,which is designed to make cost-effective loans to public schools to reduce energy
consumption and create jobs. The EEAST and Cool Schools programs combine general obligation bond
proceeds with state and federal grants to produce highly cost-effective loans with structures that are tailored
to borrowers' needs.
In addition to serving as bond counsel, Hawkins lawyers drafted legislation for these programs and
appeared before the Oregon legislature and legislative committees to testify on proposed legislation.Hawkins'
lawyers also assisted the Oregon Department of Energy in reverting most of Oregon's QECB allocation to
such Department,and are working with the Department to apply that allocation,and the on-bill financing and
PACE authorizations,in ways that produce the greatest benefit for the State ofOregon.
Tennessee
As special contract counsel to the Metropolitan Government of Nashville and Davidson County,
Tennessee ("Metro"), Hawkins assisted Metro in procuring, negotiating and financing a district heating and
cooling system to serve the downtown area. Constellation Energy Source, Inc.was the selected design-build-
operator.
Rest ofthe United States
In addition to significant financings in Hawaii, New York, California, North Carolina, Nebraska,
Oregon and Tennessee discussed above, over the years we have participated in energy-related financings in
Connecticut,Florida, Iowa,Maine,Massachusetts,New Hampshire,New Jersey,Oklahoma, South Carolina,
Texas, Vermont and Washington. These clients include joint action agencies,public power authorities, state
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agencies, cities and other integrated and special purpose electric utilities with small,medium and large-scale
systems and projects.Not only is our client base national in scope,our utility and energy experience goes back
decades.Representative clients with whom attorneys at the firm have worked on revenue bond transactions in
addition to those mentioned above include Virgin Islands Water and Power Authority,Basin Electric Power
Cooperative, Western Generation Agency, City of Eugene, Oregon, Finance Authority of Maine, City of
Klamath Falls, Northern Municipal Power Authority, Muscatine, Iowa and Heartland Consumers Power
District.
Also, members of Hawkins have assisted public power utilities in negotiating agreements with
investor-owned utilities for the purchase of generation, transmission and other facilities, in North Carolina,
South Carolina, Minnesota and Louisiana. We have also acted or are acting as counsel to numerous
municipalities, counties and public authorities in connection with their resource recovery projects including,
among many others,the cities ofNew York,Los Angeles and Burlington(Vermont),the Town of Huntington
and the counties of Montgomery(Maryland) and the New York counties of Broome, Westchester, Monroe
and Onondaga.
Additionally, we have represented banks and others lending to public power and cogeneration
projects, and providers of letters of credit and other liquidity and credit support for public offerings for such
projects.
We have also acted as special counsel to numerous municipalities and school districts in connection
with debt issues and lease purchase agreements entered into as part ofenergy conservation programs.Energy
related projects which have been fmanced include replacement of or improvements to heating,ventilating and
air conditioning equipment; electrical improvements; installation of pneumatic control devices; and other
related energy purposes.
HEALTH CARE FINANCE
Hawkins takes pride in providing superior representation to its health care clients. The Firm's bond
and tax departments have been involved in various types of financing structures, including standard revenue
bond financings,master trust indenture financings for single hospitals and for multi-hospital systems,original
issue discount financings,inverse floating rate,forward purchase contracts,escrow restructurings,interest rate
swap agreements, tender bond transactions financings, tax-exempt commercial paper, variable rate demand
bonds and notes, multi-mode and flexible mode financings, refundings, advance refundings, crossover
refundings and multiple issue advance refundings, pooled hospital equipment and facility programs, bond
anticipation note financings, financings involving bond insurance, FHA insured financings, state "moral
obligation" financings, financings secured by letters of credit, financings for major teaching hospitals and
medical centers as well as financings for rural hospitals, financings for nursing homes, health maintenance
organizations,and life-care centers, secured financings and unsecured financings.
The Firm frequently serves as bond counsel or underwriter's counsel in tax- exempt financings for
hospitals, multi-hospital health care systems, clinics, nursing homes, health maintenance organizations, life
care centers,doctors'office buildings,continuing care retirement communities,social service centers,visiting
nurse associations,mental health facilities,AIDS facilities and medical schools across the country.As a result,
the Hawkins health care finance team has unique depth and perspective on the complicated disclosure and tax
issues which arise in connection with tax-exempt financing for health care facilities.
The following is a summary of the Firm's continuing multi-facility and/or multi-state health care
finance relationships as bond counsel:
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Trinity Health Credit Group
Banner Health
Dartmouth-Hitchcock Health System
Covenant Health System(New England)
MaineHealth
New York City Health and Hospitals Corporation
Inova Health System
University of Southern California
Yale-New Haven Hospitals
Hartford Health Care
University Health System(Tennessee)
In addition,Hawkins regularly serves as underwriter's counsel for the following health care systems:
Providence Health&Services
Mercy Health(formerly Catholic Health Partners)
Oregon Health and Science University
SCL Health System(formerly Sisters of Charity ofLeavenworth)
Colorado Children's Hospital
University of Michigan Hospitals
Partners Health System
Geisinger Health System
City of Hope
Beaumont Health
Methodist Le Bronheur Health System
MultiCare Health System
New York University Hospitals Center
University Hospitals Health System
St. Charles Healthcare Community
Hawaii Pacific Health
University of Arizona Health System
South Florida Baptist Health System
Meridian Health System
East Tennessee Baptist Health System
Trinitas Health System
Hackensack University Medical Center
Robert Wood Johnson University Hospital
Vanderbilt University Medical Center
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The following table shows our Firm's national ranking for January 1, 1980 through the present, for
health care financings in the bond counsel, disclosure counsel and underwriters' counsel role according to
SDC Platinum from Republic offerings and private placement issues data:
HAWKINS DELAFIELD&WOOD LLP
BOND COUNSEL,DISCLOSURE COUNSEL,AND UNDERWRITERS' COUNSEL
NATIONAL HEALTH CARE RANKING
JANUARY 1980—JUNE 2026
Volume in $ Number of
Role Rank millions) Issues
Bond Counsel 2 66,589.9 732
Disclosure Counsel 4 3,131.7 17
Underwriters' Counsel 1 72,791.1 711
Source:SDCPlatinum
Such client lists and rankings illustrate our commitment to public finance - and to health care in
particular-but they do not capture the value our clients derive from Hawkins industry leadership.For example,
we were the first law firm to conclude that Auction Rate Periods could be extended and"term tender"custodial
receipts could be issued under a newly created securitization program,resulting in substantial interest expense
savings for several of our health care clients (while preserving the opportunity for later current refunding
issues). In addition, we have delivered replacement approving opinions for prior issued bonds which —
because of the language of the original approving opinions — would have otherwise required additional
opinions from another firm(otherwise not participating the financing).
TOBACCO SECURITIZATION EXPERIENCE
During the past 23 years(since the first tobacco bond financing was completed in 1999 following
the November 1998 execution of the Master Settlement Agreement), the Firm has been involved in 90
tobacco bond financings with a total principal amount of over $65 billion. We have been the leading
innovator of various types of tobacco bond financings, including state-enhanced financings, county-level
financings(applicable in New York and California),partial securitizations of tobacco settlement revenues,
senior/subordinate structures and subordinate financings involving the securitization of residual revenues,
refundings by redemption paired with negotiated open market purchases or exchanges ofoutstanding bonds
for new bonds,financings involving both refunding and new money,tax-exempt and taxable bond issues,
financings involving turbo redemptions, and fmancings involving the receipt of outstanding bondholder
consent. We have also facilitated successful closings following lawsuits challenging several transactions,
and have successfully represented tobacco bond issuers in responding to IRS audits regarding long-term
working capital financings. We have expertise and keep current in all matters and recent developments
relating to the MSA(including the Non-Participating Manufacturers Adjustment Settlement Agreement),
the domestic tobacco industry and related legislation, regulation, litigation and arbitration. We are the
only law firm to have participated in every tobacco transaction in the nation during 2013, 2015, 2017,
2019 and 2020,and in all but one in each of 2014,2016,2018 and 2021.
SPECIAL CLEAN WATER FUND EXPERTISE
With respect to special clean water fund financing pursuant to the Federal Water Pollution Control
Act as amended by the Water Quality Act of 1987, Hawkins has taken a leading role in assisting states in
implementing programs that meet the individual needs of the states and that are in compliance with federal
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requirements.Working directly with state officials and with the investment banking community,members of
the Firm have assisted states in developing a statutory and program framework to qualify for receipt of federal
funds under Title VI of the Water Pollution Control Act and to implement programs at the state and local
level. Such programs include leveraging programs and combined state revolving loan fund and state grant
programs which enhance the state's ability to finance and construct qualifying projects on an accelerated basis.
The Firm has worked with and advised the Hawaii Department of Health in the development of State
legislation in this area. Members of the Firm have also advised states, investment bankers and fmancial
advisors on various financing alternatives for providing the requisite state matching funds and have, on a
continuing basis, assisted and advised such states and professionals on requirements for complying with the
Tax Reform Act of 1986 and the U.S.Environmental Protection Agency's rules.Hawkins has acted as counsel
bond counsel, legislative drafting counsel, tax counsel or underwriters' counsel) in over 50 transactions
totaling over $10 billion in financings for state revolving loan fund programs in New York, Connecticut,
Louisiana, Maine, Minnesota and Wisconsin. Hawkins is the premiere law firm in special clean water fund
financings.
In California, the Firm served as bond counsel to the California Infrastructure and Economic
Development Bank for the initial issuance of$300,000,000 Clean Water State Revolving Fund Revenue
Bonds,Series 2002 to fund loans through the Clean Water State Revolving Fund(the"CWSRF")program.In
the course of this representation, Hawkins provided legal advice to the State of California Water Resource
Control Board(the"SWRCB")on issues of first impression that arose under the SWRCB's initial issuance of
bonds under the CWSRF program.
OTHER PRACTICE AREAS
Project Finance. Several ofthe Firm's partners devote a substantial portion oftheir practice to project
finance.The Firm's project finance practice encompasses principally energy-related project development and
finance,including resource recovery,public power,electric utility and alternate energy projects. The Firm is
recognized as a leading firm and has a substantial nation-wide practice in these areas,and is regularly retained
as contract counsel, underwriters' counsel, bond counsel,bank counsel and environmental counsel for such
projects. The Firm's expertise extends to numerous facets of the law involved in energy and solid waste
management, including contract, bond, securities, tax, environmental and litigation matters. Long standing
energy-related clients include the Power Authority of the State of New York, the New York State Energy
Research and Development Authority,and Connecticut Resource Recovery Authority.We have also acted or
are acting as counsel to numerous municipalities,counties and public authorities in connection with their solid
waste management and resource recovery projects, including the City and County of Honolulu, The City of
New York, Westchester County (NY), the City of Los Angeles (CA), Montgomery County (MD), the
Municipality of San Juan (PR), the Rhode Island Solid Waste Management Corporation, the Town of
Huntington(NY),Broome County(NY),Monroe County(NY), Rockland County(NY), Onondaga County
NY),Monmouth County(NJ),the State of Georgia and many other governmental units.
Solid Waste Finance. Hawkins is among the leading law firms in the country in solid waste
management and resource recovery legal services, based on its work for over seventeen years in providing
consulting,negotiating,financing and environmental counsel services to municipal government and financial
institution clients. The Firm has participated in twenty projects which are in operation or are under
construction,involving approximately$2.5 billion in fmancing.Taking into account projects which have been
deferred or merged into other projects, the Firm's expertise extends to over 50 projects in thirteen States.
Project finance, of which waste management and resource recovery forms a substantial part, is one of the
Firm's primary Practice Areas.
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Water and Sewer Finance. Hawkins is also one of the most experienced Firms in the nation in water
and sewer financings. The Firm was involved in the earliest utility district financings in the early 1900's and
has rendered opinions on water and sewer financings in every State.A representative list ofour clients includes
the Austin,Texas,Electric Waterworks and Sewer System,Beachwood Sewerage Authority,County Utilities
Authority,Brick Township Municipal Utilities Authority(New Jersey),Buffalo Sewer Authority,Erie County
New York) Water Authority, Central Mann Sanitation Agency (California), Ewing-Lawrence Sewerage
Authority(New Jersey), Maine Public Facilities Financing Bank, New York State Environmental Facilities
Corporation, North Jersey District Water Supply Commission, Rockaway Valley Regional Sewerage
Authority(New Jersey),South Central Connecticut Regional Water Authority,the Township Authority(New
Jersey),Ocean County Utilities Authority(New Jersey),the Township ofLower Municipal Utilities Authority
New Jersey), Ocean County Utilities Authority(New Jersey), Tulsa Metropolitan Water Authority, Virgin
Islands Water and Power Authority,and numerous other utilities districts and Authorities.
We have also acted as counsel to underwriters and as special tax counsel in water and sewer fmancings
involving complex bond, tax or other legal questions, including fmancings by the City of Bakersfield, El
Dorado County,California,City of Detroit,Michigan revenue systems,Tulsa Metropolitan Water Authority,
West Virginia Water Development Authority,the State of Alabama,the South Central Connecticut Regional
Water Authority,Grand River Dam Authority(Oklahoma)and the City of Burlington,Vermont.
Environmental Law. The environmental practice group handles a broad array of environmental
matter, including the drafting, evaluation and defense of environmental impact analyses, regulatory
monitoring,compliance with Clean Water Act and Safe Drinking Water Act requirements, State and Federal
permitting, management of hazardous and acutely hazardous wastes, procurement and evaluation of
environmental insurance coverage,"due diligence"for corporate,bond and real estate transactions,State and
Federal litigation and general counseling. As a result of the Firm's extensive involvement in waste
management, our environmental group also works closely with the Firm's waste management specialists on
the environmental aspects of source reduction and separation, reclamation and recycling ofwaste materials,
composting, resource recovery and modern landfilling. For example, our environmental practitioners serve
the State of Georgia and the Georgia Hazardous Waste Management Authority as environmental counsel for
development and implementation ofthe State's Integrated Hazardous Waste Management Program.
Distressed Entities. Hawkins has been nationally recognized as the leading firm with specific
experience and expertise in the problems of financially distressed governments at all levels since the national
depression in the 1930's. Our work with public bankruptcy and restructuring during that period led directly to
the implementation by the State of New York, New Jersey and Connecticut of constitutional and statutory
budgetary, fiscal public debt issuance and procedures which have served as a model for States across the
country. Such experience and expertise have remained current as Hawkins continues to be one of the firms
frequently turned to by public entities in fiscal distress and similar situations.
The Firm was able,in the extreme circumstances which arise during a municipal fiscal crisis,to apply
our accumulated experience and expertise to the unique situation applicable to the affected municipality in
order to devise legal solutions which allowed each such entity to continue to discharge its governmental
responsibilities,while safeguarding bondholder interest and the municipality's access to the capital markets.
The Firm has had active involvement in troubled debt situations for both municipal and corporate
issues. It has represented issuers of defaulted bonds, issuers of bonds in financings where private obligors
have filed in bankruptcy and corporate trustees as representatives of bondholders on official committees of
unsecured creditors.
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In such capacity members ofthe Firm have acquired a working familiarity with the Bankruptcy Code;
have participated in workout arrangements whereby debt was restructured thereby avoiding a bankruptcy
filing,as noted above,or in post-filing plan negotiations and plan confirmation process.Additionally,the Firm
is participated in a matter involving municipal bonds which are secured by credit facilities issued by a savings
and loan association which has been placed in conservatorship by the Comptroller of the Currency.
Lease Financing. The Firm has also been active in the preparation of legislation for, and in the
implementation of, programs providing for the issuance of certificates of participation ("COPs"). The Firm
has undertaken bond counsel services for issuers of COPs in multiple jurisdictions, including New York,
California, and Virginia. The Firm encourages issuers to analyze benefits and risks,both legal and economic,
of the issuance of COPs.
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ATTACHMENT D
TAX EXPERTISE
The Tax Department of the Firm consists of attorneys specializing in the tax law aspects of public
finance. Currently, the Tax Department consists of 6 tax partners and 1 tax associate. The Tax Department
addresses the specialized and technical federal and state tax issues arising in connection with the Firm's public
finance practice.These issues include the qualification of programs for tax-exempt financing,structuring tax-
exempt financing,and disclosure in the offering of specialized debt instruments.The Firm's tax attorneys are
responsible for the review and development of all tax aspects of a financing. This review may include the
analysis of new or proposed legislation or tax regulations,the development of certifications or representations
for the parties,and direct participation in the structuring of the transaction.
Our practice involves regular contact with the IRS and with officials of the Treasury Department who
are involved in tax policy matters.Our Tax Department regularly monitors and participates in the amendment
ofthe federal tax statutes and regulations.We confer,when appropriate,with staff of the Treasury Department
and the IRS with respect to the development of regulations under the Internal Revenue Code and generally
prepare extensive written comments to proposed regulations when published.The Firm has obtained numerous
tax rulings for its clients and also regularly provides assistance to federal legislators and administrators at the
request of our clients. We also regularly prepare a Firm commentary on proposed or enacted regulations or
legislation.We prepared analyses of both the new arbitrage regulations and the 1993 Tax Act as they relate to
housing bonds. In addition, members of the Firm are the authors of ABCs ofHousing Bonds(5th ed. 1993),
the leading treatise on tax-exempt housing bonds.
Hawkins is well-versed in federal tax regulations pertaining to the issuance of tax-exempt obligations.
We have advised and are advising our clients on how to comply with the arbitrage rebate regulations.Assisting
us in this task are financial specialists who possess the capabilities necessary to compute interest costs with
respect to competitive issues,run cash flows, size refunding escrows and perform arbitrage and rebate related
calculations.Our financial specialists have capabilities that permit Hawkins to assist in structuring bond issues
and to provide bond and other yield determinations or verifications with full supporting data for arbitrage
purposes, independent of the work of any financial expert involved in the transaction. Rebate verification
services may be offered,at the option of the client,separately or bundled with our bond counsel services.The
cost will vary proportionately with the amount and complexity of the services desired by the client.
The Firm's tax attorneys also have significant experience with matters relating to the new types of
bonds authorized under the American Recovery and Reinvestment Act of 2009 and thorough knowledge of
the related amendments to the Internal Revenue Code of 1986. For example, throughout the course of our
representation in connection with several of the first issuances of Build America Bonds ("BABs") and
Recovery Zone Economic Development Bonds ("RZEDBs") in the country, we thoroughly reviewed, and
advised clients with respect to,the tax issues attendant to such bonds.
The IRS has continued, over the past few years to step up its enforcement division, and through
targeted initiatives,including its initiative relating to Build America Bonds("BABs")and the September 2018
refinements to Form 8038, is examining more and more bond issues. Issuers need to have internal controls
and procedures to assure that bond issues continue to meet post-issuance tax compliance. In such regard,
Hawkins continues to assist issuers in establishing internal controls and procedures to monitor the use and
investment of bond proceeds, use of financed property, arbitrage and rebate requirements, security and
payment of the bonds and timely filing of information returns,including the IRS Form 8038-CP which is filed
in connection with certain direct pay tax credit bonds,including BABs. Hawkins is available post issuance to
consult with issuers regarding any of the foregoing matters.
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SECURITIES LAW EXPERTISE
Hawkins is an industry leader in securities law and disclosure matters as applied to public finance.As
one ofthe leading bond counsel and disclosure counsel firms nationally,Hawkins possesses a comprehensive
and unmatched understanding of the complex disclosure standards and practices affecting public securities
offerings,which are derived from diverse sources such as the Securities and Exchange Commission("SEC"),
the Municipal Securities Rulemaking Board("MSRB"),and industry practice and voluntary guidelines from
organizations such as the Government Finance Officers'Association("GFOA").
By way of example of our expertise in this area,Hawkins' partner Carol McCoog previously served
as Chair(2013-2016)and Vice Chair(2011-2013)ofNABL's Securities Law and Disclosure Committee and
served as Chair (2016) and Vice Chair (2015) of NABL's Tax and Securities Law Institute. In 2020, Ms.
McCoog served on the Editorial Board of the Federal Securities Law of Municipal Bonds Deskbook,Eighth
Edition. Ms. McCoog is currently serving as President of NABL, after serving as a Director on the Board
since 2016. Ms. McCoog's work with NABL also includes participating on a small subcommittee that
produced NABL's 2015 "Crafting Disclosure Policies," a paper to provide NABL members with tools to
advise issuers in developing written disclosure policies and procedures. She was also on the NABL working
group that produced the"Model Letter of Disclosure Counsel"released in late 2018. Ms. McCoog's service
with NABL proves that bond lawyers across the country view her as a leader in the industry and specifically,
in connection with federal securities laws that govern disclosure standards for public finance issues. Ms.
McCoog also recently(May 2023) spoke on a panel for the national GFOA conference on disclosure issues.
Ms.McCoog's position with NABL also puts her in a unique position to speak directly with staffof the SEC's
Office of Municipal Securities,the MSRB, and other industry groups about disclosure trends and regulatory
efforts in the area of municipal disclosure, including the recently enacted Financial Data Transparency Act
FDTA")of 2022,which will have substantial impacts on disclosure for the municipal securities market and
may require the State to comply with data standards for future financial disclosure. Carol currently serves on
the NABL's FDTA tax force, which monitors development of the FDTA and also stands ready to provide
comments and input to the SEC on the development and implementation of the FDTA.
Additionally,Hawkins partner Brian Garzione has also served as the Vice Chair and Chair(2018 to
2021)of the Securities Law&Disclosure Committee ofNABL and recently served as Vice Chair of NABL's
Institute conference,where experienced public finance attorneys discussed the most pressing issues in public
finance.Mr.Garzione is also the primary authority ofthe Firm's Hawkins Advisories on securities law issues,
which can be found at https://www.hawkins.com/about/publications.
In addition,Hawkins lawyers actively participate with, and are leaders of,NABL,which is primary
organization for public finance attorneys to keep abreast of changes in law and regulations related to public
finance,and securities law and disclosure issues in particular.
Hawkins attorneys have a comprehensive understanding of the complex disclosure standards and
practices affecting public securities offerings which are derived from sources as diverse as the antifraud
provisions of the federal securities laws, judicial interpretations, state laws, common law, government
regulation of market participants such as broker-dealers, organizations such as the Municipal Securities
Rulemaking Board,and industry practice and voluntary guidelines such as the Disclosure Guidelines for State
and Local Government Securities of the Government Finance Officers' Association. Because of the breadth
of our practice and the depth of our experience, our knowledge of and ability to handle complex disclosure
matters are invaluable resources to our clients.Our disclosure practice,in addition to the general representation
ofour clients,consists oftwo principal areas:(1)the delivery ofopinions regardingthe disclosure in an official
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statement,whether serving as bond counsel,underwriter's counsel,or otherwise, and(2)our engagements as
disclosure counsel.
Since 1994,the Firm has served as public financial and disclosure counsel to the State of New York
Division of the Budget. The Division of the Budget is primarily responsible for preparing and updating all
market disclosure regarding the New York State government and its finances. Initially, this engagement
involved working with the Division of the Budget to re-craft the State's basic disclosure documents as an
Annual Information Statement."Investors were put on notice that quarterly updates would be issued and that
any material changes between such predictable updates would be issued as a supplement as necessary.
Procedures were regularized for all contributing State agencies, officials and authorities whereby material
changes would be provided to centralized budget staff and the new formalized State information statement
would be made available to other issuers for use in their offering documents. Hawkins continues to provide
regular advice to the State ofNew York,through its Division of the Budget,with respect to general obligation
and New York State appropriation credit financings.
Hawkins was selected as disclosure counsel to the City of San Diego following the emergency of
significant financial and legal issues surrounding disclosures regarding the City's pension system.In response
to such disclosures, which were the subject of extensive investigations by the Securities and Exchange
Commission and the Office of the City Attorney (in addition to related criminal investigations by the U.S.
Attorney's Office and the District Attorney),the City adopted a disclosure ordinance. That ordinance creates
a Sarbanes-Oxley-like disclosure regime for the City, including the establishment of a Disclosure Practices
Working Group (the "DPWG"), consisting of senior City officials and Hawkins as disclosure counsel. The
DPWG is responsible for reviewing all official statements and continuing disclosure filings of the City, and
all disclosure provided by the City to certain specified related entities.Hawkins assisted the City in developing
the controls and procedures that govern the operation of the DPWG.Hawkins continues to serve as Disclosure
Counsel to the City of San Diego.
Since 2000, Hawkins has served as Disclosure Counsel to the District of Columbia (Washington,
D.C.)for its general obligation and related financings as well as in connection with the District's continuing
disclosure filings and agreements. The District, which had experienced financial difficulties in the past that
threatened its access to major capital markets, needed a clear and comprehensive disclosure document to
present to potential investors.As Disclosure Counsel to the District,Hawkins drafted the disclosure reflecting
their transition from a federally appointed fiscal control board to independent governance and restructured the
District's official statement into two parts: one part that describes the terms ofthe particular securities being
offered, including any credit enhancement; and one part that describes the District's general financial
condition. This structure permits the District to more efficiently update its disclosure and provides a more
user friendly"document for investors.This restructured disclosure proved invaluable to the District allowing
it to close multiple separate financings with separate senior managers over a very brief period.
Hawkins has developed an expertise in serving as disclosure counsel in connection with complex
pension disclosure. Hawkins was appointed as General Disclosure Counsel by the City of San Diego ("San
Diego") in March 2004 (shortly after the City was advised of an SEC investigation regarding its pension
disclosure). Hawkins assisted San Diego in adopting and implementing written disclosure controls and
procedures, and developed and conducted training sessions regarding federal securities disclosure for its
officials and staff. In the settlement that San Diego entered into with the SEC, the efforts of Hawkins were
cited as part of the remediation measures the City had undertaken: "[t]he City has also hired new disclosure
counsel for all of its future offerings, who will have better and more continuous knowledge on the City's
financial affairs. This disclosure counsel has conducted seminars for City employees on their responsibilities
under the federal securities laws."
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Pursuant to an RFP conducted by the City of San Francisco in 2010, Hawkins was selected as San
Francisco's general disclosure counsel, and in that capacity assisted the City Attorney's office in developing
written disclosure controls, and assists the City Attorney's office in conducting disclosure training and
reviewing the City's pension disclosure.The Deputy City Attorney for Disclosure in San Francisco previously
held such position in San Diego,and recognized the importance of written disclosure controls and disclosure
training in determining to hire Hawkins to assist in San Francisco's new disclosure initiatives.
In addition to the engagements listed above,the Firm has also served as disclosure counsel (as well
as bond counsel) to Washington Metropolitan Area Transit Authority (WMATA), Massachusetts Housing
Finance Agency,the City of Newport Beach(California), State of Rhode Island(pension emphasis) and the
State of Nevada,among others,and since 2014,has been engaged by the City of Philadelphia.
In 2014, Hawkins played a major role in the municipal market's response to the Municipalities
Continuing Disclosure Cooperation initiative ("MCDC"). Hawkins was among the first firms to alert its
governmental clients to MCDC and kept its clients apprised of the developments on MCDC through direct
client contact and through the issuance of a Hawkins Advisory addressing critical MCDC issues. The Firm
assisted its governmental clients in conducting reviews and,when necessary,making filings by the December
1,2014,deadline.
The Firm is uniquely able to assist clients with securities law compliance in part due to its participation
in the regulatory process.As an example,when the SEC Enforcement Division launched its MCDC Initiative,
Ms. McCoog worked on behalf of NABL to communicate with the SEC regarding the MCDC; she also
organized three teleconferences for NABL members related to MCDC.As Chair of the SLDC,Ms.McCoog
also worked with teams of NABL members to draft correspondence to the SEC regarding the final SEC rules
related to Municipal Advisors (the"MA Rules"),which ultimately led to the SEC's release of its initial and
updated"Frequently Asked Questions"related to the MA Rules.
Hawkins has assisted clients in responding to SEC inquiries and investigations. Our role in such
engagements has been to review whatever written correspondence have been received from, or telephone
conversations have occurred with,the SEC staff,to determine what stage the investigation has reached(e.g.,
preliminary fact-finding inquiry,informal investigation,formal investigation with subpoena power,etc.).If it
is a fact-finding inquiry, then Hawkins can review the disclosure that is the subject of the investigation and
provide objective advice whether any legitimate concerns may remain. If there are such concerns, then
Hawkins can assist the client in preparing a written response to address the SEC inquiry with the aim of not
having it ripen into a formal investigation.
On the following several pages are charts that outline the Firm's(i)experience conducting securities
law training seminars, (ii) experience drafting written disclosure controls and procedures, (iii) experience
moderating securities law webinars, seminars and other presentations, (iv)participation in securities law and
disclosure industry initiatives, and (v) on-going review of important SEC enforcement actions and other
securities law regulatory and rulemaking matters.
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SECURITIES LAW AND DISCLOSURE COUNSEL PRACTICE
Securities Law Training Seminars
The Firm has developed, along with the in-house legal staff at the entities listed below, securities
law training seminars for employees responsible for providing or reviewing disclosure for securities
offerings. The importance of such training has continuously been cited by the SEC in enforcement actions
and other SEC releases. Below are representative examples of securities law training seminars conducted by
the Firm and the dates of such seminars. Mr. Garzione was consulted, or a featured speaker, on most of the
sessions listed below.
City of Philadelphia Financial Staff
D. January 2015
D. November 2017
October 2020
January 2023
December 2025
Philadelphia Gas Works—Board of Directors and Financial Staff
June 2015
City of Philadelphia, Division of Aviation, Department of Commerce
July 2015
New York Metropolitan Transportation Authority
D. Agency Presidents and Senior Staff(April 2014)
Board Members(April 2014)
Agency Presidents and Senior Staff(January 2017)
Board Members(January 2017)
D. Agency Presidents and Senior Staff(October 2019)
Board Members(October 2019)
D. Agency Presidents and Senior Staff(March 2022)
D. Board Members(March 2022)
D. Agency Presidents and Senior Staff(January 2025)
D. Board Members(January 2025)
New York State—Division of the Budget
May 2016
May 2018
City of San Diego Financial Staff
D. November 2004
April 2007
March 2009
June 2011
May 2013
September 2015
June 2017
D. June 2019
City of San Diego City Council
March 2007
March 2009
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June 2011
March 2013
September 2015
June 2017
San Francisco Legal and Financial Staff
June 2018
State of Rhode Island
June 2011
United States Virgin Islands Financial Staff
July 2011
County of San Francisco Board of Supervisors
November 2011
County of Santa Clara
February 2025
Massachusetts Housing Financing Agency
June 2013
December 2014
May 2017
September 2019
Jefferson County,Alabama,County Commission
August 2013
State of Hawaii
January 2017
City of Lawton, Oklahoma
City Council and Financial Staff(October 2017)
D. City Council and Financial Staff(regarding 15c2-12 Amendments)
October 2018)
City Council and Financial Staff(October 2019)
City Council and Financial Staff(October 2021)
City Council and Financial Staff(October 2023)
City Council and Financial Staff(October 2025)
Public Power Generation Agency(Nebraska)
April2018
New York Power Authority
October 2018
City of Oakland
City Council and Financial Staff(December 2021)
Written Disclosure Controls and Procedures
In March 2004,Hawkins was selected as Disclosure Counsel for the City of San Diego after certain
disclosure irregularities, which became the subject of multiple enforcement actions by the SEC, came to
light. As a result, the city adopted a disclosure ordinance that created a Sarbanes-Oxley-like disclosure
regime. The Firm developed the written disclosure controls and procedures for the city. In settling the
enforcement actions against the city, the SEC noted the importance of engaging Disclosure Counsel,
conducting training seminars for city employees on their responsibilities under the federal securities laws,
and establishing written disclosure controls and procedures.
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Since the San Diego enforcement action,the SEC has imposed the adoption of written disclosure
controls and associated securities law training as a condition of settlement in numerous enforcement actions.
Hawkins has developed written disclosure controls and procedures for the following clients:
New York Metropolitan Transportation Authority(2016)
City of Philadelphia(2015)
State of Rhode Island(2011)
City of San Francisco(2011)
City of San Diego(2004)
Securities Law Webinars,Seminars,and Presentations
Mr. Garzione is a frequent speaker,panelist, and moderator of securities law webinars, seminars,
and other presentations. Below are recent examples of such engagements.
NABL Bond Attorneys' Workshop, Chair of SEC Enforcement Panel(September 2025)
GFOA Debt Committee Meeting—Update on Disclosure Trends(June 2025)
California Debt and Investment Advisory Commission(CDIAC)—Municipal Market
Disclosure: Fundamentals and Evolving Practices—Why is Disclosure Important?(April
2025)
New York Government Finance Officers' Association—Debt Disclosure Updates(April
2024)
NABL Tax and Securities Law Institute—Panelist on the Current Considerations for
Underwriters' Counsel(March 2023)
Bond Buyer National Outlook 2023 Conference—Moderator of Panel on Industry and
Regulatory Outlook from the Leaders in Public Finance(February 2023)
Washington Healthcare Facilities Authority Borrower Educational Forum—Panelist on
Disclosure Considerations(ESG,COVID-19,cybersecurity,and other hot topics)
November 2022)
NABL Tax and Securities Law Institute—Chair of Panel on the Roles and Responsibilities
of Disclosure Counsel(March 2022)
National Association of State Treasurers(NAST),Virtual Treasury Management Training
Symposium(Disclosure Panel)(July 2020)
NABL Bond Attorneys' Workshop, Post-Issuance Issues Panel— Securities Law(September
2019)
NABL Bond Attorneys' Workshop,Post-Issuance Compliance Panel—Securities Law
September 2018)
NABL Bond Attorneys' Workshop,Post-Issuance Compliance Panel—Securities Law
October 2017)
National Council of Higher Education Resources(2016 Summer Legal Meeting)(Hot
Topics in Municipal Securities Law) (July 2016)
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Major Industry Initiatives and Publications—Securities Law And Disclosure PracticeGFOA Article
Unregistered MA Activity Remains SEC Focus(June 2025)
Mr. Garzione was the author of a feature article as part of the coverage of the 2025 GFOA
Conference in Washington,DC(as published by The Bond Buyer).
SEC Comment Letter on Climate Change Disclosure(September 2021)
Mr. Garzione,as the Chair of NABL's Securities Law and Disclosure Committee,was the
principal author of an SEC comment letter addressing climate change disclosures and
related risks as they apply to the municipal securities market.
Supplement to NABL's Crafting Disclosure Policies (January 2021)
Mr. Garzione co-authored the supplement to NABL's Crafting Disclosure Policies,which
addresses the 2019 amendments to Rule 15c-12.
NABL Working Group on SEC Rule 15c2-12 Amendments (August 2019)
Mr. Garzione was a member of the NABL working group that released the paper titled
SEC Rule 15c2-12 Amendments NABL Member Questions and Practical Considerations."
The paper summarizes questions submitted by NABL to the staff of the SEC's Office of
Municipal Securities, and offers useful considerations for compliance with the amended
rule.
NABL's "Analysis ofSIFMA Model Memorandum to Underwriter's Counsel" (March 2019)
Mr. Garzione drafted NABL's analysis to highlight issues to consider when reviewing the
model memorandum or other written guidance modeled on such memorandum.It also
includes recommendations on how the proposed duties may be modified and/or limited in
scope.
Securities Law Advisories
As part of the Firm's on-going review of important SEC enforcement actions and other securities
law regulatory and rulemaking matters, Mr. Garzione is principally responsible for authoring client
advisories, or "Hawkins Advisories," describing and analyzing such matters. Below is a list of recent
Hawkins Advisories prepared by,or in consultation with,Mr.Garzione,which are available on the Firm's
website at www.hawkins.com,along with many others.
2024
Regulatory Update—Current SEC Municipal Advisor Concerns
August)2024
Initial Municipal Market Responses to Proposed Financial Data Transparency Act Joint Data
Standards(December)
The Regulatory Impact of Jarkesy,Loper Bright, and Corner Post(August)
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SEC Climate Risk Disclosure Rules
March)2023
Municipal Securities Market Update(July)
Update on the Municipal Securities Market
January)2022
SEC Actions—Rule 15c2-12 Limited Offering Exemption(September)
Municipal Market—Federal Securities Law Update(July)
2020
SEC Exemptive Order re Municipal Advisors(June)
SEC Statement on Disclosure by Municipal Issuers regarding the Impact of COVID-19(May)
SEC Staff Guidance regarding Secondary Market Disclosure(February)
2019
Rule 15c2-12 Amendments—Implementation(March)
2018
Rule 15c2-12 Amendments—Compliance Alert(October)
Rule 15c2-12 Amendments(August)
Cybersecurity(May)
2017
Municipal Market Regulatory Update(March)
2016
MCDC Settlements with Issuers (August)
MSRB Rule G-42(June)
2015
GASB 68—Pension Accounting; Pension Disclosure(November)
2014
SEC Staff Posts Additional FAQs and Related Responses Regarding the Municipal Advisor Rules
May)
SEC's Enforcement Division Announces its"Municipalities Continuing Disclosure Cooperation
Initiative"(April)
Municipal Advisor Rules: Staff posts FAQs; SEC Delays Effective Date(January)2013
SEC Approves Municipal Advisor Rules(October)
SEC's Recent Indiana School District Enforcement Action(August)
SEC's Recent South Miami Enforcement Action(May)
SEC's Report and Order regarding Harrisburg(May)
SEC Settles Illinois Enforcement Action; Cites Importance of Disclosure Controls and Procedures
March)
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